exhibit 1(c)
USAA INVESTMENT TRUST
AMENDMENT NO. 2
TO
FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 2 to the First Amended and Restated Master Trust Agreement of
USAA Investment Trust (the "Trust") dated June 2, 1995 (the "Agreement"), made
as of the 17th day of September, 2001.
W I T N E S S E T H:
WHEREAS, Section 7.3 of the Agreement provides that the Agreement may be
amended at any time, so long as such amendment does not adversely affect the
rights of any shareholder and so long as such amendment is not in contravention
of applicable law, including the Investment Company Act of 1940, by an
instrument in writing signed by a majority of the then Trustees or by an officer
of the Trust pursuant to a vote of a majority of the Trustees; and
WHEREAS, A majority of the Trustees desire to amend Sections 4.2, 4.2(d),
and 7.2 of the Agreement to change the name of the series of shares designated
as the "Gold Fund" to the "Precious Metals and Minerals Fund."
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. AMENDMENT TO SECTION 4.2. Section 4.2 of the Agreement is hereby deleted
in its entirety and the following is substituted therefor:
"Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. 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 eleven Sub-Trusts; the "Precious Metals and
Minerals Fund," the "Cornerstone Strategy Fund," the "International Fund,"
the "Growth and Tax Strategy Fund," the "Treasury Money Market Trust," the
"GNMA Trust," the "World Growth Fund," the "Emerging Markets Fund," the
"Growth Strategy Fund," the "Income Strategy Fund," and the "Balanced
Strategy Fund." The Precious Metals and Minerals Fund, Cornerstone Strategy
Fund, International Fund, Growth and Tax Strategy Fund, Treasury Money
Market Trust, GNMA Trust, World Growth Fund, Emerging Markets Fund, Growth
Strategy Fund, Income Strategy Fund, and Balanced Strategy Fund, and any
Shares of any further Sub-Trusts that may from time to time be established
and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Sub-Trust at the time of
establishing and designating the same) have the following relative rights
and preferences:"
2. AMENDMENT TO SECTION 4.2(D). The last sentence of Section 4.2(d) of the
Agreement is hereby deleted and the following is substituted therefor:
The liquidation of any particular Sub-Trust may be authorized by vote
of majority of the Trustees then in office without the approval of
shareholders of such Sub-Trust; provided, however, that the liquidation of
the Growth and Tax Strategy Fund, Cornerstone Strategy Fund, Emerging
Markets Fund, Precious Metals and Minerals Fund, International Fund, World
Growth Fund, GNMA Trust and Treasury Money Market Trust shall be subject to
the approval of a majority of the outstanding voting Shares of the
Sub-Trust, as defined in the 1940 Act.
3. AMENDMENT TO SECTION 7.2. Section 7.2 of the Agreement is hereby deleted
in its entirety and the following is substituted therefor:
Section 7.2 REORGANIZATION. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or
more Sub-Trusts, to another trust, partnership, association or corporation
organized under the laws of any state of the United States, or to the Trust
to be held as assets belonging to another Sub-Trust of the Trust, in
exchange for cash, shares or other securities (including, in the case of a
transfer to another Sub-Trust of the Trust, Shares of such other Sub-Trust)
with such transfer either (1) being made subject to, or with the assumption
by the transferee of, the liabilities belonging to each Sub-Trust the
assets of which are so transferred, or (2) not being made subject to, or
not with the assumption of, such liabilities without the approval of
shareholders of such Sub-Trust; provided, however, that with respect to the
Growth and Tax Strategy Fund, Cornerstone Strategy Fund, Emerging Markets
Fund, Precious Metals and Minerals Fund, International Fund, World Growth
Fund, GNMA Trust, and Treasury Money Market Trust, no assets belonging to
any such Sub-Trust shall be so transferred unless the terms of such
transfer shall have first been approved at a meeting called for the purpose
by the affirmative vote of the holders of a majority of the outstanding
voting Shares, as defined in the 1940 Act, of that Sub-Trust. Following
such transfer, the Trustees shall distribute such cash, shares or other
securities (giving due effect to the assets and liabilities belonging to
and any other differences among the various Sub-Trusts the assets belonging
to which have so been transferred) among the Shareholders of the Sub-Trust
the assets belonging to which have been so transferred; and if all of the
assets of the Trust have been so transferred, the Trust shall be
terminated.
2
The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into one
or more other trusts, partnerships, associations, or corporations organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States, or have one or more such trusts, partnership associations, or
corporation merged into it, any such consolidation to merger to be upon such
terms and conditions as are specified in an agreement and plan of reorganization
entered into by the Trust, or one or more Sub-Trusts as the case may be, in
connection therewith. The terms "merge" or "merger" as used herein shall also
include the purchase or acquisition of any assets of any other trust,
partnership, association, or corporation which is an investment company
organized under the laws of the Commonwealth of Massachusetts or any other state
of the United States. The Trustees may effect any such consolidation or merger
without the approval of shareholders of a particular Sub-Trust; provided,
however, that with respect to the Growth and Tax Strategy Fund, Cornerstone
Strategy Fund, Emerging Markets Fund, Precious Metals and Minerals Fund,
International Fund, World Growth Fund, GNMA Trust, and Treasury Money Market
Trust any such consolidation or merger shall require the affirmative vote of the
holders of a majority of the outstanding voting Shares, as defined in the 1940
Act, of each Sub-Trust affected thereby.
4. EFFECTIVE DATE. This Amendment and the changes to the Agreement effected
hereby shall be effective October 1, 2001.
IN WITNESS WHEREOF, the undersigned, constituting a majority of the
Trustees of the Trust, have hereunto set their hands as of the day and year
first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
3
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STATE OF TEXAS ss.
ss.
COUNTY OF BEXAR ss.
On this 17th day of September, 2001, personally before me appeared the
above-named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ each of whom acknowledged the foregoing instrument to be his or her free
act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
NOTARY PUBLIC
My Commission Expires:
8/21/05
---------------------------
(Notarial Seal)
4