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EXHIBIT 99.B5(p)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated
as of May 31, 1996, is made by and between SEI Financial Management Corporation
("Transferor"), and SEI Fund Management ("Transferee"), with reference to the
following Recitals.
A. Transferor serves as the administrator to several
facilities of mutual funds pursuant to certain administration agreements with
such funds;
B. Transferor has agreed to sell, transfer and deliver
to Transferee certain of its assets relating to its mutual fund administration
business, including the mutual fund administration agreements identified on
Exhibit A hereto; and
C. Transferee has agreed that at the time of the
transfer of such assets, it will assume all of Transferor's liabilities arising
out of such administration agreements.
NOW THEREFORE, in consideration of the terms and conditions of
the Agreement and other good and valuable consideration, the receipt of which
is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
1. Transferor hereby grants, sells, conveys, transfers
and delivers to Transferee all of Transferor's right, title and interest in and
to the assets described in Schedule I attached hereto, including, without
limitation, all of its contracts, licenses and other documents or instruments
by which Transferor is bound and which are assumed hereby.
2. Transferee hereby assumes and agrees to perform or to
pay or discharge the obligations and liabilities of Transferor described on
Schedule II hereto.
3. Nothing contained in this Agreement shall be deemed
to confer any rights or benefits upon any person not a party to the Agreement.
This Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the respective parties. This Agreement shall be
governed and interpreted in accordance with the law of the Commonwealth of
Pennsylvania without reference to the conflicts of laws principles of such
state.
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IN WITNESS WHEREOF, the undersigned have caused this
instrument to be duly executed as of the date first set forth above.
Attest: SEI Financial Management Corporation
[sig] By: [sig]
--------------------------------- --------------------------------
Name:
Title:
Attest: SEI Fund Management
[sig] By: [sig]
--------------------------------- --------------------------------
Name:
Title:
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SCHEDULE I & II
AGREEMENT TYPE BETWEEN SFM AND: DATE OF AGREEMENT EXPIRATION DATE
Management Agreement SEI Liquid Asset Trust (formerly October 31, 1986 March 31, 1997
TrustFunds Liquid Asset Trust)
Management Agreement SEI Tax Exempt Trust (formerly May 23, 1986 March 31, 1997
TrustFunds Tax Exempt Trust)
Management Agreement SEI Daily Income Trust (formerly May 23, 1986 March 31, 1997
Cash+Plus Trust)
Management Agreement SEI Index Funds, on behalf of the Bond January 20, 1986 March 31, 1997
Index Portfolio (formerly TrustFunds
Equity Index Funds)
Management Agreement SEI Index Funds, on behalf of the S&P July 25, 1986 March 31, 1997
500 Portfolio (formerly TrustFunds
Index Funds)
Management Agreement SEI Institutional Managed Trust January 22, 1987 March 31, 1997
(formerly TrustFunds Institutional
Managed Trust)
Management Agreement SEI International Trust (formerly SEI August 30, 1988 March 31, 1997
Wealth Management Trust)
Administration Agreement Insurance Investment Products Trust December 30, 1994 March 31, 1997
Administration Agreement SEI Asset Allocation Trust April 1, 1996 March 31, 1997
