EXHIBIT 8(c)
FIRST AMENDMENT TO THE AMENDMENT
TO THE CUSTODIAN AGREEMENT BY AND BETWEEN
USAA LIFE INVESTMENT TRUST AND
STATE STREET BANK AND TRUST COMPANY
WHEREAS, the Custodian and the Trust are parties to a Custodian Agreement dated
December 16, 1994 governing the terms and conditions under which the Custodian
maintains custody of the securities and other assets of the Trust; and
WHEREAS, the Custodian and the Trust are also parties to an Amendment to
Custodian Agreement dated December 16, 1994 that provides for the maintenance of
the 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, as amended; and
WHEREAS, the Custodian and the Trust desire to amend the terms and conditions
under which the Custodian maintains the Trust's securities and other non-cash
property in the custody of certain foreign sub-custodians in conformity with the
requirements of Rule 17f-5 under the Investment Company Act of 1940, as amended;
and
WHEREAS, the Trust has been advised that the Custodian has provided written
notice of the advisability of such an amendment and called attention to a letter
of the staff of the Securities and Exchange Commission, dated February 28, 1995,
in effect authorizing the type of arrangement that is the subject of the
amendment,
NOW THEREFORE, in consideration of the premises and covenants contained herein,
the Custodian and the Trust hereby amend the Amendment to Custodian Agreement as
follows:
1. The second sentence of Section 4 that provides:
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 Trust for each
applicable Fund and physically segregate in that account, securities and
other assets of the Trust, and in the event that such institution
deposits the Trust's securities in a foreign securities depository, that
it shall identify on its books as belonging to the Custodian, as agent
for the Trust, the securities so deposited.
is deleted and in its place is substituted the following:
The Custodian may hold securities and other non-cash property for
all of its customers, including the Trust, with a foreign sub-custodian in a
single account that is identified as belonging to the Custodian for the benefit
of its customers, provided however, that (i) the records of the Custodian with
respect to securities and other non-cash property of the Trust which are
maintained in such account shall identify by book-
entry those securities and other non-cash property belonging to the
Trust and (ii) the Custodian shall require that securities and other
non-cash property so held by the foreign sub-custodian be held
separately from any assets of the foreign sub-custodian or of others.
2. Except as specifically superseded or modified by paragraph #1
above, the terms and provisions of the Amendment to Custodian Agreement
shall continue to apply with full force and effect.
USAA LIFE INVESTMENT TRUST
July 12, 1996 BY: /s/ XXXXX X. XXXXX
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Date XXXXX X. XXXXX,
Assistant Secretary
STATE STREET BANK AND TRUST
COMPANY
July 24, 1996 BY: /s/ XXXXXX X. XXXXX
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Date
EXECUTIVE VICE PRESIDENT
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