EXHIBIT 1(b)(iii)
USAA LIFE INVESTMENT TRUST
SECOND AMENDMENT TO MASTER TRUST AGREEMENT
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This Amendment, dated February 18, 1998 ("Second Amendment"), amends the
Master Trust Agreement, dated December 14, 1994 ("Initial Trust Agreement"), as
amended February 7, 1997 ("First Amendment") (the "Initial Trust Agreement," and
the "First Amendment," collectively referred to as the "Agreement") of USAA Life
Investment Trust ("Trust").
RECITALS
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WHEREAS, the Trust's Board of Trustees ("Board"), pursuant to the Initial
Trust Agreement, established and designated five initial series, namely the USAA
Life Variable Annuity Money Market Fund, USAA Life Variable Annuity Income Fund,
USAA Life Variable Annuity Growth and Income Fund, USAA Life Variable Annuity
World Growth Fund, and USAA Life Variable Annuity Diversified Assets Fund
(collectively, the "Initial Funds"), as separate sub-trusts of the Trust; and
WHEREAS, the Board, pursuant to the First Amendment, amended the Initial
Trust Agreement to (i) establish and designate two additional series, namely the
USAA Life Variable Annuity Aggressive Growth Fund and USAA Life Variable Annuity
International Fund (together with the "Initial Funds," the "Funds"), as separate
sub-trusts of the Trust, and (ii) reflect changes in the names of the Initial
Funds, which changes had been previously effected by resolutions that the Board
had adopted by written consent on or about December 20, 1994; and
WHEREAS, the Trust, at the request of USAA Life Insurance Company ("USAA
Life"), has resolved that the Trust offer and sell its shares to (1) the Life
Insurance Separate Account of USAA Life Insurance Company in connection with
USAA Life's variable universal life insurance policies, in addition to (2) the
Separate Account of USAA Life Insurance Company in connection with USAA Life's
variable annuity contracts; and
WHEREAS, the Board desires to amend the Agreement to change the name of
each Fund of the Trust to exclude the term "Variable Annuity," which terms
reflects the offer of Trust shares only in connection with variable annuity
contracts and not variable universal life insurance policies; and
WHEREAS, Section 6.3 of the Agreement provides that the Agreement may be
amended by an instrument in writing signed by a majority of the Trustees,
provided that the amendment does not repeal the limitations on personal
liability of any shareholder or Trustee or repeal the prohibition of assessment
upon the shareholders without the express consent of each shareholder or Trustee
involved, does not adversely affect the rights of any shareholder with respect
to which such amendment is or purports to be applicable, and does not contravene
applicable law; and
WHEREAS, the Board has determined that the changes in the Agreement to be
effected by this Second Amendment satisfy the conditions set forth in Section
6.3 of the Agreement; and
WHEREAS, the Board has approved this Second Amendment to the Agreement;
NOW THEREFORE, the Board hereby amends the Agreement, effective May 1, 1998
(or such other date as the SEC may declare a post-effective amendment to the
Trust's Form N-1A Registration Statement regarding the matter effective under
the Securities Act of 1933) as follows:
1. The first sentence of Section 4.2 is amended to read as follows:
Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Sub-Trusts,
the Trustees hereby establish and designate the following seven
Sub-Trusts: USAA Life Money Market Fund, USAA Life Income Fund,
USAA Life Growth and Income Fund, USAA Life World Growth Fund,
USAA Life Diversified Assets Fund, USAA Life Aggressive Growth
Fund and USAA Life International Fund.
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the Trustees named below do hereby amend the Agreement
as of the date first set forth above.
/s/_____________________ /s/_____________________
Xxxxx X. Xxxxxx Xxxx X. Xxxx
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Xxxxxxx X.X. Xxxx Xxxx X. Xxxxx
/s/_____________________
June X. Xxxxx
