DEF 14A: Definitive proxy statements

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12


SEI Investments Company
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(Name of Registrant as Specified In Its Charter)


NA
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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SEI INVESTMENTS NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD MAY 10, 2000

SEI Investments Company
Oaks, PA 19456-1100

Notice of Annual Meeting of Shareholders
To be Held May 10, 2000

The Annual Meeting of Shareholders of SEI Investments
Company (the "Company"), a Pennsylvania business
corporation, will be held at 10:00 a.m., local time,
Wednesday, May 10, 2000, at One Freedom Valley Drive,
Oaks, PA 19456-1100 for the following purposes:

1. To elect three directors for a term expiring at the
2003 Annual Meeting;

2. To ratify the selection of Arthur Andersen LLP as
the Company's auditors for 2000; and

3. To transact such other business as may properly come
before the Annual Meeting or any adjournments
thereof.

Only shareholders of record at the close of business
on April 5, 2000 will be entitled to notice of, and
to vote at, the Annual Meeting and at any
adjournments thereof.

By order of the Board of Directors,

William M. Doran
Secretary
April 17, 2000

Your vote is important. Accordingly, you are asked to
complete, sign, and return the accompanying proxy
card in the envelope provided, which requires no
postage if mailed in the United States.

SEI Investments Company
Oaks, PA 19456-1100

Proxy Statement

2000 Annual Meeting of Shareholders

This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of SEI
Investments Company (the "Company") of proxies for
use at the 2000 Annual Meeting of Shareholders of the
Company to be held on May 10, 2000 (the "2000 Annual
Meeting") and at any adjournments thereof. Action
will be taken at the meeting upon the election of
three directors, ratification of the selection of
Arthur Andersen LLP as the Company's auditors for
2000, and such other business as may properly come
before the meeting and any adjournments thereof. This
Proxy Statement, the accompanying proxy card, and the
Company's Annual Report for 1999 will first be sent
to the Company's shareholders on or about April 17,
2000.

Voting at the Meeting

Only the holders of the Company's Common Stock, par
value $.01 per share ("Shares"), of record at the
close of business on April 5, 2000 are entitled to
vote at the 2000 Annual Meeting. On that date there
were 17,668,651 Shares outstanding and entitled to be
voted at the meeting. Each holder of Shares entitled
to vote will have the right to one vote for each
Share outstanding in his or her name on the books of
the Company. See "Ownership of Shares" for
information regarding the ownership of Shares by
directors, nominees, officers, and certain
shareholders of the Company.
The Shares represented by each properly executed
proxy card will be voted in the manner specified by
the shareholder. If instructions to the contrary are
not given, such Shares will be voted FOR the election
to the Board of Directors of the nominees listed
herein, and FOR ratification of the selection of
Arthur Andersen LLP as the Company's auditors for
2000. If any other matters are properly presented to
the meeting for action, the

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proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in
accordance with their best judgment.
Execution of the accompanying proxy card will not
affect a shareholder's right to attend the 2000
Annual Meeting and vote in person. Any shareholder
giving a proxy has the right to revoke it by giving
written notice of revocation to the Secretary of the
Company at any time before the proxy is voted. Under
the Pennsylvania Business Corporation Law, if a
shareholder (including a nominee, broker, or other
record owner) records the fact of abstention or fails
to vote (including broker non-votes) either in person
or by proxy, such action is not considered a vote
cast and will have no effect on the election of
directors or the ratification of the selection of
Arthur Andersen LLP, but will be considered present
for purposes of determining a quorum.

(Proposal No. 1) Election of Directors

The Board of Directors of the Company currently
consists of seven members and is divided into three
classes, one class comprising three directors, and
two classes comprising two directors. One class is
elected each year to hold office for a three-year
term and until successors of such class are duly
elected and qualified, except in the event of death,
resignation, or removal. Subject to shareholder
approval at this meeting, three directors will be
elected for the current class. This class will be
elected at the 2000 Annual Meeting by a plurality of
votes cast at the meeting.
Messrs. Greer, Lieb and Romeo, each of whom are
current members of the Board of Directors, have been
nominated by the Board of Directors for election as
directors at the 2000 Annual Meeting. Shares
represented by properly executed proxy cards in the
accompanying form will be voted for such nominees in
the absence of instructions to the contrary. The
nominees have consented to be named and to serve if
elected. The Company does not know of anything that
would preclude the nominees from serving if elected.
If, for any reason, a nominee should become unable or
unwilling to stand for election as a director, either
the Shares represented by all proxies authorizing
votes for such nominee will

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be voted for the election of such other person as the
Board of Directors may recommend or the number of
directors to be elected at the 2000 Annual Meeting
will be reduced accordingly.
The Board of Directors unanimously recommends that
the shareholders vote FOR the election of Messrs.
Greer, Lieb and Romeo as directors at the 2000 Annual
Meeting.
Set forth below is certain information concerning
Messrs. Greer, Lieb and Romeo and each of the four
other current directors whose terms continue after
the 2000 Annual Meeting.

Nominees for election at the 2000 Annual Meeting:

Henry H. Greer, 62, has been a director since
November 1979 and is a member of the Audit Committee
of the Board of Directors. Mr. Greer served as the
Company's President and Chief Operating Officer from
August 1990 until March 1999, and as the Company's
Chief Financial Officer from September 1996 until
March 1999. From May 1989 until August 1990, Mr.
Greer served as President of the Company's Benefit
Services Division under a consulting arrangement. For
the eleven-year period prior to August 1990, Mr.
Greer was President of the Trident Capital Group, a
venture capital firm. Mr. Greer is a member of the
board of directors of Omega Healthcare Investors,
Inc., a publicly traded real estate investment trust,
and Astea International Inc, a publicly traded
technology company.

Richard B. Lieb, 52, has been an Executive Vice
President of the Company since October 1990 and a
director since 1994. Mr. Lieb has been President of
the Company's Investment Systems and Services Unit
since 1995. Mr. Lieb was President and Chief
Executive Officer of the Company's Insurance Asset
Services Division from March 1989 until October 1990.
From 1986 to 1989, Mr. Lieb served in various
executive positions with the Company. Mr. Lieb is a
member of the board of directors of Finisar
Corporation and OAO Technology Solutions, Inc., each
of which is a publicly traded technology company.

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Carmen V. Romeo, 56, has been an Executive Vice
President of the Company since December 1985 and a
director since June 1979. Mr. Romeo is President of
the Company's Investment Advisory Group. Mr. Romeo
was Treasurer and Chief Financial Officer of the
Company from June 1979 until September 1996.

Directors continuing in office with terms expiring in
2001:

Alfred P. West, Jr., 57, has been the Chairman of the
Board of Directors and Chief Executive Officer of the
Company since its inception in 1968. From June 1979
until August 1990, Mr. West also served as the
Company's President. He is a member of the
Compensation Committee of the Board of Directors.

William M. Doran, 59, has been a director since March
1985 and is a member of the Compensation Committee of
the Board of Directors. Mr. Doran is Secretary of the
Company and since October 1976 has been a partner in
the law firm of Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania. Mr. Doran is a trustee of
SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Institutional Managed Trust,
SEI Index Funds, SEI Institutional International
Trust, SEI Asset Allocation Trust, SEI Institutional
Investments Trust, SEI Insurance Products Trust, The
Arbor Fund, The Advisors' Inner Circle Fund, Oak
Associates Fund and The Expedition Funds, each of
which is an investment company for which the
Company's subsidiaries act as advisor, administrator
and/or distributor.

Directors continuing in office with terms expiring in
2002:

Henry H. Porter, Jr., 65, has been a director since
September 1981 and is a member of the Audit,
Compensation and Stock Option Committees of the Board
of Directors. Since June 1980, Mr. Porter has been a
private investor and financial consultant. Mr. Porter
is a member of the board of directors of Caldwell &
Orkin Funds, Inc., which is a registered mutual fund
company.

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Kathryn M. McCarthy, 51, has been a director since
October 1998. Since that time, Ms. McCarthy also has
been a member of the Audit Committee of the Board of
Directors. From November 1996 to June 1999,
Ms. McCarthy was President of MARUJUPU, LLC, an
investment management and estate planning company;
since June 1999, Ms. McCarthy has been a consultant
to MARUJUPU, LLC. Together with her husband, who is
the president of Clifford Asset Management ("CAM"), a
registered investment advisor that utilizes
investment products and services of the Company for
the benefit of its clients, Ms. McCarthy beneficially
owns a majority equity interest in the holding
company that owns CAM. In 1999, CAM received $800,000
in revenue from client investments in SEI accounts.
In addition, CAM received approximately $7,500 in
marketing support, as well as certain ancillary
support services of the type provided to other
investment adviser clients of the Company. From June
1992 until October 1996, Ms. McCarthy was a senior
financial counselor/portfolio manager with
Rockefeller & Company, Inc. Since February 2000,
Ms. McCarthy has been the director of client advisory
services with Rockfeller & Company, Inc.

Board and Committee The Board of Directors of the Company held five
Meetings meetings in 1999. During the year, all directors
attended all meetings of the Board of Directors and
of the committees on which they served. Standing
committees of the Board of Directors of the Company
are the Audit Committee, Compensation Committee and
Stock Option Committee. The Audit Committee has three
members, Messrs. Greer and Porter and Ms. McCarthy.
Members of the Compensation Committee are Messrs.
West, Doran and Porter. The members of the Stock
Option Committee are Mr. Porter and Ms. McCarthy.
During 1999, the Audit Committee met two times.
The principal functions of the Audit Committee are to
review with management and the Company's independent
public accountants the scope and results of the
various audits conducted during the year; to discuss
with management and the Company's independent public
accountants the Company's annual

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financial statements; and to review fees paid to, and
the scope of services provided by, the Company's
independent public accountants.
During 1999, the Compensation Committee met five
times. The principal function of the Compensation
Committee is to administer the Company's compensation
programs, including certain stock plans and bonus and
incentive plans. The Compensation Committee also
reviews with management and approves the salaries of
senior corporate officers and employment agreements
between the Company and senior corporate officers.
During 1999, the Stock Option Committee met four
times. The principal function of the Stock Option
Committee is to administer the Company's stock option
plan.
The Board of Directors does not have a Nominating
Committee. The Board will consider nominees for
election to the Board of Directors recommended by the
Company's shareholders. All such recommendations
should be submitted in writing to the Board of
Directors at the Company's principal office.

Ownership of Shares

The following table contains information as of
February 29, 2000 relating to the beneficial
ownership of Shares by each of the members of the
Board of Directors, the Chief Executive Officer and
each of the four other most highly compensated
executive officers of the Company, by members of the
Board of Directors and the Company's officers as a
group, and by the holders of 5% or more of the total
Shares outstanding. As of February 29, 2000, there
were 17,637,837 Shares outstanding. Information as to
the number of Shares owned and the nature of
ownership has been provided by these persons and is
not within the direct knowledge of the Company.
Unless otherwise indicated, the named persons possess
sole voting and investment power with respect to the
shares listed.

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