MISCELLANEOUS EXHIBIT
Published on March 31, 1997
EXHIBIT 99
The undertaking set forth below is filed for purposes of incorporation by
reference into Part II of the registration statements on Form S-8, File No. 2-
73997, File No. 2-75629, File No. 2-78133, File No. 2-80841, File No. 2-89659,
File No. 33-19952, File No. 33-24595, and File No. 33-41602.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted
to directors, officers or persons controlling the registrant
pursuant to the provisions described in this registration
statement, or otherwise, SEI Investments Company (the
"Company") has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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