EXHIBIT 6(b)
AMENDMENT TO UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
This amendment, dated February 7, 1997 amends the Underwriting and
Administrative Services Agreement, dated December 16, 1994 (Agreement), by and
between USAA Life Insurance Company (Company), on its own behalf and on behalf
of the Separate Account of USAA Life Insurance Company, USAA Life Investment
Trust (Trust), and USAA Investment Management Company (Underwriter)
(collectively, the Parties).
RECITALS
WHEREAS, the Underwriter, pursuant to the Agreement, currently serves as
the principal underwriter for the five initial series of the Trust, 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); and
WHEREAS, USAA Life, pursuant to the Agreement, currently provides
certain administrative services and bears certain expenses, with respect to the
Initial Funds; and
WHEREAS, the Underwriter and USAA Life propose to provide their
respective services to two new series of the Trust, namely, the USAA Life
Variable Annuity Aggressive Growth Fund and USAA Life Variable Annuity
International Fund (collectively, the New Funds), pursuant to the Agreement, as
amended hereby to include each New Fund (Amendment); and
WHEREAS, Section 3.13 of the Agreement contemplates that the scope of
the Agreement may be extended to include additional series of the Trust, such as
the New Funds; and
WHEREAS, the Board, including a majority of disinterested Trustees, has
approved this Amendment;
NOW THEREFORE, the Parties hereto agree as follows:
1. The references to Fund as defined in and used throughout the Agreement
shall include each New Fund, except as provided below.
2. The references to Fund in Sections 8.4 and 8.5 of the Agreement shall be
changed to Initial Fund.
3. Section 8.4 of the Agreement is revised to add the following after the
last sentence:
The Company, out of its general account, agrees to pay directly or
reimburse the Trust for the Trust's expenses set out in Section 8.2
above to the extent that such
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expenses exceed .70% of the monthly average net assets of USAA Life
Variable Annuity Aggressive Growth Fund, and 1.10% of the monthly average
net assets of USAA Life Variable Annuity International Fund.
4. Section 8.5 of the Agreement is revised to add the following before the
last sentence:
The Company, out of its general account, agrees to reimburse the
Underwriter for all reasonable expenses that the Underwriter incurs in
rendering services pursuant to the Agreement, the investment advisory
agreement between the Underwriter and the Trust, and any other agreement
between the Underwriter and the Trust or the Company, but only to the
extent these expenses, collectively, exceed, on an annual basis, 0.50% of
the monthly average net assets of the USAA Life Variable Annuity Aggressive
Growth Fund, and 0.65% of the monthly average net assets of the USAA Life
Variable Annuity International Fund (each an expense limit).
5. Section 8.5 of the Agreement is further revised to add the following as the
last sentence:
In the event the Underwriter's expenses, on an annual basis, fall below
either expense limit, the Underwriter and the Company agree to consider
whether any modification to the foregoing expense reimbursement
arrangements may be necessary or appropriate, in light of the best
interests of the shareholders of each Fund.
6. Except as otherwise provided herein, the terms of the Agreement, shall
apply or continue to apply, as the case may be, with full force and effect
with respect to each Initial Fund and each New Fund.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇.▇. ▇▇▇▇▇▇▇▇, ▇▇.
Assistant Secretary
USAA LIFE INVESTMENT TRUST
ATTEST:
/s/ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇. BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
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USAA INVESTMENT MANAGEMENT
COMPANY
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Assistant Secretary
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