Exhibit g(vii)
FORM OF
AMENDMENT NO. 1
TO AMENDED AND RESTATED CUSTODIAN AGREEMENT
AMENDMENT NO. 1 made as of the _____ day of __________ 2008, to the Amended
and Restated Custodian Agreement made as of the 31st day of July 2006, by and
between USAA MUTUAL FUNDS TRUST (the "Fund") and STATE STREET BANK AND TRUST
COMPANY (the "Custodian").
The Fund and the Custodian agree to modify and amend the Amended and
Restated Custodian Agreement described above (the "Agreement") as follows:
1. The Fund and the Custodian agree that the USAA Target Retirement Income
Fund, USAA Target Retirement 2020 Fund, USAA Target Retirement 2030 Fund, USAA
Target Retirement 2040 Fund, and USAA Target Retirement 2050 Fund are hereby
added to the Agreement as Portfolios in accordance with Section 18 of the
Agreement.
2. The Fund and the Custodian agree that Section 2.1 of the Agreement is
hereby amended by adding the following provision to the end of that section:
Notwithstanding the foregoing sentence, the Custodian is hereby
authorized to maintain the shares of certain open-end management
investment companies (the "Underlying Funds") owned by one or more of
the USAA Target Retirement Income Fund, USAA Target Retirement 2020
Fund, USAA Target Retirement 2030 Fund, USAA Target Retirement 2040
Fund, and USAA Target Retirement 2050 Fund (and such other series
subsequently established by the Fund and made subject to this Agreement
in accordance with Section 18 and which invest in Underlying Funds)
(each a "Fund of Funds" and collectively the "Funds of Funds") in
book-entry form directly with the transfer agent or a designated
sub-transfer agent of each such Underlying Fund (an "Underlying Fund
Transfer Agent"), subject to and in accordance with the following
provisions: (1) such Underlying Fund shares shall be maintained in
separate custodian accounts for each Fund of Funds in the Custodian's
name or nominee, as the custodian for such Fund of Funds; and (2) the
Custodian will implement appropriate control procedures (the "Fund of
Funds Control Procedures") to ensure that (a) only authorized personnel
of the Custodian will be authorized to give instructions to the
Underlying Fund Transfer Agent in connection with a Fund of Funds'
purchase or sale of Underlying Fund shares, (b) trade instructions sent
to an Underlying Fund Transfer Agent are properly acknowledged by the
Underlying Fund Transfer Agent, and (c) the Underlying Fund Transfer
Agent's records of each Fund of Funds' holdings of Underlying Fund
shares are properly reconciled with the Custodian's records.
3. The Fund and the Custodian agree that Section 2.2 of the Agreement is
hereby amended by adding the following provision as item (17) to Section 2.2 and
changing the designation of current item (17) to item (18):
17) in the case of the sale of Underlying Fund shares by a Fund of
Funds, the Custodian shall release such Underlying Fund
shares, provided that, the Custodian shall only send
instructions to sell shares to an Underlying Fund Transfer
Agent in accordance with the Fund of Funds Control Procedures
upon receipt of matching sell instructions from USAA
Investment Management Company's ("IMCO") [compliance/custody]
operations on the one hand, and IMCO's trading operations on
the other hand.
4. The Fund and the Custodian agree that Section 2.6 of the Agreement is
hereby amended by adding the following provision as item (9) to Section 2.6 and
changing the designation of current item (9) to item (10):
9) in the case of the purchase of Underlying Fund shares for a
Fund of Funds, the Custodian shall pay for and receive such
Underlying Fund shares purchased for the account of a
Portfolio, provided that, (A) the Custodian shall only send
instructions to purchase such shares to the Underlying Fund
Transfer Agent in accordance with the Fund of Funds Control
Procedures upon receipt of matching purchase instructions from
IMCO's [custody/compliance] operations, on the one hand, and
IMCO's trading operations, on the other, and (B) the Custodian
shall release funds to the Underlying Fund Transfer Agent only
after receiving confirmation from such Underlying Fund
Transfer Agent that it has received such purchase
instructions.
5. Except as modified and amended hereby, the Agreement is hereby ratified
and confirmed in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative
under seal as of the date first above written.
USAA MUTUAL FUNDS TRUST FUND SIGNATURE ATTESTED TO BY:
By: By:
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Name: Name:
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Title: Title:
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STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: By:
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Name: Name:
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Title: Title:
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