
<PAGE>

                           SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

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

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to Rule 14a-12

                            SEI Investments Company
--------------------------------------------------------------------------------

               (Name of Registrant as Specified In Its Charter)

                                      N/A
--------------------------------------------------------------------------------

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


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies:
         (2)      Aggregate number of securities to which transaction applies:
         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):
         (4)      Proposed maximum aggregate value of transaction:
         (5)      Total fee paid:

[_]      Fee paid previously with preliminary materials.

[_]      Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

         (1)      Amount Previously Paid:
         (2)      Form, Schedule or Registration Statement No.:
         (3)      Filing Party:
         (4)      Date Filed:
<PAGE>

                   SEI INVESTMENTS NOTICE OF ANNUAL MEETING

                    OF SHAREHOLDERS TO BE HELD MAY 29, 2001

                    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 29, 2001, at One Freedom Valley Drive, Oaks, PA
                    19456-1100 for the following purposes:

                    1.   To elect two directors for a term expiring at the 2004
                         Annual Meeting;

                    2.   To ratify the selection of Arthur Andersen LLP as the
                         Company's auditors for 2001; 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 12, 2001 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 12, 2001

                    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.











<PAGE>

                    SEI Investments Company
                    Oaks, PA 19456-1100

                    Notice of Annual Meeting of Shareholders
                    To be Held May 29, 2000


The Annual Meeting of Shareholders of SEI Investments Company ("the Company"),
a Pennsylvania business corporation, will be held at 10:00 am, EST, Tuesday,
May 29, 2001, at 1 Freedom Valley Drive, Oaks, PA 19456-1100 for the following
purposes:

1. To elect two directors for a term expiring at the 2004 Annual Meeting;

2. To ratify the selection of Arthur Andersen LLP as the Company's auditors for
   2001; and

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

By order of the Board of Directors,


WILLIAM M. DORAN

SECRETARY, APRIL 12, 2001

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.

<PAGE>

                    SEI Investments Company
                    Oaks, PA 19456-1100

                    Proxy Statement

                    2001 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 2001
                    Annual Meeting of Shareholders of the Company to be held on
                    May 29, 2001 (the "2001 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 2001, 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 2000 will first be sent to the Company's
                    shareholders on or about April 23, 2001.

                    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 12, 2001 are entitled to vote at the 2001
                    Annual Meeting. On that date there were 108,560,678 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 2001. If any other matters are properly presented to the
                    meeting for action, the 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 2001 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.

1
<PAGE>

(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 each. 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 2001
                    Annual Meeting by a plurality of votes cast at the meeting.

                    Messrs. West and Doran, 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 2001 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 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 2001 Annual Meeting will be reduced accordingly.

                    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
                    SHAREHOLDERS VOTE FOR THE ELECTION OF MESSRS. WEST AND DORAN
                    AS DIRECTORS AT THE 2001 ANNUAL MEETING.

                    Set forth below is certain information concerning Messrs.
                    West and Doran and each of the five other current directors
                    whose terms continue after the 2001 Annual Meeting.

                    Nominees for election at the 2001 Annual Meeting:

                    Alfred P. West, Jr., 58, 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, 60, 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, the MDL Funds 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., 66, 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

2
<PAGE>

                    financial consultant. Mr. Porter is a member of the board of
                    directors of Caldwell & Orkin Funds, Inc., which is a
                    registered mutual fund company.

                    Kathryn M. McCarthy, 52, 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. Since
                    February 2000, Ms. McCarthy has been the Director of Client
                    Advisory Services with Rockfeller & Company, Inc. She also
                    is a Director of the Rockefeller Trust Company. From
                    November 1996 to June 1999, Ms. McCarthy was President of
                    MARUJUPU, LLC, a family office and an investment management
                    and estate planning company; from June 1999 to June 2000,
                    Ms. McCarthy has been a consultant to MARUJUPU, LLC. From
                    June 1992 until October 1996, Ms. McCarthy was a senior
                    financial counselor/portfolio manager with Rockefeller &
                    Company, Inc. 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 CAM's clients,
                    Ms. McCarthy beneficially owns a majority equity interest in
                    the holding company that owns CAM. In 2000, CAM received
                    approximately $575,000 in revenue from investments by CAM's
                    clients in mutual funds and/or other investment products of
                    the Company. In addition, CAM received approximately
                    $7,500 in marketing support from the Company, as well as
                    certain ancillary support services of the type provided to
                    other investment adviser clients of the Company.

                    Directors continuing in office with terms expiring in 2003:

                    Henry H. Greer, 63, has been a director since November 1979.
                    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, 53, 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.

                    Carmen V. Romeo, 57, 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.

3
<PAGE>

Board and Committee
Meetings            The Board of Directors of the Company held four meetings in
                    2000. During the year, each director attended at least
                    seventy five percent of the meetings of the Board of
                    Directors and of the committees on which he or she served.
                    Standing committees of the Board of Directors of the Company
                    are the Compensation Committee, the Stock Option Committee
                    and the Audit Committee.

                    During 2000, the Compensation Committee met four 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. The members of the Compensation
                    Committee are Messrs. West, Doran and Porter.

                    During 2000, 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 members of
                    the Stock Option Committee are Mr. Porter and Ms. McCarthy.

                    During 2000, the Audit Committee met four times. The
                    principal functions of the Audit Committee are to serve as
                    an independent and objective party to monitor the integrity
                    of the Company's financial reporting process and systems of
                    internal financial controls; monitor the independence and
                    performance of the Company's independent auditors and
                    internal auditing activities; and provide an open avenue of
                    communication among the independent auditors, financial and
                    senior management, and the Board of Directors. The Audit
                    Committee has two members, Mr. Porter and Ms. McCarthy, each
                    of whom is independent.

                    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.

4
<PAGE>

                    Ownership of Shares

                    The following table contains information as of March 1, 2001
                    (except as noted) 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 most highly
                    compensated executive officers of the Company, by members of
                    the Board of Directors and all of the Company's executive
                    officers as a group, and by the holders of 5% or more of the
                    total Shares outstanding. All amounts shown in the following
                    table reflect the Company's February 28, 2001 two-for-one
                    stock split. As of March 1, 2001, there were 108,776,494
                    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.

<TABLE>
<CAPTION>
Name of Individual                                                                 Number of          Percent of
or Identity of Group                                                              Shares Owned        Class (1)
----------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                    <C>
Alfred P. West, Jr. (2).....................................................      25,308,730             23.2%
William M. Doran (3)(4).....................................................       6,345,802              5.8%
Carmen V. Romeo (3)(5)......................................................       2,675,914              2.5%
Richard B. Lieb(3)..........................................................       1,369,200              1.3%
Edward D. Loughlin(3).......................................................         938,078                *
Henry H. Greer (3)(6).......................................................         767,042                *
Dennis J. McGonigle(3)......................................................         647,550                *
Henry H. Porter, Jr. (3)....................................................         420,000                *
Kathryn M. McCarthy (3).....................................................          36,600                *
All executive officers and directors as a group (20 persons)(7).............      41,262,908             36.3%
Thomas W. Smith (8).........................................................      11,468,414             10.5%
Thomas N. Tryforos (8)......................................................       8,618,366              7.9%
----------------------------------------------------------------------------------------------------------------------

*    Less than one percent.
</TABLE>

                    (1)  Applicable percentage of ownership is based on
                         108,776,494 shares of Common Stock outstanding on March
                         1, 2001. Beneficial ownership is determined in
                         accordance with the rules of the Securities and
                         Exchange Commission and means voting or investment
                         power with respect to securities. Shares of Common
                         Stock issuable upon the exercise of stock options
                         exercisable currently or within 60 days of March 1,
                         2001 are deemed outstanding and to be beneficially
                         owned by the person holding such option for purposes of
                         computing such person's percentage ownership, but are
                         not deemed outstanding for the purpose of computing the
                         percentage ownership of any other person. Except for
                         shares held jointly with a person's spouse or subject
                         to applicable community property laws, or as indicated
                         in the footnotes to this table, each Shareholder
                         identified in the table possesses sole voting and
                         investment power with respect to all shares of Common
                         Stock shown as beneficially owned by such Shareholder.

                    (2)  Includes an aggregate of 24,000 Shares held by Mr.
                         West's wife and 4,998,714 Shares held in trusts for the
                         benefit of Mr. West's children, of which Mr. West's
                         wife is a trustee or co-trustee. Also includes 144,000
                         Shares that may be acquired upon exercise of stock
                         options exercisable within 60 days of March 1, 2001
                         held in a trust of which Mr. West is a trustee. Mr.
                         West disclaims beneficial ownership of the Shares held
                         in these trusts. Also includes 4,537,500 Shares held by
                         APWest Associates, L.P., a Delaware limited partnership
                         of which Mr. West is the sole general partner. Also
                         includes 3,481,288 Shares held in a trust of which Mr.
                         West is a trustee. Mr. West's address is c/o SEI
                         Investments Company, Oaks, PA 19456-1100.

                    (3)  Includes, with respect to Mssrs. Doran, Romeo, Lieb,
                         Loughlin, Greer, McGonigle and Porter and Ms. McCarthy,
                         36,000, 594,000, 582,000, 888,000, 12,000, 552,000,
                         180,000 and 36,000 Shares, respectively, that may be
                         acquired upon exercise of stock options exercisable
                         within 60 days of March 1, 2001.


5
<PAGE>

                    (4)  Includes an aggregate of 4,194,000 Shares held in trust
                         for the benefit of Mr. West's children, of which Mr.
                         Doran is a co-trustee and, accordingly, shares voting
                         and investment power and an aggregate of 1,543,494
                         Shares held in trusts for the benefit of Andrew West,
                         Mr. West's son. Mr. Doran disclaims beneficial
                         ownership of the Shares held in each of these trusts.
                         Also includes 120,000 shares in a trust of which Mr.
                         Doran is a trustee and 4,000 shares in a family
                         foundation of which Mr. Doran is a director.

                    (5)  Includes an aggregate of 33,200 Shares held in
                         custodianship for the benefit of Mr. Romeo's minor
                         children, of which Mr. Romeo's brother is a custodian.
                         Mr. Romeo disclaims beneficial ownership of the Shares
                         held in custodianship.

                    (6)  Includes an aggregate of 36,000 Shares held by Mr.
                         Greer's wife. Mr. Greer disclaims beneficial ownership
                         of these 36,000 Shares.

                    (7)  Includes 4,760,600 Shares that may be acquired upon the
                         exercise of stock options exercisable within 60 days of
                         March 1, 2001.

                    (8)  Information is as of December 31, 2000 and is based on
                         a Form 13G/A filed with the Securities and Exchange
                         Commission by Mssrs. Smith and Tryforos on February 14,
                         2001, as adjusted to reflect the Company's February 28,
                         2001 two-for-one stock split. Messrs. Smith and
                         Tryforos share voting and investment power with respect
                         to 8,614,014 Shares in their capacities as general
                         partners to private investment limited partnerships and
                         trustees of a profit sharing trust. Messrs. Smith and
                         Tryforos have sole voting and investment power with
                         respect to 2,854,000 and 4,352 Shares, respectively.
                         The address of Messrs. Smith and Tryforos is 323
                         Railroad Avenue, Greenwich, CT 06830.

6
<PAGE>

                    Executive Compensation

                    The Summary Compensation Table set forth below includes
                    individual compensation information on the Company's Chief
                    Executive Officer and the Company's four other most highly
                    paid executive officers for services rendered in all
                    capacities for the years ended December 31, 2000, 1999 and
                    1998.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                            Long-Term
                                                                           Compensation
                                                    Annual Compensation       Awards
                                             -----------------------------------------------
                                                                            Securities          All Other
                                     Fisal      Salary        Bonus         Underlying        Compensation
Name & Principal Position            Year       ($) (1)       ($) (2)     Options/SAR's (3)     ($) (4)
------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>           <C>            <C>              <C>
Alfred P. West, Jr...............    2000        $310,000      $520,000        --0--           $3,840
  Chairman of the Board and          1999        $300,000      $524,784        --0--           $3,840
  Chief Executive Officer            1998        $310,000      $450,000        --0--           $3,840

Richard B. Lieb..................    2000        $260,000      $500,000        15,000          $3,840
  Director and Executive             1999        $270,000      $477,224        15,000          $3,840
  Vice President                     1998        $260,000      $315,000        48,000          $3,840

Carmen V. Romeo..................    2000        $250,000      $480,000        15,000          $3,840
  Director and Executive             1999        $259,615      $463,710        15,000          $3,840
  Vice President                     1998        $250,000      $400,000        93,000          $3,840

Edward D. Loughlin...............    2000        $250,000      $450,000        15,000          $3,840
  Executive Vice President           1999        $259,615      $366,850        15,000          $3,840
                                     1998        $250,000      $275,000        36,000          $3,840

Dennis J. McGonigle..............    2000        $200,000      $300,000        20,000          $3,840
   Executive Vice President          1999        $207,692      $281,880        30,000          $3,840
                                     1998        $200,000      $250,000        60,000          $3,840
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Compensation deferred at the election of the executive, pursuant to the
     Company's Capital Accumulation Plan ("CAP"), is included in the year
     earned.
(2)  Cash bonuses for services rendered during 2000, 1999 and 1998 have been
     listed in the year earned, but were actually paid in the following fiscal
     year.
(3)  Securities awards have been adjusted to reflect the Company's February 28,
     2001, two-for-one stock split.
(4)  The stated amounts are Company matching contributions to the CAP.

                         The Company has an employment agreement with Mr. West
                    (which renews annually in May) pursuant to which he is
                    entitled to a certain minimum base salary, a bonus based on
                    the performance of the Company, and certain retirement
                    benefits. The Company also has an employment agreement with
                    Mr. Lieb. Mr. Lieb's employment agreement is for a one-year
                    term and renews annually in July of each year unless
                    terminated prior thereto by either Mr. Lieb or the Company.
                    In the event that the Company terminates his employment
                    agreement without cause, Mr. Lieb is entitled to one year's
                    severance pay. Mr. Lieb's employment agreement provides for
                    a certain minimum base salary and participation in
                    management bonus programs. Mr. Lieb received a base salary
                    of $260,000 in 2000.

7
<PAGE>

                         The Securities and Exchange Commission's proxy rules
                    also require disclosure of the range of potential realizable
                    values from stock options granted during the fiscal year
                    ended December 31, 2000, at assumed rates of stock price
                    appreciation through the expiration date of the options, and
                    the value realized from the exercise of options during the
                    fiscal year ended December 31, 2000. The amounts in the
                    tables shown below have been adjusted to reflect the
                    Company's February 28, 2001, two-for-one stock split.

                        Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                                             Individual Grants
                      -----------------------------------------------------------------------------
                          Number of
                          Securities     % of Total
                          Underlying    Options/SAR's      Exercise or
                        Options/SAR's    Granted to         Base Price                 Grant Date
                           Granted      Employees in         per Share    Expiration     Present
Name                       (#) (1)      Fiscal Year (2)       ($/Sh)        Date      Value ($) (3)
---------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                <C>        <C>        <C>
Alfred P. West, Jr....         -0-          0.0%                  N/A         N/A     $        0
Richard B. Lieb.......      15,000          1.0%               $50.00     12/14/10    $  921,750
Carmen V. Romeo.......      15,000          1.0%               $50.00     12/14/10    $  921,750
Edward D. Loughlin....      15,000          1.0%               $50.00     12/14/10    $  921,750
Dennis J. McGonigle...      20,000          1.3%               $50.00     12/14/10    $1,229,000
---------------------------------------------------------------------------------------------------
</TABLE>

                    (1)  All options granted to the named executive officers
                         were non-qualified options granted on December 14,
                         2000, at an exercise price equal to the fair market
                         value on such date. The December 14, 2000 options vest
                         fifty percent upon the Company's attainment of diluted
                         earnings per share of $1.75 during a twelve month
                         reporting period and the other fifty percent upon the
                         Company's attainment of diluted earnings per share of
                         $2.50 during a twelve month reporting period or fully
                         vest on the seventh anniversary from the date of grant.
                    (2)  Based on total number of options granted to employees
                         in 2000 of 1,483,500.
                    (3)  Based on the Black-Scholes stock option pricing model
                         price using the following assumptions:

                                                         December 14, 2000
                                                         -----------------
                         Price.....................            $50.00
                         Risk free rate............            5.130%
                         Beta......................            41.37%
                         Dividend Yield............             0.14%
                         Exercise Date.............            7 years

  Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
                                    Values

<TABLE>
<CAPTION>
                                                        Number of Securities Underlying      Value of Unexercised, In-the-
                                                          Unexercised Options Held at        Money Options at Fiscal Year
                               Shares         Value          Fiscal Year End (#)                      End ($) (2)
                            Acquired on     Realized   --------------------------------      ------------------------------
Name                        Exercise (#)     ($) (1)      Exercisable   Unexercisable        Exercisable     Unexercisable
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>                <C>            <C>             <C>             <C>
Alfred P. West, Jr......        -0-        $        0             -0-            -0-         $         0     $        0
Richard B. Lieb.........       54,000      $  832,500         513,000        123,000         $27,083,375     $4,865,000
Carmen V. Romeo.........      180,000      $4,859,626         502,500        160,500         $26,181,563     $6,602,187
Edward D. Loughlin......      120,000      $5,253,813         840,000         96,000         $44,378,749     $3,638,000
Dennis J. McGonigle.....       96,000      $4,802,355         477,000        155,000         $24,897,875     $5,875,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the difference between the closing price of the Company's Common
     Stock on the exercise date and the exercise price of the options.

8
<PAGE>

(2)  Represents the difference between the closing price of the Company's Common
     Stock at December 31, 2000 ($56.00) and the exercise price of the options.

Director            Each director who is not an employee of the Company receives
Compensation        $1,800 per meeting attended and an annual retainer of
                    $10,800. The chairman of the Audit Committee receives an
                    additional annual fee of $2,400.

                    In 2000, Messrs. Doran, Greer and Porter and Ms. McCarthy,
                    the Company's non-employee directors, each received options
                    to purchase 2,000 Shares at an exercise price of $100.00 per
                    share under the SEI Investments Company 1998 Equity
                    Compensation Plan. These options have an exercise price
                    equal to the fair market value of the Shares as of the date
                    of grant and a ten-year term. The options become exercisable
                    in two equal installments upon achievement by the Company of
                    certain diluted earnings per share goals; provided that all
                    options fully vest upon the seventh anniversary of the date
                    of the option grant.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOLLOWING REPORTS OF THE
     COMPENSATION COMMITTEE AND THE AUDIT COMMITTEE AND THE PERFORMANCE GRAPH ON
     PAGE 13 SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL
     STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE EXCHANGE ACT,
     EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
     INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER
     SUCH ACTS.

Compensation        The Compensation Committee, consisting of two non-employee
Committee Report    directors and Mr. West, the Chairman and Chief Executive
on Executive        Officer and largest shareholder of the Company, approves all
compensation        policies and plans under which is paid Compensation or
                    awarded to management employees. Included in this group are
                    management level employees of all of its business units
                    other than sales employees who are under sales commission
                    compensation plans.

                         The Company's compensation philosophy (which is
                    intended to apply to all members of management, including
                    the Chairman and Chief Executive Officer), as implemented by
                    the Compensation Committee, is to provide a compensation
                    program for management which results in competitive levels
                    of compensation and which emphasizes incentive plans aligned
                    with attaining the Company's annual goals and longer term
                    objectives. The Company believes that this approach enables
                    it to attract, retain and reward highly qualified personnel.

                         The compensation program consists of base salary;
                    bonuses pursuant to incentive plans; and grants of stock
                    options (in addition to benefits afforded all employees such
                    as healthcare insurance and stock purchase and defined
                    contribution plans).

                         In 1997, the Compensation Committee retained an
                    independent compensation consulting firm to review
                    compensation levels for senior management and its overall
                    compensation program. Its review included a comparison of
                    compensation of senior management (approximately 20 senior
                    executives) to the compensation for senior management of
                    comparable companies and interviews with individual members
                    of senior management. As a result of this review the
                    Compensation Committee implemented certain changes in the
                    compensation program to (1) align compensation more closely
                    to long and

9
<PAGE>

                    short term profitability of the Company and other Company
                    financial goals and (2) encourage long term stock ownership
                    by senior management.

                         The discussion below describes the Compensation
                    Committee's compensation process for 2000 and its strategies
                    for compensation in 2001.

                    Base Salaries

                    The Compensation Committee seeks to set base salaries for
                    management employees at levels that are competitive with
                    salaries paid to management with comparable qualifications,
                    experience, and responsibilities at companies of comparable
                    size engaged in the same or similar businesses as the
                    Company. Since 1992, the Committee has minimized base salary
                    increases. The Committee expects to continue to minimize
                    base salary increases with incentive compensation tied to
                    performance objectives becoming a larger portion of overall
                    compensation. Base salaries, however, may be adjusted if an
                    employee is promoted to a higher level management position
                    or is given increased responsibilities.

                    Incentive Bonuses

                    During the first quarter of each year, the Compensation
                    Committee reviews target performance goals which are
                    developed by the Chief Executive Officer and senior
                    management of each business unit of the Company. The
                    Compensation Committee uses these to set threshold and
                    target performance goals for purposes of the incentive
                    compensation plan for the year. Goals are established at the
                    corporate level and also at business unit levels. Bonus
                    pools for achieving targets are established for business
                    units and for senior management (including the Chief
                    Executive Officer). Each individual is then assigned a
                    target compensation award. For 2000, this award was based on
                    two indices, a corporate goal index and a unit goal index.
                    Although sales compensation continues to be based in part on
                    a standard revenue payout, there also is incorporated a
                    corporate goal index and unit goal index in the computation
                    of actual incentive compensation.

                         During December of each year, the Compensation
                    Committee reviews the Company's actual performance as
                    compared to the threshold and target goals and determines
                    the total amount of bonuses for the year and the specific
                    bonus to be paid to the Chief Executive Officer. In
                    addition, the size of the final bonus pools may be adjusted
                    for non-financial achievements, changes in the business
                    units or other organizational changes during the year. The
                    amount of the bonus paid to each member of senior management
                    (other than the Chief Executive Officer) is based upon
                    recommendations from the Chief Executive Officer and
                    reflects, in addition to overall Company performance, the
                    performance of his or her business unit, and any individual
                    achievements during the year as well as internal and client
                    evaluations. The amount of the bonus paid to the Chief
                    Executive Officer of the Company is determined by the
                    non-employee members of the Compensation Committee based
                    upon the Company's achievement of profitability and revenue
                    growth goals and the achievement of strategic organizational
                    goals. In each case, the incentive compensation plan
                    determines the starting point for these bonuses and, in most
                    cases, reflects the amount of bonus ultimately awarded.

                         In December 2000, the Compensation Committee reviewed
                    the performance of the Company for 2000 against the
                    incentive compensation plan targets. The corporate goal was
                    achieved and all but one of the business units substantially

                    10
<PAGE>

                    achieved their targeted goals. Based on its review of this
                    performance against the plan, the Committee approved payment
                    of incentive compensation for the year in a total amount
                    that was approximately $9.5 million more than the amount
                    paid for 1999. The increase was attributable to the
                    increased number of employees included in the bonus plan,
                    the significant increase in the Company's earnings and the
                    achievement of other corporate and business unit goals in
                    2000.

                         For 2001, the Compensation Committee again adopted a
                    corporate compensation plan that is based on assigning each
                    employee an individual target compensation award. The actual
                    award is then based on the achievement of (1) the corporate
                    goal and (2) the employee's business unit goals. The
                    Compensation Committee believes that the establishment of
                    individual target awards and objective measurement standards
                    gives employees more predictability as to the incentive
                    compensation to be achieved.

                    Stock Options

                    Prior to 1992, the philosophy of the Company was to grant
                    stock options to senior management as an additional form of
                    compensation for services rendered. In accordance with this
                    philosophy, senior management normally would receive option
                    grants each year except that Mr. West, the Chairman, Chief
                    Executive Officer and largest shareholder of the Company,
                    has never received stock option grants from the Company.

                         Stock option grants are viewed by the Committee as an
                    important means of aligning the interest of management and
                    employees with shareholders. The Company implemented changes
                    in its stock option plans and related plans at the end of
                    1997 that are intended to encourage long term stock
                    ownership by employees and which tie vesting of stock
                    options to financial performance by the Company. Beginning
                    with stock options granted at the end of 1997, the stock
                    options will vest at a rate of 50% when a specified earnings
                    per share target is achieved and the remaining 50% when a
                    second, higher specified earnings per share target is
                    achieved. In any event, the options fully vest after seven
                    years. The Company also adopted a stock ownership program
                    that will make loan guarantees available for employees who
                    exercise stock options and also permits a deferral plan for
                    stock options. For 2000, the Committee recommended
                    increasing the number of employees eligible for year-end
                    stock options. Options were granted to 417 employees in 2000
                    as compared to 283 employees in 1999.

                    Application of Section 162(m)

                    Payments during 2000 to the Company's management employees
                    as discussed above were made with regard to the provisions
                    of section 162(m) of the Internal Revenue Code of 1986, as
                    amended (the "Code"). Section 162(m) limits the deduction
                    that may be claimed by a "public company" for compensation
                    paid to certain individuals to $1 million except to the
                    extent that any excess compensation is "performance-based
                    compensation." It is the Compensation Committee's intention
                    to consider the deductibility of compensation under Section
                    162(m).

                             Compensation Committee

                                    Alfred P. West, Jr.

                    11
<PAGE>

                                    William M. Doran
                                    Henry H. Porter, Jr.


Audit Committee     The Audit Committee of the SEI Investments Company Board of
Report              Directors (the "Audit Committee") is composed of two
                    independent directors and operates under a written charter
                    adopted by the Board of Directors that complies with the
                    rules adopted by the Nasdaq National Market (for a full copy
                    of the written charter, see Exhibit A). The members of the
                    Audit Committee are Henry H. Porter, Jr. (Chair) and Kathryn
                    M. McCarthy. The Audit Committee recommends to the Board of
                    Directors, subject to shareholders' ratification, the
                    selection of the Company's independent accountants.

                         Management is responsible for the Company's internal
                    controls and the financial reporting process. The
                    independent accountants are responsible for performing an
                    independent audit of the Company's consolidated financial
                    statements in accordance with generally accepted auditing
                    standards and to issue a report thereon. The Audit
                    Committee's responsibility is to monitor and oversee these
                    processes.

                         In this context, the Audit Committee has met and held
                    discussions with management and the independent accountants.
                    Management represented to the Audit Committee that the
                    Company's consolidated financial statements were prepared in
                    accordance with generally accepted accounting principles,
                    and the Audit Committee has reviewed and discussed the
                    consolidated financial statements with management and the
                    independent accountants. The Audit Committee discussed with
                    the independent accountants matters required to be discussed
                    by Statement on Auditing Standards No. 61 (Communication
                    with Audit Committees).

                         The Company's independent accountants also provided to
                    the Audit Committee the written disclosures required by
                    Independence Standards Board Standard No. 1 (Independence
                    Discussions with Audit Committees), and the Audit Committee
                    discussed with the independent accountants that firm's
                    independence.

                         Based upon the Audit Committee's discussion with
                    management and the independent accountants and the Audit
                    Committee's review of the representation of management and
                    the report of the independent accountants to the Audit
                    Committee, the Audit Committee recommended that the Board of
                    Directors include the audited consolidated financial
                    statements in the Company's Annual Report on Form 10-K for
                    the year ended December 31, 2000 filed with the Securities
                    and Exchange Commission.

                               Audit Committee

                                    Henry H. Porter, Jr. (Chair)
                                    Kathryn M. McCarthy


Compensation        Members of the Company's Compensation Committee are Messrs.
Committee           West, Doran and Porter. Mr. West is the Chief Executive
Interlocks and      Officer of the Company. Mr. Doran is a partner in the law
Insider             firm of Morgan, Lewis & Bockius LLP, which performed
Participation       services for the Company during the year ended December 31,
                    2000. The Company proposes to retain the services of such
                    firm in 2001.

                    12
<PAGE>

                    Stock Price Performance Graph

                    The Stock Price Performance Graph below compares the yearly
                    percentage change in the cumulative total return (based upon
                    changes in share prices) of the Company's Common Stock
                    against the NASDAQ National Market System ("NASDAQ Market
                    Index") and a peer industry group that consists of software,
                    data processing companies (40%) and financial, fund
                    management companies (60%). The percentage allocation for
                    each industry group is based on the approximate percentage
                    of the Company's revenue attributable to each line of
                    business during the fiscal year ended December 31, 2000. The
                    graph assumes a $100 investment on January 1, 1995 and the
                    reinvestment of all dividends.


                    COMPARISON OF CUMULATIVE TOTAL RETURN OF SEI INVESTMENTS,
                    INDUSTRY INDEX, AND NASDAQ MARKET INDEX
<TABLE>
<CAPTION>
                                                   Fiscal Year Ending
Company/Index/Market          12/29/95  12/31/96  12/31/97  12/31/98  12/31/99  12/29/00
<S>                           <C>       <C>       <C>       <C>       <C>       <C>
SEI Investments                 100.00    103.45    197.15    468.44    562.17   1594.31
Combined Group                  100.00    137.19    201.58    257.10    399.42    385.08
NASDAQ Market Index             100.00    124.27    152.00    214.39    378.12    237.66
</TABLE>


                    13
<PAGE>

(Proposal No. 2)           Ratification of Selection of Auditors

                           The Board of Directors has appointed Arthur Andersen
                           LLP, independent public accountants, to be the
                           Company's auditors for 2001. Although not required to
                           do so, the Board of Directors has determined that it
                           would be desirable to request ratification of this
                           appointment by the shareholders of the Company. If
                           such ratification is not received, the Board of
                           Directors will reconsider the appointment.
                           Representatives of Arthur Andersen LLP are expected
                           to be available at the 2001 Annual Meeting to respond
                           to appropriate questions and to make a statement if
                           they so desire.

                                    The affirmative vote of a majority of the
                           votes cast at the 2001 Annual Meeting by the holders
                           of the outstanding Shares is required for the
                           ratification of this selection. THE BOARD OF
                           DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
                           SHAREHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL.

                                    During 2000, Arthur Andersen LLP performed
                           certain non-audit services for the Company. The Audit
                           Committee has considered whether the provision of
                           these non-audit services is compatible with
                           maintaining Arthur Andersen's independence. A summary
                           of the audit and non-audit fees paid to Arthur
                           Andersen in 2000 is as follows:

                           Audit Fees - The aggregate fees billed by Arthur
                           Andersen for professional services rendered for the
                           audit and the reviews of the Company's financial
                           statements was approximately $393,000.

                           FINANCIAL INFORMATION SYSTEMS DESIGN AND
                           IMPLEMENTATION FEES - The aggregate fees billed by
                           Arthur Andersen for professional services relating to
                           financial information system design and
                           implementation fees was approximately $1,022,000.

                           All Other Fees - The aggregate fees billed to the
                           Company by Arthur Andersen for all other services,
                           including audit fees related to the Company's mutual
                           funds, was approximately $937,000.


                           Other Matters

                           As of the date of this Proxy Statement, management
                           knows of no other matters to be presented for action
                           at the 2001 Annual Meeting. However, if any further
                           business should properly come before the 2001 Annual
                           Meeting, the persons named as proxies in the
                           accompanying proxy card will vote on such business in
                           accordance with their best judgment.

                           Section 16(a) Beneficial Ownership Reporting
                           Compliance

                           Section 16(a) of the Securities Exchange Act requires
                           the Company's executive officers and directors and
                           persons who own more than ten percent of the
                           Company's Common Stock to file reports of ownership
                           and changes in ownership of the Company's Common
                           Stock and any other equity securities with the
                           Securities and Exchange Commission and the NASD.
                           Executive officers, directors and greater than ten
                           percent shareholders are required by SEC regulations
                           to furnish the Company with copies of all Section
                           16(a) forms they file.

                    14
<PAGE>

                                    Based solely on its review of the copies of
                           Forms 3, 4 and 5 furnished to the Company, or written
                           representations from certain reporting persons that
                           no such Forms were required to be filed by such
                           persons, the Company believes that all its executive
                           officers, directors and greater than 10% shareholders
                           complied with all filing requirements applicable to
                           them during 2000.

                           Solicitation of Proxies

                           The accompanying proxy card is solicited on behalf of
                           the Board of Directors of the Company. Following the
                           original mailing of the proxy materials, proxies may
                           be solicited personally by officers and employees of
                           the Company, who will not receive additional
                           compensation for these services. The Company will
                           reimburse banks, brokerage firms, and other
                           custodians, nominees and fiduciaries for reasonable
                           expenses incurred by them in sending proxy material
                           to beneficial owners of Shares.

                           Proposals of Shareholders

                           Proposals which shareholders intend to present at the
                           next annual meeting of Shareholders of the Company
                           must be received by the Secretary of the Company at
                           its principal offices (Oaks, PA 19456-1100) no later
                           than December 23, 2001.

                           Additional Information

                           The Company will provide without charge to any person
                           from whom a proxy is solicited by the Board of
                           Directors, upon the written request of such person, a
                           copy of the Company's 2000 Annual Report on Form
                           10-K, including the financial statements and
                           schedules thereto, required to be filed with the
                           Securities and Exchange Commission pursuant to Rule
                           13a-1 under the Securities Exchange Act of 1934, as
                           amended. Such written requests should be directed to
                           Murray A. Louis, Vice President, at the Company's
                           principal offices.


                    15
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                             SEI INVESTMENTS COMPANY

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                     CHARTER


A.   PURPOSE; POWERS

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities. In that regard, this Charter
recognizes that the independent auditor is ultimately accountable to the Board
of Directors and the Audit Committee. The Audit Committee's primary duties and
responsibilities are to:

     (a)  Serve as an independent and objective party to monitor the integrity
          of the Company's financial reporting process, systems of internal
          financial controls.

     (b)  Monitor the independence and performance of the Company's independent
          auditors and internal auditing activities.

     (c)  Provide an open avenue of communication among the independent
          auditors, financial and senior management, the internal auditing
          activities and the Board of Directors.

Consistent with these duties and functions, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels. In addition, the Audit
Committee shall have the authority and responsibility to select, evaluate and
replace the independent auditor.

The Audit Committee has the authority to retain at the Company's expense special
legal, accounting, or other consultants or experts it deems necessary in the
performance of its duties and responsibilities. The Audit Committee also has the
authority to conduct any investigation it deems necessary in fulfilling its
duties and responsibilities.

B.   COMPOSITION

The Audit Committee shall be comprised of two or more directors (after June
2001, three or more directors), as determined by the Board. Every member of the
Audit Committee shall be an independent--** non-executive director and free from
any relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. The
Audit Committee members shall meet any applicable requirements of The National
Association of Securities Dealers and/or any exchange on which securities of the
Company are listed.

Each member of the Audit Committee shall be able to read and understand
financial statements, including a company's balance sheet, income statement and
cash flow statement or will become able to do so within a reasonable period of
time after his or her appointment to the Audit Committee. In addition, at least
one member of the Audit Committee shall have past employment experience in
finance or accounting, requisite professional certification in accounting or
other comparable experience or background which results in that member's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.

The members of the Committee shall be elected by the Board as provided in the
By-laws of the Company. The Chair of the Audit Committee shall be elected by the
Board.

----------
**
-- See Appendix A

                    16
<PAGE>

C.   MEETINGS

The Committee shall meet at least four (4) times annually, or more frequently as
circumstances dictate. Minutes of each meeting shall be prepared and sent to
Committee members and to all members of the Board. Copies of the minutes may be
provided to the independent auditors. As part of its job to foster open
communication, the Committee should meet privately in executive session at least
annually with management, the director of the internal auditing activities, the
independent auditors and as a Committee to discuss any matters that the
Committee or each of these groups believe should be discussed privately.

D.   RESPONSIBILITIES

The Committee's primary responsibility is one of oversight and it recognizes
that the Company's management is responsible for preparing the Company's
financial statements and that the independent auditors are responsible for
auditing those financial statements. In addition, the Committee recognizes that
financial management, including the internal audit staff, as well as the
independent auditors, have more time, knowledge and more detailed information on
the Company than do Committee members; consequently, in carrying out its
oversight responsibilities, the Committee is not providing any expert or special
assurance as to the Company's financial statements or any professional
certification as to the independent auditors' work.

In carrying out its responsibilities, the Audit Committee shall:

     1.   Review and update this Charter annually. Proposed revisions shall be
          submitted to the Board of Directors for approval and, if approved,
          published in accordance with the Securities and Exchange Commission's
          regulations.

     2.   In consultation with the management, the independent auditors, and the
          internal audit staff, consider the integrity of the Company's
          financial reporting processes and controls.

     3.   Review with financial management and the independent auditors the
          Company's annual audited financial statements and any financial
          reports or other financial information submitted to any governmental
          body or to the public prior to filing or distribution, including any
          certification, report, opinion, or review rendered by the independent
          auditors.

     4.   Review with financial management and the independent auditors the
          Company's quarterly financial results prior to the release of earnings
          and/or the Company's quarterly financial statements on Form 10-Q prior
          to filing or distribution. Discuss any significant changes to the
          Company's accounting principles and any items required to be
          communicated by the independent auditors in accordance with SAS 61.
          The Chair of the Committee may represent the Audit Committee for
          purposes of this review.

     5.   Review the independent and internal auditors' audit plans.

     6.   Following completion of the annual audit, review separately with each
          of management, the independent auditors and the internal auditing
          staff any significant difficulties encountered during the course of
          the audit, including any restrictions on the scope of work or access
          to required information.

     7.   Review any significant disagreement among management and the
          independent auditors or the internal auditing department in connection
          with the preparation of the financial statements.

     8.   Review and approve the overall scope of activities of the internal
          audit activities and approve the charters of any internal audit
          committees prior to submission to the Board for approval. All such
          documents shall be subject to the final approval of the Board. At the
          request of the Board,

                    17
<PAGE>

          it shall also review codes of ethics, compliance guidelines and
          similar Company documents and provide comments to the Board.

     9.   Review the independence and performance of the independent auditors,
          annually recommend to the Board of Directors the appointment of the
          independent auditors or approve any discharge of auditors when
          circumstances warrant, and review the fees and other compensation to
          be paid to the independent auditors.

     10.  Be responsible for insuring receipt from the independent auditors of a
          formal written statement delineating all relationships and services
          between the independent auditors and the Company, consistent with
          Independence Standards Board Statement No. 1, which may affect
          objectivity and independence of the auditors and discuss with the
          independent auditors any disclosed relationships or services that may
          impact the objectivity and independence of the independent auditors
          and take or recommend that the full Board take, appropriate action to
          address the independence of the outside auditors.

     11.  Report to the Board at each Board meeting regarding Audit Committee
          activities, recommendations and plans.

E.   INFORMATION TO BE PROVIDED

The Chief Financial Officer and Chief Accounting Officer of the Company shall
provide to each member of the Audit Committee, promptly after receipt by the
Company, copies of all external audits of the Company or any part thereof,
management letters, regulatory examinations and compliance reports and any
responses prepared by the Company.

F.   AMENDMENTS

This Charter may be amended by the Audit Committee with the approval of the
Board of Directors.


                    18
<PAGE>

                                   Appendix A
                                   ----------

"Independent Director" means a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a relationship that,
in the opinion of the Company's Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. The following persons shall not be considered independent:

     (a)  a director who is employed by the Company or any of its affiliates for
          the current year or any of the past three years;

     (b)  a director who accepts any compensation from the Company or any of its
          affiliates in excess of $60,000 during the previous fiscal year, other
          than compensation for board service, benefits under a tax-qualified
          retirement plan, or non-discretionary compensation;

     (c)  a director who is a member of the immediate family of an individual
          who is, or has been in any of the past three years, employed by the
          Company or any of its affiliates as an executive officer. Immediate
          family includes a person's spouse, parents, children, siblings,
          mother-in-law, father-in-law, brother-in-law, sister-in-law,
          son-in-law, daughter-in-law, and anyone who resides in such person's
          home;

     (d)  a director who is a partner in, or controlling shareholder or an
          executive officer of any for-profit business organization to which the
          Company made, or from which the Company received, payments (other than
          those arising solely from investments in the Company's securities)
          that exceed five (5%) percent of the Company's or business
          organization's consolidated gross revenues for that year, or $200,000,
          whichever is more, in any of the past three years;

     (e)  a director, who is employed as an executive of another entity where
          any of the Company's executives serve on that entity's compensation
          committee.


                    19
<PAGE>

                                SEI INVESTMENTS


      ARGENTINA  CANADA  FRANCE  HONG KONG  IRELAND  MEXICO

     SOUTH AFRICA  SOUTH KOREA  UNITED KINGDOM  UNITED STATES



                    20
<PAGE>

                          [Form of front of proxy card]

PROXY                       SEI INVESTMENTS COMPANY                        PROXY

           This proxy is solicited on behalf of the Board of Directors

     The undersigned shareholder of SEI Investments Company (the "Company")
hereby appoints Lydia A. Gavalis and Sherry A. Kajdan, or either of them (with
full power to act alone in the absence of the other and with full power of
substitution in each), the proxy or proxies of the undersigned, and hereby
authorizes either of them to represent and to vote as designated on the reverse,
all Shares of Common Stock of the Company held of record by the undersigned at
the close of business on April 12, 2001, at the Annual Meeting of Shareholders
to be held on May 29, 2001, and at any adjournments thereof.


                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

                    21
<PAGE>

                          [Form of back of proxy card]

                        Annual Meeting of Shareholders of

                             SEI INVESTMENTS COMPANY
                                  May 29, 2001

TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card back as soon as possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.

TO VOTE BY INTERNET
-------------------
Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number and the proxy card available when you
access the web page.

YOUR CONTROL NUMBER IS --------------->

                Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------

[X] Please mark your
    votes as in this
    example

              Please mark, sign, date and return the proxy card promptly using
the enclosed envelope.

1.   Election of Directors

         FOR  ALL      WITHHOLD ALL         Nominees:  Alfred P. West, Jr,
                                                       William M. Doran

2.   Ratification of the selection of Arthur Andersen LLP, as the Company's
     auditors for 2001.

         FOR    AGAINST   ABSTAIN


3.   In their discretion, the proxies are authorized to vote upon such other
     business as may properly come before the meeting or any adjournments
     thereof.

Receipt of notice of said meeting and the Proxy Statement of SEI Investments
Company accompanying the same is hereby acknowledged.

This proxy, when properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR Proposals 1 and 2.

CHECK HERE FOR ADDRESS CHANGE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING

Signature ________________  Date ______  Signature ________________  Date ______

Note: Please sign exactly as name appears hereon. When Shares are held by joint
      tenants, all joint tenants should sign. When signing as attorney,
      executor, administrator, trustee or guardian, please give the full title
      as such. If a corporation, please sign in the full corporate name by the
      President or other authorized officer. If a partnership, please sign in
      partnership name by authorized person

                    22
