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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SEI Investments Company
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S E I
I n v e s t m e n t s N o t i c e o f A n n u a l M e e t i n g
o f S h a r e h o l d e r s t o b e h e l d M a y 1 8 , 1 9 9 9


SEI Investments Company
Oaks, PA 19456-1100

Notice of Annual Meeting of Shareholders
To be Held May 18, 1999

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,
Tuesday, May 18, 1999, at One Freedom Valley Drive,
Oaks, PA 19456-1100 for the following purposes:

1.To elect two directors for a term expiring at the
2002 Annual Meeting;

2.To ratify the selection of Arthur Andersen LLP as
the Company's auditors for 1999; 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 7, 1999 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 28, 1999

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

1999 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 1999 Annual Meeting of Shareholders of the
Company to be held on May 18, 1999 (the "1999 Annual
Meeting") and at any adjournments thereof. Action
will be taken at the meeting upon the election of two
directors, ratification of the selection of Arthur
Andersen LLP as the Company's auditors for 1999, 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 1998 will first be sent
to the Company's shareholders on or about April 28,
1999.

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 7, 1999 are entitled to
vote at the 1999 Annual Meeting. On that date there
were 17,771,246 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
1999. 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 1999
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, two directors will be
elected for the current class. This class will be
elected at the 1999 Annual Meeting by a plurality of
votes cast at the meeting.
Mr. Porter and Ms. McCarthy, both of whom are
current members of the Board of Directors, have been
nominated by the Board of Directors for election as
directors at the 1999 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 be

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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 1999 Annual Meeting
will be reduced accordingly.
The Board of Directors unanimously recommends that
the shareholders vote FOR the election of Mr. Porter
and Ms. McCarthy as directors at the 1999 Annual
Meeting.
Set forth below is certain information concerning
Mr. Porter and Ms. McCarthy and each of the five
other current directors whose terms continue after
the 1999 Annual Meeting.

Nominees for election at the 1999 Annual Meeting:

Henry H. Porter, Jr., 64, 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 an investment company.

Kathryn M. McCarthy, 50, was appointed by the Board
of Directors to be a director in October 1998,
thereby filling the vacancy created by the death of
Donald C. Carroll in February 1998. Since October
1998 Ms. McCarthy has been a member of the Audit
Committee of the Board of Directors. Since November
1996, Ms. McCarthy has been President of MARUJUPU,
LLC, an investment management and estate planning
company. Ms. McCarthy is a director of Clifford Asset
Management ("CAM"), a registered investment adviser
that utilizes investment products and services of the
Company for the benefit of its clients. In 1998, CAM
received marketing support therefore of approximately
$600,000 as well as certain ancillary support
services of the type provided to other investment
adviser clients of the Company. Together with her
husband, who is the president of CAM, Ms. McCarthy
beneficially owns a majority equity interest in CAM.
From June 1992 until October 1996, Ms. McCarthy was a
senior financial counselor/portfolio manager with
Rockefeller & Company.

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Directors continuing in office with terms expiring in
2000:

Henry H. Greer, 61, 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.

Richard B. Lieb, 51, 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.

Carmen V. Romeo, 55, 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., 56, 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, 58, 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

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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 Trusts, The Arbor Fund, The Advisors' Inner
Circle Fund, Oak Associates Fund and Expedition
Funds, each of which is an investment company for
which the Company's subsidiaries act as advisor,
administrator and/or distributor.

Board and Committee The Board of Directors of the Company held four
Meetings meetings in 1998. 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. Currently, the sole member of
the Stock Option Committee is Mr. Porter.
During 1998, 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 financial
statements; and to review fees paid to, and the scope
of services provided by, the Company's independent
public accountants.
During 1998, the Compensation Committee met three
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

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and employment agreements between the Company and
senior corporate officers.
During 1998, the Stock Option Committee met one
time. The principal function of the Stock Option
Committee is to administer certain benefit plans.
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 26, 1999 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 26, 1999, there
were 17,874,121 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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