EXHIBIT (h)(3)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of May, 2001,
by and among First American Asset Management, a division of U.S. Bank National
Association, a national banking association organized and existing under the
laws of the United States of America ("First American"), U.S. Bancorp Xxxxx
Xxxxxxx Asset Management, Inc., a Delaware corporation ("PJAM"), First American
Insurance Portfolios, Inc., a Minnesota corporation ("FAIP"), and Hartford Life
Insurance Company, a Connecticut life insurance company (the "Insurance
Company").
WHEREAS, First American, FAIP and the Insurance Company are parties to
a Participation Agreement dated as of April 7, 2000 in the form appended hereto
as Exhibit A (the "Participation Agreement"), which is incorporated herein by
reference; and
WHEREAS, First American wishes to assign its rights, duties and
responsibilities under the Participation Agreement to PJAM, and PJAM wishes to
assume such rights, duties and responsibilities, each subject to the terms and
conditions of this Agreement; and
WHEREAS, in accordance with Section 21 of the Participation Agreement,
the Participation Agreement may not be assigned without the prior written
consent of all of the parties thereto; and
WHEREAS, the Board of Directors of FAIP, including a majority of the
directors who are not parties to this Agreement or "interested persons" (within
the meaning of the 0000 Xxx) of any party to this Agreement, have approved and
authorized the execution and delivery of this Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. First American hereby assigns and conveys all of its rights, duties
and obligations under the Participation Agreement to PJAM, and PJAM hereby
assumes all of such rights, duties and obligations under the Participation
Agreement, in each case subject to the terms of this Agreement.
2. Except as modified by this Agreement, all of the provisions, terms
and conditions set forth in the Participation Agreement shall remain in full
force and effect.
3. FAIP hereby consents to this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first above written.
FIRST AMERICAN ASSET MANAGEMENT, U.S. BANCORP XXXXX XXXXXXX ASSET
a division of U.S. Bank National MANAGEMENT, INC.
Association
By By
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Name: Name:
Title: Title:
FIRST AMERICAN INSURANCE PORTFOLIOS, HARTFORD LIFE INSURANCE COMPANY
INC.
By By
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Name: Name:
Title: Title:
