Exhibit 8(a)(iii)
AMENDMENT TO FULL SERVICE AGREEMENT
THIS AMENDMENT TO FULL SERVICE AGREEMENT (the "Amendment") dated as of July
24, 1996, is between ALLIANCE-ONE Services, L.P. ("ALLIANCE"), successor-by-
merger to Continuum Administrative Services Corporation, formerly known as
Vantage Computer Systems, Inc., and USAA LIFE INSURANCE COMPANY (the "CLIENT").
WHEREAS, Continuum Administrative Services Corporation and the CLIENT have
entered into that certain Full Service Agreement dated as of June 1994 (the
"Prior Agreement"); and
WHEREAS, ALLIANCE 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:
"ALLIANCE 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 ALLIANCE 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 ALLIANCE."
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 ALLIANCE for delivery to its policyholders
shall be delivered by ALLIANCE promptly after receipt of instructions from
CLIENT to do so."
"8.10 ALLIANCE shall provide a written notice approved by CLIENT to insured
individuals advising them of the identity of, and relationship among, ALLIANCE,
the policyholder and CLIENT. ALLIANCE shall identify and state separately in
writing, to the persons paying to ALLIANCE 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 ALLIANCE.
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 ALLIANCE 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.
ALLIANCE:
ALLIANCE-ONE SERVICES, L.P.
By Continuum New TPA Corporation
Its Managing General Partner
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Secretary
CLIENT:
USAA LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President,
Managing Attorney
