CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies SEI
International Trust ("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 August 30, 1988, 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: SEI International Trust Assignor:
SEI Financial Management Corporation
By: signature appears here By: signature appears here
----------------------- ----------------------
Title: Title:
Vice President Vice President
Date: May 31, 1996 Date: May 31, 1996
