EXHIBIT 8(B)
SERVICE AGREEMENT
BY AND BETWEEN
USAA LIFE INSURANCE COMPANY
AND
USAA TRANSFER AGENCY CO.
D/B/A USAA SHAREHOLDER ACCOUNT SERVICES
This Servicing Agreement (the "Agreement") made on the 3rd day of February,
1995, by and between USAA Life Insurance Company ("USAA Life") and USAA Transfer
Agency, Co., a Delaware corporation, doing business as USAA Shareholder Accounts
Services ("SAS").
RECITALS
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WHEREAS, USAA Life and SAS are each affiliates of the United Service
Automobile Association; and,
WHEREAS, USAA LIFE has, by agreement with Vantage Computer Services, Inc.
("Vantage"), dated July 5, 1994 (the "Vantage Agreement"), appointed Vantage as
its third party administrator for certain variable annuity contracts to be
issued by USAA Life ("Contracts"), including USAA Life's variable tax-sheltered
annuity contracts ("Variable TSAs"); and
WHEREAS, USAA Life wishes SAS to serve as a designated recipient of
applications and premiums paid with respect to Variable TSAs.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment of SAS
USAA Life appoints SAS to serve as a designated recipient of applications
and premiums paid with respect to Variable TSAs.
2. Duty of SAS
SAS shall receive applications and premiums paid with respect to Variable
TSAs, and direct such applications and premiums, in accordance with instructions
from USAA Life.
3. Duty of USAA Life and SAS
USAA Life shall instruct SAS and SAS shall perform its duty pursuant to
Section 2, in accordance with: (a) the federal securities laws, including
without limitation the principles under such laws to make it unnecessary for SAS
to register as a broker-dealer under the Securities Exchange Act of 1934; (b)
all other applicable agreements relating to the Contracts, including without
limitation the Vantage Agreement and the Distribution and Administration
Agreement between USAA Life and USAA Investment Management Company, an affiliate
of SAS; and (3) the prospectus for the Contracts.
4. Reimbursement
USAA Life agrees to reimburse SAS for its reasonable expenses incurred in
discharging its duties assumed under this contract. USAA Life and SAS agree to
fully cooperate in creating and implementing reimbursement procedures.
5. Termination
This Agreement shall be effective as of the date first above written and
shall remain in full force and effect thereafter, provided, however, that either
party hereto may terminate this Agreement upon 60 days' prior written notice to
the other party.
6. Governing Law
This Agreement shall be interpreted in accordance with and governed by the
laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
USAA LIFE INSURANCE COMPANY
BY: /s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX, CLU, FLMI
President
USAA TRANSFER AGENCY CO. d/b/a
USAA SHAREHOLDER ACCOUNT
SERVICES
BY: /s/ XXXXXX X. X. XXXXXXX
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XXXXXX X. X. XXXXXXX
Vice President
10396
