EXHIBIT 8(a)
CUSTODIAN CONTRACT
Between
USAA MUTUAL FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held By It . . . .1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian. . . . . . . . . . . . . .2
2.1 Holding Securities . . . . . . . . . . . . . . . . . .2
2.2 Delivery of Securities . . . . . . . . . . . . . . . .3
2.3 Registration of Securities . . . . . . . . . . . . . .6
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . .7
2.5 Payments for Shares. . . . . . . . . . . . . . . . . .7
2.6 Investment and Availability of Federal Funds . . . . .8
2.7 Collection of Income . . . . . . . . . . . . . . . . .8
2.8 Payment of Fund Moneys . . . . . . . . . . . . . . . .9
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased . . . . . . . . . . . . 11
2.10 Payments for Repurchases or Redemptions of
Shares of the Fund. . . . . . . . . . . . . . . . . . . 12
2.11 Appointment of Agents. . . . . . . . . . . . . . . . 13
2.12 Deposit of Fund Assets in Securities System. . . . .13
2.13 Ownership Certificates for Tax Purposes. . . . . . . 16
2.14 Proxies. . . . . . . . . . . . . . . . . . . . . . . 16
2.15 Communications Relating to Fund Portfolio Securities 17
2.16 Proper Instructions. . . . . . . . . . . . . . . . . 17
2.17 Actions Permitted Without Express Authority. . . . . 18
2.18 Evidence of Authority. . . . . . . . . . . . . . . . 19
3. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income . . . . . 19
4. Records . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5. Opinion of Fund's Independent Accountants . . . . . . . . . 21
6. Reports to Fund by Independent Public Accountants . . . . . 21
7. Compensation of Custodian . . . . . . . . . . . . . . . . . 22
8. Responsibility of Custodian . . . . . . . . . . . . . . . . 22
9. Effective Period, Termination and Amendment . . . . . . . . 23
10. Successor Custodian . . . . . . . . . . . . . . . . . . . 24
11. Interpretive and Additional Provisions. . . . . . . . . . 25
12. Additional Funds. . . . . . . . . . . . . . . . . . . . . 26
13. Massachusetts Law to Apply. . . . . . . . . . . . . . . . 26
14. Prior Contracts . . . . . . . . . . . . . . . . . . . . . 26
CUSTODIAN CONTRACT
This Contract between USAA MUTUAL FUND, INC., a corporation
organized and existing under the laws of Maryland, having its
principal place of business at USAA Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ hereinafter called the "Fund," and
State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter called the "Custodian,"
WHEREAS, the Fund is authorized to issue shares of beneficial
interest ("Shares") in separate series, with each such series
representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to offer Shares of five series, the
Federal Securities Money Market Fund, the Growth Fund, the Income
Fund, the Money Market Fund and the Sunbelt Era Fund, Inc. (such
series, together with all other series subsequently established
by the Fund and made subject to this Contract in accordance with
paragraph 12, being herein referred to as the "Fund(s)");
WITNESSETH: That in consideration of the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the Custodian of its
assets pursuant to the provisions of the Articles of
Incorporation. The Fund agrees to deliver to the Custodian all
securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it
with respect to all securities owned by the Fund from time to
time, and the cash consideration received by it for such new or
treasury shares of capital stock, $0.01 par value, ("Shares") of
the Fund as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the Fund
held or received by the Fund and not delivered to the Custodian.
Upon receipt of Proper Instructions, the Custodian shall from
time to time employ one or more sub-custodians, but only in
accordance with an applicable vote by the Directors of the fund,
and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions
or omissions of any sub-custodian so employed than any such sub-
custodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund
Held By the Custodian
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of the Fund all non-
cash property, including all securities owned by the
Fund, other than securities which are maintained pursuant
to Section 2.12 in a clearing agency which acts as a
securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System."
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by the Fund held by the
Custodian or in a Securities System account of the
Custodian only upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:
1) Upon sale of such securities for the account of the
Fund and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by the Fund;
3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section
2.12 hereof;
4) To the depository agent in connection with tender or
other similar offers for portfolio securities of the Fund;
5) To the Issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise
become payable; provided that, in any such case, the
cash or other consideration is to be delivered to the Custodian;
6) To the Issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees
of the Custodian or into the name or nominee name of any
agent appointed pursuant to Section 2.11 or into the name or
nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian;
7) To the broker selling the same for examination in
accordance with the "street delivery" custom;
8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any,
are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Fund, but only against receipt
of adequate collateral as agreed upon from time to
time by the Custodian and the Fund, which may be in
the form of cash or obligations issued by the United
States government, its agencies or instrumentalities;
11) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by
the Fund, but only against receipt of amounts borrowed;
12) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the Fund's currently
effective prospectus, in satisfaction of requests by
holders of Shares for repurchase or redemption; and
13) For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Directors or of
the Executive Committee signed by an officer of the
Fund and certified by the Secretary or an Assistant
Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is
to be made, declaring such purposes to be proper
corporate purposes, and naming the person or persons
to whom delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian
which nominee shall be assigned exclusively to the Fund,
unless the Fund has authorized in writing the appointment
of a nominee to be used in common with other registered
investment companies having the same investment adviser
as the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.11 or in the name or
nominee name of any sub-custodian appointed pursuant to
Article 1. All securities accepted by the Custodian on
behalf of the Fund under the terms of this Contract shall
be in "street" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of the
Fund, subject only to draft or order by the Custodian
acting pursuant to the terms of this Contract, and shall
hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for
the account of the Fund, other than cash maintained by
the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company
Act of 1940. Funds held by the Custodian for the Fund
may be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem
necessary or desirable; provided, however, that every
such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and
that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall be
approved by vote of a majority of the Directors of the
Fund. Such funds shall be deposited by the Custodian in
its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from
the distributor for the Fund's Shares or from the
Transfer Agent of the Fund and deposit into the Fund's
account such payments as are received for Shares of the
Fund issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund
and the Transfer Agent of any receipt by it of payments
for Shares of the Fund.
2.6 Investment and Availability of Federal Funds. Upon
mutual agreement between the Fund and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions,
1) invest in such instruments as may be set forth in such
instructions on the same day as received all federal
funds received after a time agreed upon between the
Custodian and the Fund; and
2) make federal funds available to the Fund as of
specified times agreed upon from time to time by the
Fund and the Custodian in the amount of checks
received in payment for Shares of the Fund which are
deposited into the Fund's account.
2.7 Collection of Income. The Custodian shall collect on a
timely basis all income and other payments with respect
to registered securities held hereunder to which the Fund
shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely
basis all income and other payments with respect to
bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or
agent thereof and shall credit such income, as collected,
to the Fund's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach
and present for payment all coupons and other income
items requiring presentation as and when they become due
and shall collect interest when due on securities held
hereunder.
2.8 Payment of Fund Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall
pay out moneys of the Fund in the following cases only:
1) Upon the purchase of securities for the account of the Fund
but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified
under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of the
Fund or in the name of a nominee of the Custodian referred to
in Section 2.3 hereof or in proper form for transfer; (b) in
the case of a purchase effected through a Securities System,
in accordance with the conditions set forth in Section 2.12
hereof or (c) in the case of repurchase agreements entered
into between the Fund and the Custodian, or another bank, (i)
against delivery of the securities either in certificate form
or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Fund of
securities owned by the Custodian along with written evidence
of the agreement by the Custodian to repurchase such
securities from the Fund;
2) In connection with conversion, exchange or surrender
of securities owned by the Fund as set forth in
Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by
the Fund as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred
by the Fund, including but not limited to the
following payments for the account of the Fund:
interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the
Fund whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
5) For the payment of any dividends declared pursuant to
the governing documents of the Fund;
6) For any other proper purpose, but only upon receipt
of, in addition to Proper Instructions, a certified
copy of a resolution of the Directors or of the
Executive Committee of the Fund signed by an officer
of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such
payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to
whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for
purchase of securities for the account of the Fund is
made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written
instructions from the Fund to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had
been received by the Custodian, except that in the case
of repurchase agreements entered into by the Fund with a
bank which is a member of the Federal Reserve System, the
Custodian may transfer funds to the account of such bank
prior to the receipt of written evidence that the
securities subject to such repurchase agreement have been
transferred by book-entry into a segregated non-
proprietary account of the Custodian maintained with the
Federal Reserve Bank of Boston or of the safe-keeping
receipt, provided that such securities have in fact been
so transferred by book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of the
Fund. From such funds as may be available for the purpose
but subject to the limitations of the Articles of
Incorporation and any applicable votes of the Directors of
the Fund pursuant thereto, the Custodian shall, upon receipt
of instructions from the Transfer Agent, make funds available
for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of
their Shares. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian is authorized
upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the
redeeming shareholders. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from
time to time between the Fund and the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time remove)
any other bank or trust company which is itself qualified
under the Investment Company Act of 1940, as amended, to act
as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time
to time direct; provided, however, that the appointment of
any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian
may deposit and/or maintain securities owned by the Fund in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act
of 1934, which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred
to herein as "Securities System" in accordance with
applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may keep securities of the Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian
in the Securities System which shall not include any
assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to
securities of the Fund which are maintained in a
Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for
the account of the Fund upon (i) receipt of advice
from the Securities System that such securities have
been transferred to the Account, and (ii) the making
of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the
account of the Fund upon (i) receipt of advice from
the Securities System that payment for such securities
has been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of
the Fund. Copies of all advices from the Securities
System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian shall
furnish the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's
transactions in the Securities System for the account
of the Fund.
4) The Custodian shall provide the Fund with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in
the Securities System;
5) The Custodian shall have received the initial or
annual certificate, as the case may be, required by
Article 9 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Fund for any loss or damage to the Fund resulting from
use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their
employees or from failure of the Custodian or any such
agent to enforce effectively such rights as it may
have against the Securities System; at the election of
the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim
against the Securities System or any other person
which the Custodian may have as a consequence of any
such loss or damage if and to the extent that the Fund
has not been made whole for any such loss or damage.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of the
Fund held by it and in connection with transfers or securities.
2.14 Proxies. The Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are
registered otherwise than in the name of the Fund or a
nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.15 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls
and maturities of securities and expirations of rights in
connection therewith) received by the Custodian from issuers
of the securities being held for the Fund. With respect to
tender or exchange offers, the Custodian shall transmit
promptly to the Fund all written information received by the
Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or his agents) making
the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the
Custodian at least three business days prior to the date on
which the Custodian is to take such action.
2.16 Proper Instructions. Proper Instructions as used throughout
this Article 2 means a writing signed or initialled by one or
more person or persons as the Directors shall have from time
to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved,
including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered
Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such
instructions with respect to the transaction involved. The
Fund shall cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the
Directors of the Fund accompanied by a detailed description
of procedures approved by the Directors, Proper Instructions
may include communications effected directly between electro-
mechanical or electronic devices provided that the Directors
and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
2.17 Actions Permitted without Express Authority. The Custodian
may in its discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses
of handling securities or other similar items relating
to its duties under this Contract, provided that all
such payments shall be accounted for to the Fund;
2) surrender securities in temporary form for securities
in definitive form;
3) endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
securities and property of the Fund except as
otherwise directed by the Directors of the Fund.
2.18 Evidence of Authority. The Custodian shall be protected in
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of
the Fund. The Custodian may receive and accept a certified
copy of a vote of the Directors of the Fund as conclusive
evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of
any action by the Directors pursuant to the Articles of
Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income. The Custodian
shall cooperate with and supply necessary information to the
entity or entities appointed by the Directors of the Fund to
keep the books of account of the Fund and/or compute the net
asset value per share of the outstanding shares of the Fund
or, if directed in writing to do so by the Fund, shall itself
keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also
calculate daily the net income of the Fund as described in
the Fund's currently effective prospectus and shall advise
the Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer
of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its
various components. The calculations of the net asset value
per share and the daily income of the Fund shall be made at
the time or times described from time to time in the Fund's
currently effective prospectus.
4. Records The Custodian shall create and maintain all records
relating to its activities and obligations under this
Contract in such manner as will meet the obligations of the
Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1
and 31a-2 thereunder, applicable federal and state tax laws
and any other law or administrative rules or procedures which
may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the
regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents
of the Fund and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities
owned by the Fund and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as
shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
5. Opinion of Fund's Independent Accountant. The Custodian
shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable
opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the
preparation of the Fund's Form N-1, and Form N-1R or other
annual reports to the Securities and Exchange Commission and
with respect to any other requirements of such Commission.
6. Reports to Fund by Independent Public Accountants. The
Custodian shall provide the Fund, at such times as the Fund
may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, including
securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian
under this Contract; such reports, which shall be of
sufficient scope and in sufficient detail, as may reasonably
be required by the Fund, to provide reasonable assurance that
any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, shall so
state.
7. Compensation of Custodian. The Custodian shall be entitled
to reasonable compensation for its services and expenses as
Custodian, as agreed upon from time to time between the Fund
and the Custodian.
8. Responsibility of Custodian. So long as and to the extent
that it is in the exercise of reasonable care, the Custodian
shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract
and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper
party or parties. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of
this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted
by it in good faith without negligence. It shall be entitled
to rely on and may act upon advice of counsel (who may be
counsel for the Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant
to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions
effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Fund.
If the Fund requires the Custodian to take any action
with respect to securities, which action involves the payment
of money or which action may, in the opinion of the
Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to
requiring the Custodian to take such action, shall provide
indemnity to the Custodian in an amount and form satisfactory
to it.
9. Effective Period, Termination and Amendment. This Contract
shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of
the parties hereto and may be terminated by either party by
an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery
or mailing; provided, however that the Custodian shall not
act under Section 2.12 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant
Secretary that the Directors of the Fund have approved the
initial use of a particular Securities System and the receipt
of an annual certificate of the Secretary or an Assistant
Secretary that the Directors have reviewed the use by the
Fund of such Securities System, as required in each case by
Rule 17f-4 under the Investment Company Act of 1940, as
amended; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of
the Articles of Incorporation, and further provided, that the
Fund may at any time by action of its Directors (i)
substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by
the Comptroller of the Currency or upon the happening of a
like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to
the Custodian such compensation as may be due as of the date
of such termination and shall likewise reimburse the
Custodian for its costs, expenses and disbursements.
10. Successor Custodian. If a successor custodian shall be
appointed by the Directors of the Fund, the Custodian
shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities then held by
it hereunder.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Directors of the Fund, deliver at the
office of the Custodian such securities, funds and other
properties in accordance with such vote.
In the event that no written order designating a
successor custodian or certified copy of a vote of the
Directors shall have been delivered to the Custodian on or
before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, doing business in Boston,
Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian
and all instruments held by the Custodian relative thereto
and all other property held by it under this Contract.
Thereafter, such bank or trust company shall be the successor
of the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure
the certified copy of vote referred to or of the Directors to
appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such
period as the Custodian retains possession of such
securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions. In connection
with the operation of this Contract, the Custodian and
the Fund may from time to time agree on such provisions
interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with
the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of
Incorporation of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
12. Additional Funds. In the event that the Fund establishes
one or more series of Shares in addition to the Federal
Securities Money Market Fund, the Growth Fund, the Income
Fund, the Money Market Fund and the Sunbelt Era Fund,
Inc., with respect to which it desires to have the
Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and
if the Custodian agrees in writing to provide such
services, such series of Shares shall become a Fund hereunder.
13. Massachusetts Law to Apply. This Contract shall be
construed and the provisions thereof interpreted under
and in accordance with laws of the Commonwealth of
Massachusetts.
14. Prior Contracts. This Contract supersedes and
terminates, as of the date hereof, all prior contracts
between the Fund and the Custodian relating to the
custody of the Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the 3rd day of November, 1982.
SEAL
ATTEST USAA MUTUAL FUND, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------- ---------------------
SEAL
ATTEST STATE STREET BANK AND TRUST COMPANY
(illegible signature) By/s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------- ------------------
Assistant Secretary Vice President
EXHIBIT 8(b)
State Street Bank and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
Pursuant to Section 12 of the Custodian Contract dated as of
November 3, 1982 between USAA Mutual Fund, Inc. (the "Company")
and State Street Bank and Trust Company, (the "Custodian") please
be advised that the Company has established a new series of its
shares, namely, the Income Stock Fund (the "Fund"), and please be
further advised that the Company desires to retain the Custodian
to render custody services under the Custodian Contract to the
Fund in accordance with the fee schedule attached hereto as Exhibit A.
Please state below whether you are willing to render such
services in accordance with the fee schedule attached hereto as Exhibit A.
USAA MUTUAL FUND, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- ---------------------
Secretary President
Dated: April 20, 1987
We are willing to render custody services to the Income Stock Fund
in accordance with the fee schedule attached hereto as Exhibit A.
STATE STREET BANK AND TRUST COMPANY
Attest: /s/ ▇. ▇▇▇▇▇▇▇▇ By: /s/ (illegible signature)
------------------------- --------------------------
Vice President
Dated: April 20, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
Custodian Fee Schedule
USAA INCOME STOCK FUND
I. Administration
Custody, Portfolio and Fund Accounting Service -
Maintain custody of fund assets. Settle portfolio
purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash
disbursements and report cash transactions. Maintain
investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare
daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports. Securities
yield or market value quotations will be provided to
State Street by the fund.
The administration fee shown below is an annual charge,
billed and payable monthly, based on average monthly
net assets.
ANNUAL FEES PER PORTFOLIO
Custody, Port-
Fund Net Assets folio & Fund Acct.
--------------- ------------------
First $20 Million 1/ 15 of 1%
Next $80 Million 1/ 30 of 1%
Excess 1/100 of 1%
Phase-In Period
First three months $ 850
Next three months $1,700
Thereafter $2,500
II. Portfolio Trades - For each line item processed
State Street Bank Repos $ 7.00
All other trades $16.00
III. Options
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue,
per broker $15.00
Option exercised charge, per issue,
per broker $15.00
IV. Lending of Securities
Deliver loaned securities versus cash
collateral $20.00
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Deliver securities collateral versus
receipt of loaned securities $25.00
Loan administration -- ▇▇▇▇-to-market per
day, per loan $ 3.00
V. Interest Rate Futures
Transactions -- no security movement $ 8.00
VI. Coupon Bonds
Monitoring for calls and processing
coupons -- for each coupon issue
held -- monthly charge $ 5.00
VII. Holdings Charge
For each issue maintained -- monthly charge $ 5.00
VIII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month.
Out-of-pocket expenses include, but are not limited to
the following:
Telephone
Wire Charges ($4.38 per wire in and $4.23 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
USAA INCOME STOCK FUND STATE STREET BANK AND TRUST CO.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By (illegible signature)
--------------------------- -----------------------
Title Treasurer Title Vice President
----------- ---------------
Date May 8, 1987 Date April 20, 1987
EXHIBIT 8(c)
AMENDMENT NO. 1 TO THE CUSTODIAN AGREEMENT
AMENDMENT made this 30th day of October 1987 by and between
USAA MUTUAL FUND, INC., a Maryland Corporation (hereinafter
called the "Company") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company (hereinafter called the "Custodian").
WHEREAS, the Company and the Custodian entered into a
Custodian Agreement dated November 3, 1982;
WHEREAS, the Company desires to engage in futures and options
trading in connection with its investment activity;
NOW THEREFORE, the Company and the Custodian pursuant to
Section 11 of the aforementioned Custodian Agreement mutually
agree to the following provisions.
Insert page 5, Section 2.2 "new" paragraphs 12, 13 and
renumber "old" paragraphs 12 and 13 as 14 and 15:
12) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian as a broker-
dealer registered under the Securities Exchange Act of
1934 (the "Exchange Act") and a member of the National
Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or
organizations, regarding account deposits in
connection with transactions by the Fund;
Insert page 9, Section 2.8(1), line 1 after..."securities""
options, futures contracts or options on futures contracts,
Insert page 9, Section 2.8(1), line 3 after..."such
securities": , or evidence of title to such options, futures
contracts or options on futures contracts,
Insert page 10, Section 2.8, 1) line 4, after..."or another
bank," "or a broker-dealer which is a member of NASD,"
Insert page 11, Section 2.8 "new" paragraph 6) and renumber
"old" paragraph 6):
6) For payment of the amount of dividends received in
respect of securities sold short;
Insert page 16, "new" Section 2.13 renumbering "old" Sections
2.13, 2.14, 2.15, 2.16 and 2.17:
2.13 Segregated Account. The Custodian shall upon receipt
of Proper Instructions establish and maintain a
segregated account or accounts for and on behalf of
the Fund, into which account or accounts may be
transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.12 hereof, (i) in accordance
with the provisions of any agreement among the Fund,
the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules
of The Options Clearing Corporation and of any
registered national securities exchange (or the
Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Fund, (ii) for
purposes of segregating cash or government securities
in connection with options purchased, sold or written
by the Fund or commodity futures contracts or options
thereon purchased or sold by the Fund, (iii) for the
purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666,
or any subsequent release or releases of the
Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered
investment companies and (iv) for other proper
corporate purposes, but only, in the case of clause
(iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the
Board of Directors or of the Executive Committee
signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
Insert page 17, Section 2.15 line 4 after..."in connection
therewith": "and notices of exercise of call and put options
written by the Fund and the maturity of futures contracts
purchased or sold by the Fund"
Insert page 21, paragraph 6, line 4, after..."safeguarding
securities,": futures contracts and options on futures
contracts,
IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to be executed in its name and on its behalf by a
duly authorized officer as of the aforementioned day and year.
ATTEST USAA MUTUAL FUND, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By/s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇
--------------------- -------------------------
Assistant Secretary Executive Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By/s/ ▇. ▇▇▇▇▇▇▇▇
-------------------- --------------------
Assistant Secretary Vice President
EXHIBIT 8(d)
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 3rd day of November 1988 by and between
STATE STREET BANK AND TRUST COMPANY ("Custodian") and USAA MUTUAL
FUND, INC. (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a
Custodian Contract dated November 3, 1982 (as amended to date,
the "Contract") which governs the terms and conditions under
which the Custodian maintains custody of the securities and other
assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the
terms of the Custodian Contract and mutually agree to the
following:
Replace subsection 7) of Section 2.2 Delivery of Securities
with the following new subsection 7):
7) Upon the sale of such securities for the account of
the Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except as
may arise from the Custodian's own negligence or willful
misconduct;
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed in its name and on its behalf by a duly
authorized officer as of the day and year first above written.
ATTEST USAA MUTUAL FUND, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇
---------------------- -------------------------
Assistant Secretary Executive Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- --------------------
Assistant Secretary Vice President
EXHIBIT 8(e)
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 6th day of February, 1989 by and between
STATE STREET BANK AND TRUST COMPANY ("Custodian") and USAA MUTUAL
FUND, INC. (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a
Custodian Contract dated November 3, 1982 (as amended to date,
the "Contract") which governs the terms and conditions under
which the Custodian maintains custody of the securities and other
assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the
terms of the Custodian Contract and mutually agree to the
following:
Insert as the final paragraph under Responsibility of
Custodian:
If the Fund requires the Custodian to advance cash or
securities for any purpose or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection
with the performance of this Contract, except such as may
arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to
utilize available cash and to dispose of Fund assets to the
extent necessary to obtain reimbursement, provided that
Custodian shall, with respect to Fund assets as to which
Custodian has perfected its lien and which Custodian proposes
to dispose of pursuant to the foregoing right, give the Fund
notice identifying such assets and the Fund shall have five
business days from receipt of such notice to notify the
Custodian if the Fund wishes the Custodian to dispose of Fund
assets of equal value other than those identified in such
notice; in the absence of any contrary notification from the
Fund, Custodian shall be free to dispose of the Fund assets
initially identified to the extent necessary to realize the
amounts to which it is entitled hereunder.
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed in its name and on its behalf by a duly
authorized officer as of the day and year first above written.
ATTEST USAA MUTUAL FUND, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇
---------------------- -----------------------
Assistant Secretary Executive Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇▇
------------------------- --------------------
Assistant Secretary Vice President
EXHIBIT 8(f)
AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust
Company (the "Custodian") and USAA Mutual Fund, Inc. (the
"Fund").
WHEREAS, the Custodian and the Fund are parties to a
custodian contract dated November 3, 1982 (the "Custodian
Contract") governing the terms and conditions under which the
Custodian maintains custody of the securities and other assets of
the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the
Custodian Contract to provide for the maintenance of the Fund's
foreign securities, and cash incidental to transactions in such
securities, in the custody of certain foreign banking
institutions and foreign securities depositories acting as sub-
custodians in conformity with the requirements of Rule 17f-5
under the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, the Custodian and the Fund hereby amend the
Custodian Contract by the addition of the following terms and
conditions;
1. Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to
employ as sub-custodians for the Fund's securities and other
assets maintained outside the United States the foreign banking
institutions and foreign securities depositories designated on
Schedule A hereto ("foreign sub-custodians"). Upon receipt of
"Proper Instructions," as defined in Section 2.16 of the
Custodian Contract, together with a certified resolution of the
Fund's Board of Directors, the Custodian and the Fund may agree
to amend Schedule A hereto from time to time to designate
additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to cease the
employment of any one or more of such sub-custodians for
maintaining custody of the Fund's assets.
2. Assets to be Held
The Custodian shall limit the securities and other assets
maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities," as defined in paragraph (c) (1) of Rule
17f-5 under the Investment Company Act of 1940, and (b) cash and
cash equivalents in such amounts as the Custodian or the Fund may
determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3. Foreign Securities Depositories
Except as may otherwise be agreed upon in writing by the
Custodian and the Fund, assets of the Fund shall be maintained in
foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as sub-
custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 5 hereof.
4. Segregation of Securities
The Custodian shall identify on its books as belonging to
the Fund, the foreign securities of the Fund held by each foreign
sub-custodian. Each agreement pursuant to which the Custodian
employs a foreign banking institution shall require that such
institution establish a custody account for the Custodian on
behalf of the Fund and physically segregate in that account,
securities and other assets of the Fund, and, in the event that
such institution deposits the Fund's securities in a foreign
securities depository, that it shall identify on its books as
belonging to the Custodian, as agent for the Fund, the securities
so deposited.
5. Agreements with Foreign Banking Institutions
Each agreement with a foreign banking institution shall
be substantially in the form set forth in Exhibit 1 hereto and
shall provide that: (a) the Fund's assets will not be subject to
any right, charge, security interest, lien or claim of any kind
in favor of the foreign banking institution or its creditors or
agents, except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the Fund's assets
will be freely transferable without the payment of money or value
other than for custody or administration; (c) adequate records
will be maintained identifying the assets as belonging to the
Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants
for the Fund, will be given access to the books and records of
the foreign banking institution relating to its actions under its
agreement with the Custodian; and (e) assets of the Fund held by
the foreign sub-custodian will be subject only to the
instructions of the Custodian or its agents.
6. Access of Independent Accountants of the Fund
Upon request of the Fund, the Custodian will use its best
efforts to arrange for the independent accountants of the Fund to
be afforded access to the books and records of any foreign
banking institution employed as a foreign sub-custodian insofar
as such books and records relate to the performance of such
foreign banking institution under its agreement with the
Custodian.
7. Reports by Custodian
The Custodian will supply to the Fund from time to time,
as mutually agreed upon, statements in respect of the securities
and other assets of the Fund held by foreign sub-custodians,
including but not limited to an identification of entities having
possession of the Fund's securities and other assets and advice
or notifications of any transfers of securities to or from each
custodial account maintained by a foreign banking institution for
the Custodian on behalf of the Fund indicating, as to securities
acquired for the Fund, the identity of the entity having physical
possession of such securities.
8. Transactions in Foreign Custody Account
(a) Except as otherwise provided in paragraph (b) of
this Section 8, the provisions of Sections 2.2 and 2.8 of the
Custodian Contract shall apply, mutatis mutandis to the foreign
securities of the Fund held outside the United States by foreign
sub-custodians.
(b) Notwithstanding any provision of the Custodian
Contract to the contrary, settlement and payment for securities
received for the account of the Fund and delivery of securities
maintained for the account of the Fund may be effected in
accordance with the customary established securities trading or
securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of
receiving later payment for such securities from such purchaser
or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section 2.3 of the
Custodian Contract, and the Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such
securities.
9. Liability of Foreign Sub-Custodians
Each agreement pursuant to which the Custodian employs a
foreign banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless,
the Custodian and each Fund from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection
with the institution's performance of such obligations. At the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims against a
foreign banking institution as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.
10. Liability of Custodian
The Custodian shall be liable for the acts or omissions
of a foreign banking institution to the same extent as set forth
with respect to sub-custodians generally in the Custodian
Contract and, regardless of whether assets are maintained in the
custody of a foreign banking institution, a foreign securities
depository or a banch of a U.S. bank as contemplated by paragraph
13 hereof, the Custodian shall not be liable for any loss,
damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of
war or terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 10, in delegating custody
duties to State Street London Ltd., the Custodian shall not be
relieved of any responsibility to the Fund for any loss due to
such delegation, except such loss as may result from (a)
political risk, (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other
losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God,
nuclear incident or other losses under circumstances where the
Custodian and State Street London Ltd. have exercised reasonable care.
11. Reimbursement for Advances
If the Fund requires the Custodian to advance cash or
securities for any purpose including the purchase or sale of
foreign exchange or of contracts for foreign exchange, or in the
event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available
cash and to dispose of the Fund assets to the extent necessary to
obtain reimbursement.
12. Monitoring Responsibilities
The Custodian shall furnish annually to the Fund, during
the month of June, information concerning the foreign sub-
custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in
connection with the initial approval of this amendment to the
Custodian Contract. In addition, the Custodian will promptly
inform the Fund in the event that the Custodian learns of a
material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or
in the case of any foreign sub-custodian not the subject of an
exemptive order from the Securities and Exchange Commission is
notified by such foreign sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the equivalent thereof) or
that its shareholders' equity has declined below $200 million (in
each case computed in accordance with generally accepted U.S.
accounting principles).
13. Branches of U.S. Banks
(a) Except as otherwise set forth in this amendment to
the Custodian Contract, the provisions hereof shall not apply
where the custody of the Fund assets is maintained in a foreign
branch of a banking institution which is a "bank" as defined by
Section 2(a)(5) of the Investment Company Act of 1940 meeting the
qualification set forth in Section 26(a) of said Act. The
appointment of any such branch as a sub-custodian shall be
governed by paragraph 1 of the Custodian Contract.
(b) Cash held for the Fund in the United Kingdom shall
be maintained in an interest bearing account established for the
Fund with the Custodian's London Branch, which account shall be
subject to the direction of the Custodian, State Street London
Ltd. or both.
14. Applicability of Custodian Contract
Except as specifically superseded or modified herein, the
terms and provisions of the Custodian Contract shall continue to
apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the 8th day of November, 1993.
ATTEST: USAA MUTUAL FUND, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇
------------------------ ---------------------------
Secretary President
ATTEST: STATE STREET BANK AND TRUST
COMPANY
(illegible signature) By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------- -----------------------
Assistant Secretary Executive Vice President
SCHEDULE A
17f-5 APPROVAL
The Board of Directors of USAA Mutual Fund, Inc. (Short-Term
Bond Fund and Money Market Fund has approved certain foreign
banking institutions and foreign securities depositories
within State Street's Global Custody Network for use as
subcustodians for the Fund's securities, cash and cash
equivalents held outside of the United States. Board
approval is as indicated by the Fund's Authorized Officer:
Fund
Officer
Initials
/s/ AMC Euroclear/State Street London Limited
-------
Cedel/State Street London Limited
-------
Certified by:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/15/93
------------------- --------------
Fund's Authorized Officer Date
EXHIBIT 8(g)
State Street Bank and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
Pursuant to Section 12 of the Custodian Agreement dated as of
February 6, 1989 between USAA Mutual Fund, Inc. (the "Company")
and State Street Bank and Trust Company (the "Custodian"), please
be advised that the Company has established two new series of its
shares, namely, the Short-Term Bond Fund and the Growth & Income
Fund (the "Funds"), and please be further advised that the
Company desires to retain the Custodian to render custody
services under the Custodian Agreement to the Funds in accordance
with the fee schedule attached hereto as Exhibit A.
Please state below whether you are willing to render such
services in accordance with the fee schedule.
USAA MUTUAL FUND, INC.
Attest:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇
--------------------- -----------------------
Secretary President
Dated: June 1, 1993
We are willing to render custody services to the Short-Term
Bond Fund and the Growth & Income Fund in accordance with the fee
schedules.
STATE STREET BANK AND TRUST COMPANY
Attest:/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇. ▇▇▇▇▇▇▇
----------------------- ------------------
Assistant Vice President Vice President
Dated: June 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
USAA TAX-EXEMPT FUND, INC.
USAA INVESTMENT TRUST
USAA MUTUAL FUND, INC.
USAA STATE TAX-FREE TRUST
-------------------------------------------------------------------
I. Custody, Portfolio and Fund Accounting Services - Maintain
investment ledgers, provide selected portfolio transactions,
position and income reports. Maintain general ledger, and
capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general
ledger reports. Securities yield or market value quotations
will be provided to State Street by the fund or via State
Streets Automated Pricing service.
The administration fee shown below is an annual charge, in
basis points, billed and payable monthly, based on average
monthly net assets.
ANNUAL FEES PER PORTFOLIO
Annual Full Service Fees
-----------------
First 50 Million 3.50 Basis Points
Next 50 Million 2.50 Basis Points
Next 100 Million 1.50 Basis Points
Excess 0.85 Basis Points
Minimum Monthly Charge $2,000.00
II. Portfolio Trades - For Each Line Item Processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
Boston/New York Physical $25.00
PTC Buy/Sell $20.00
All Other Trades $16.00
Maturity Collections (NY Physical) $ 8.00
Option Charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration/Option exercised $15.00
Interest Rate Futures -- no security movement $ 8.00
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
Principal Reduction Payments Per Paydown $10.00
Interest/Dividend Claim Charges
(For items held at the Request of Traders over record
date in street form) $50.00
III. Holdings Charge
Per Security per Month (Domestic Securities Only) $ 5.00
STATE STREET
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
USAA TAX-EXEMPT FUND, INC.
USAA INVESTMENT TRUST
USAA MUTUAL FUND, INC.
USAA STATE TAX-FREE TRUST
-------------------------------------------------------------------
IV. Affirmation Charge
Per Affirmation per Month $ 1.00
V. Global Custody
U.S. Equivalent Market Value 13.75 Basis Points
Euroclear 5.00 Basis Points
VI. Automated Pricing Via NAVigator
Monthly Base Fee:
Funds with International Holdings $375.00
All other Funds $300.00
Monthly Quote Charge:
- Municipal Bonds via ▇▇▇▇▇▇ Data $ 10.00
- Municipal Bonds via ▇▇▇▇▇ Information Systems $ 16.00
- Government, Corporate and Convertible Bonds
via ▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 11.00
- Corporate and Government Bonds via ▇▇▇▇▇▇ Data $ 11.00
- Options, Futures and Private Placements $ 6.00
- Foreign Equities and Bonds via Extel Ltd. $ 6.00
- Listed Equities, OTC Equities, and Bonds $ 6.00
- Corporate, Municipal, Convertible and
Government Bonds, Adjustable Rate Preferred
Stocks via IDSI $12.00
VII. Shareholder Check-Writing Service
Per check presented for payment
(excluding postage) $ .65
VIII. Advertised Yield Service
Annual Maintenance Fee:
For each portfolio maintained, monthly charge is based on the
number of holdings as followed:
STATE STREET
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
USAA TAX-EXEMPT FUND, INC.
USAA INVESTMENT TRUST
USAA MUTUAL FUND, INC.
USAA STATE TAX-FREE TRUST
-------------------------------------------------------------------
Holding per Portfolio Monthly Charge
--------------------- --------------
0 to 50 $250.00
50 to 100 $300.00
over 100 $350.00
IX. Special Services
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security
shipments and the preparation of special reports will be
subject to negotiation. Fees for yield calculation,
securities lending, and other special items will be
negotiated separately.
X. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month. Out-of-
pocket expenses include, but are not limited to the following:
Telephone/Telex
Wire Charges ($5.25 per wire and $5.00 out)
Postage and Insurance (includes check writing postage)
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-Custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
(▇▇▇▇ directly to USAA Transfer Agency Company)
GNMA Transfer - $15 each
PTC Deposit/Withdrawal for same day turnarounds - $50.00
STATE STREET
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
USAA TAX-EXEMPT FUND, INC.
USAA INVESTMENT TRUST
USAA MUTUAL FUND, INC.
USAA STATE TAX-FREE TRUST
USAA TAX EXEMPT FUND, INC.
USAA INVESTMENT TRUST
USAA MUTUAL FUND, INC.
USAA TAX EXEMPT TRUST (name struckout)
USAA TAX FREE TRUSTSTATE STREET BANK & TRUST CO.
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ BY:/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------- ---------------------
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TITLE: TREASURER TITLE: VICE PRESIDENT
----------------------- ------------------
DATE: 10-4-94 DATE: 9/28/94
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