EXHIBIT 5(B)
FIRST AMENDMENT TO UNDERWRITING
AND ADMINISTRATIVE SERVICES AGREEMENT
This amendment, dated May 23, 2001, amends the Amended and Restated
Underwriting and Administrative Services Agreement, dated December 31, 1999
("Agreement"), by and between USAA Life Insurance Company (the "Company"), on
its own behalf and on behalf of the Separate Account of USAA Life Insurance
Company and the Life Insurance Separate Account of USAA Life Insurance Company
(the "Accounts"), USAA Life Investment Trust (the "Trust"), and USAA Investment
Management Company (the "Underwriter") (collectively, the "Parties").
RECITALS
WHEREAS, The Company and its affiliates may from time to time determine to
make capital contributions to new or existing portfolios of the Trust; and
WHEREAS, The Agreement provides that the Trust will make its shares
available for purchase exclusively by each Account; and
WHEREAS, Section 3.1 of the Agreement states that the Trust shall sell
shares of each underlying fund of the Trust ("Fund") that the Company orders on
behalf of each Account, based on transactions under variable annuity contracts
("Contracts") or variable universal life insurance policies ("Policies"), at
net asset value as set forth in the Trust's prospectus and statement of
additional information, as amended and in effect from time to time, and upon
the term and conditions set forth in the Agreement; and
WHEREAS, That Section 4.4 of the Trust's Master Trust Agreement authorizes
the Board of Trustees to accept investments in the Trust and each Fund from the
persons and on such terms and conditions as they from time to time authorize
and which are not inconsistent with the Investment Company Act of 1940; and
WHEREAS, Under current interpretation of the Internal Revenue Code of
1986, as amended, and regulations thereunder, the sale of shares of the Funds
must be limited to certain investors, including USAA Life, its affiliates, or
the separate accounts of any such entities, in order to preserve the
tax-qualified nature of the Contracts and Policies;
WHEREAS, The Board of Trustees, including a majority of the Independent
Trustees, has approved this amendment ("Amendment");
NOW, THEREFORE, The Parties hereto agree as follows:
1. The term "Company" is amended to include other affiliated life
insurance companies of USAA Life Insurance Company.
2. The third recital is amended as follows:
WHEREAS, the Trust will be an open-end management investment company under
the 1940 Act, whose shares will be registered under the 1933 Act, and will
make its shares available for purchase exclusively by the Company or its
Accounts and wishes to have the Underwriter serve as its principal
underwriter and the Company to provide, directly or through agent, certain
administrative and other services for the Trust; and
3. Section 3.9 is amended as follows:
3.9 The Trust agrees that its shares shall be sold only to the Company or
its Accounts, and that sales to the Company are to be made in connection
with the operation of the Accounts provided the return on interests held
by the Company is computed in the same manner as the return on interests
held by the Accounts (determined without regard to expense attributable to
the Contracts or Policies). No shares of any Fund may be sold to the
general public or to any life insurance company other than the Company.
The Board of Trustees may authorize the officers of the Trust to accept or
enter into agreements governing investments by the Company that conform to
the terms above.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed as of the date first set forth above.
USAA LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President & CEO
USAA LIFE INVESTMENT TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
ATTEST:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
USAA INVESTMENT MANAGEMENT
COMPANY
By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
ATTEST:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
452358
