EXHIBIT (h)(19)
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment") is dated as of ____, 2000,
by and among FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK (the
"Company"), THE GALAXY VIP FUND (the "Fund"), FLEET INVESTMENT ADVISORS, INC.
(the "Adviser"), PROVIDENT DISTRIBUTORS, INC. (the "Distributor") and PFPC
DISTRIBUTORS, INC. ("PFPC Distributors").
RECITALS
WHEREAS, the parties hereto are also parties to one or more agreements
and addenda (the "Existing Agreements") relating to the Company, on behalf of
itself and its separate Accounts, purchasing shares of the portfolios of the
Fund which are distributed by the Distributor; and
WHEREAS, as provided in Paragraph 3 below, PFPC Distributors will
become the distributor for the Fund and the Distributor will cease being the
distributor for the Fund; and
WHEREAS, the Distributor wishes to assign to PFPC Distributors, and
PFPC Distributors wishes to accept, all of the Distributor's rights and
obligations under the Existing Agreements; and
WHEREAS, the Company, the Fund and the Adviser wish to consent to such
assignment.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. ASSIGNMENT BY DISTRIBUTOR. Distributor hereby assigns all of its
rights and obligations under the Existing Agreements to PFPC Distributors, and
PFPC Distributors hereby accepts such assignment. The Company, the Fund and the
Adviser hereby consent to such assignment. After the date of this Agreement, all
references to Distributor or Provident Distributors, Inc. in the Existing
Agreements shall be deemed to refer to PFPC Distributors.
2. NOTICES AND COMMUNICATIONS. All communications and notices required
under the Existing Agreements shall be sent in accordance with the procedure set
forth in the Existing Agreements to PFPC Distributors at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President.
3. EFFECTIVE DATE. This Assignment shall become effective immediately
upon the consummation of the acquisition of Provident Distributors, Inc. by PFPC
Distributors, Inc. (or a substantially similar transaction), which the parties
anticipate to occur on or about December 31, 2000.
4. RATIFICATION AND CONFIRMATION OF EXISTING AGREEMENT. The parties
hereby confirm and ratify the terms of the Existing Agreements.
5. COUNTERPARTS. This Assignment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
6. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants,
indemnification obligations and conditions of the Existing Agreements shall
remain unamended and shall continue in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Assignment
Agreement as of the date first written above.
FIRST GOLDEN AMERICAN LIFE
INSURANCE COMPANY OF NEW YORK
By:
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Name:
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Title:
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THE GALAXY VIP FUND
By:
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Name:
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Title:
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FLEET INVESTMENT ADVISORS, INC.
By:
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Name:
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Title:
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PFPC DISTRIBUTORS, INC.
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
PROVIDENT DISTRIBUTORS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
