EXHIBIT 7(d)
AMENDMENT TO CUSTODIAN CONTRACT
Amendment dated September 6, 2002, to the Custodian Contract (the
"Custodian Contract"), dated June 23, 1989, by and between State Street Bank and
Trust Company (the "Custodian") and USAA TAX EXEMPT FUND, INC. on behalf of each
of its Series (each a "Fund").
WHEREAS the Custodian serves as the custodian of each Fund's assets
pursuant to the Custodian Contract;
WHEREAS the Funds may appoint one or more banks identified on Appendix
A to this Amendment, as amended from time to time, to serve as co-custodians
with Custodian for the Funds (each, a "Repo Custodian") for the limited purpose
of the Funds' engaging in tri-party repurchase agreement transactions
("Tri-Party Repos");
WHEREAS the Funds may direct the Custodian to make "free delivery" to
one or more Repo Custodians of cash or other assets maintained in custody by the
Custodian for the Funds pursuant to the Custodian Contract for purposes of
engaging in Tri-Party Repos; and
WHEREAS the Custodian and the Funds desire to amend the Custodian
Contract to permit the Custodian to make "free delivery" of cash and other
assets of the Funds to Repo Custodians from time to time;
NOW THEREFORE, the Custodian and the Fund hereby agree to amend the
Custodian Contract by adding the following provisions thereto:
1. Notwithstanding anything to the contrary in the Custodian Contract,
upon receipt of Proper Instructions (as defined in the Custodian Contract), the
Custodian shall deliver cash and/or other assets of the Funds to any account or
accounts identified and maintained for the Funds by a Repo Custodian and listed
on Appendix A attached hereto, which delivery may be made without
contemporaneous receipt by the Custodian of cash or other assets in exchange
therefor. Upon such delivery of cash or other assets in accordance with such
Proper Instructions, the Custodian shall have no further responsibility or
obligation to the Funds as a custodian of the Funds with respect to the cash or
assets so delivered. In preparing reports of monies received or paid out of the
Fund or of assets comprising the Fund, the Custodian shall be entitled to rely
upon information received from time to time from the Repo Custodian and shall
not be responsible for the accuracy or completeness of such information included
in the Custodian's reports until such assets are received by the Custodian.
2. The Funds may amend Appendix A of this Amendment from time to time
to add or delete a Repo Custodian or to change the identification of the account
by a Repo Custodian for the Funds by delivering Special Instructions (as defined
herein) to the Custodian. The term "Special Instructions" shall mean written
instructions executed by
at least two officers of the Funds holding the office of Vice President or
higher. In all other respects, each Custodian Contract shall remain in full
force and effect and the Custodian and the Funds shall perform their respective
obligations in accordance with the terms thereof.
EXECUTED to be effective as of the date set forth above.
USAA TAX EXEMPT FUND, INC.
On Behalf of its Series
By: CA XXXXXXX
---------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: XXXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
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APPENDIX A
to
Amendment to Custodian Contract
Between State Street Bank and Trust Company and
USAA Tax Exempt Fund, Inc. on Behalf of its Series
Dated: September 6, 2002
TRI-PARTY REPO CUSTODIAN BANKS ACCOUNT NUMBERS
The Bank of New York
JPMorgan Chase Bank
By: _C A GLADSON_____________ By: ___Stuart Wester___________
Title: _VICE PRESIDENT__________ Title: __VP EQUITY INVESTMENTS____
Date: ___9/13/02____________________ Date: _____9/16/02_____________
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