CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies SEI Index
Funds ("Trust") that it intends to assign all of its rights and delegate
its obligations under the Administration Agreement between the Trust and
SEI Financial Management Corporation, dated January 20, 1986, as amended
(the "Assignment and Assumption Agreement") to SEI Fund Management,
("Assignee"), no later than June 1, 1996, in connection with the transition
of Assignor's fund administration and distribution business to Assignee.
2. Trust releases Assignor from its rights and obligations under the Agreement
on or after the date the Assignment and Assumption Agreement is executed
and any liability or responsibility for (i) breach of the Agreement by
Assignee or (ii) demands and claims made against the Trust or damages,
losses or expenses incurred by the Trust on or after the date of the
Assignment and Assumption Agreement, unless such demands, claims, losses,
damages or expenses arose out of or resulted from an act or omission of
Assignor prior to the date of the Assignment and Assumption Agreement.
3. This consent is not a waiver or estoppel with respect to any rights the
Trust may have by reason of the past performance or failure to perform by
Assignor.
4. This consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that require(s) Assignee
(i) to assume all rights and obligations of Assignor under the Agreement
and (ii) to be liable to the Trust for any default or breach of the
Agreement to the extent the default or breach occurs on or after the date
of execution of the Assignment and Assumption Agreement.
5. Except as provided herein, neither this consent nor the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of the
Agreement.
Trust: Assignor:
SEI Index Funds SEI Financial Management Corporation
By: (signature) By: (signature)
Title: Vice President Title: Vice President
Date: May 31, 1996 Date: May 31, 1996
