CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies The
Advisors' Inner Circle 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 November
14, 1991 (the "Assignment and Assumption Agreement") to SEI Fund Resources,
("Assignee"), no later than June 1, 1996, in connection with the transition
of Assignors 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 consolidated 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
Assignment Agreement shall alter or modify the terms or conditions of the
Agreement.
Trust: Assignor:
The Advisors' Inner Circle Fund SEI Financial Management Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President Title: Senoir Vice President
Date: June 1, 1996 Date: June 1, 1996
