CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies The Arbor
Fund (the "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 28, 1993, as amended
and restated May 17, 1994 and the Administration Agreement between the
Trust and SEI Financial Management Corporation, dated August 1, 1994, (the
"Agreements") to SEI Fund Resources, ("Assignee"), no later than June 1,
1996, in connection with the transition of Assignor's fund administration
and distribution business to Assignee;
2. The Trust releases Assignor from its rights and obligations under the
Agreements on or after the date the Assignment and Assumption Agreement is
executed and any liability or responsibility for (i) breach of the
Agreements 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 requires Assignee
(i) to assume all rights and obligations of Assignor under the Agreements
and (ii) to be liable to the Trust for any default or breach of the
Agreements 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
Agreements.
Trust: Assignor:
THE ARBOR FUND SEI Financial Management Corporation
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President Title: Senior Vice President
Dated as of June 1, 1996 Dated as of June 1, 1996
