Exhibit 8(a)(ii)
AMENDMENT TO FULL SERVICE AGREEMENT
THIS AMENDMENT TO FULL SERVICE AGREEMENT (the "Amendment") dated as of
December 14, 1995, is between Continuum Administrative Services Corporation,
formerly known as Vantage Computer Systems, Inc. ("CASCO"), and USAA LIFE
INSURANCE COMPANY (the "CLIENT").
WHEREAS, CASCO and the CLIENT have entered into that certain Full Service
Agreement dated as of June 1994 (the "Prior Agreement"); and
WHEREAS, CASCO and CLIENT now desire to amend the Prior Agreement as herein
set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1 - AMENDMENT
1.1 Amendment of Prior Agreement. The Prior Agreement is hereby amended to
include each of the following provisions set forth in this Section 1. The Prior
Agreement, as amended by this Amendment, is hereinafter referred to as the
"Agreement." In the event of a conflict between the terms of the Prior Agreement
and the terms of this Amendment, the terms of this Amendment shall control.
1.2 Fiduciary Account. Section 3.2 of the Prior Agreement is hereby amended
by replacing the third sentence with the following sentence:
"CASCO will immediately (and in any event within fifteen days) remit such funds
to the person or persons entitled thereto, or shall promptly (and in any event
within fifteen days) deposit them in a fiduciary account established and
maintained by CASCO in the name of CLIENT, which fiduciary account, with respect
to funds relating to Nevada policyholders, shall be deposited in an account
located at a financial institution located in Nevada."
1.3 Termination. Section 6.1 of the Prior Agreement is hereby amended to add
the following after the second sentence:
"CLIENT must fulfill all lawful obligations with respect to policies affected by
the Agreement, regardless of any dispute between CLIENT and CASCO."
1.5 Notices. New Section 8.9 and 8.10 are hereby added to state as follows:
"8.9 Any policies, certificates, booklets, termination notices or other written
communications delivered by CLIENT to CASCO for delivery to its policyholders
shall be delivered by CASCO promptly after receipt of instructions from CLIENT
to do so."
"8.10 CASCO shall provide a written notice approved by CLIENT to insured
individuals advising them of the identity of, and relationship among, CASCO, the
policyholder and CLIENT. CASCO shall identify and state separately in writing,
to the persons paying to CASCO any charge or premium for coverage, the amount of
any such charge or premium specified by CLIENT for such coverage."
1.6 Name Change. All references to VANTAGE in the Prior Agreement shall be
amended to refer to CASCO.
SECTION 2 - MISCELLANEOUS
2.1 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Prior Agreement and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Prior Agreement are ratified and
confirmed and shall continue in full force and effect.
2.2 Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of CLIENT and CASCO and their respective successors and permitted
assigns.
2.3 Corporate Authority. Each party thereto represents and warrants to each
other party that it is empowered under the applicable laws and regulations and
by its charter and bylaws to enter into this Amendment and to perform the
Agreement and that all requisite corporate proceedings have been taken to
authorize it to enter into this Amendment and perform the Agreement.
EXECUTED as of this date first written above.
CASCO:
CONTINUUM ADMINISTRATIVE SERVICES
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
CLIENT:
USAA LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Life Marketing
Services