SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box:

SEI Investments Company

(Name of Registrant as Specified in Its Charter)

N/A

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SEI Notice of

Annual Meeting

OF SHAREHOLDERS TO BE HELD MAY 25, 2010

SEI INVESTMENTS COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSNotice of Annual Meeting of Shareholders to be Held May 22, 2013

TO BE HELD MAY 25, 2010

The Annual Meeting of Shareholders of SEI Investments Company, a Pennsylvania business corporation, will be held at 9:00 a.m., local time, Tuesday,Wednesday, May 25, 2010,22, 2013, at1 Freedom Valley Drive, Oaks, PA 19456-1100, for the following purposespurposes:

Only shareholders of record at the close of business on March 24, 201022, 2013 will be entitled to receive notice of, and to vote at, our 20102013 Annual Meeting of Shareholders and any adjournments thereof.

By order of the Board of Directors,

William M. Doran

Secretary

April 14, 201012, 2013

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. Most shareholders also have a choice of voting over the Internet or by telephone. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available.

REQUEST ELECTRONIC DELIVERY OF ANNUAL MEETING DOCUMENTS.Request Electronic Delivery of Annual Meeting Documents.

Shareholders may elect to receive future distribution of proxy documents and annual reports by electronic access. To take advantage of this cost-saving service, please see page 2019 of the attached Proxy Statement for further information.

SEI Investments Company Oaks, PA 19456-1100

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SEI Investments Company

Oaks, PA 19456-1100

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IMPORTANT VOTING INFORMATION

If you hold your shares through a broker, bank or other financial institution, the U.S. Securities and Exchange Commission (“SEC”) has approved a New York Stock Exchange rule that changes the manner in which your vote in the election of directors will be handled at our upcoming 2010 annual meeting of shareholders.

Shareowners who hold SEI shares through a broker, bank or other financial institution receive proxy materials and a Voting Instruction Form — either electronically or by mail — before each shareowner meeting. In the past, if you did not transmit your voting instructions before the shareowner meeting, your broker was allowed to vote on your behalf on the election of directors and other matters considered to be routine.

A New Rule for Shareowner Voting

Effective January 1, 2010, your broker will no longer be permitted to vote on your behalf on the election of directors unless you provide specific instructions by completing and returning the Voting Instruction Form or following the instructions provided to you to vote your shares via telephone or the Internet. For your vote to be counted, you now will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the shareowner meeting.

Your Participation in Voting the Shares You Own is Important

Voting your shares is important to ensure that you have a say in the governance of our company. Please review the proxy materials and follow the instructions on the Voting Instruction Form to vote your shares. We hope you will exercise your rights and fully participate as a shareowner in our company’s future.

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SEI INVESTMENTS COMPANYProxy Statement

OAKS, PA 19456 - 1100

PROXY STATEMENT

2010 ANNUAL MEETING OF SHAREHOLDERS2013 Annual Meeting of Shareholders

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of SEI Investments Company (“SEI,” “the Company,” “we,” or “our”) of proxies for use at our 20102013 Annual Meeting of Shareholders to be held on May 25, 201022, 2013 and at any adjournments thereof. Action will be taken at our 20102013 Annual Meeting of Shareholders to elect two directors with a term expiring at our 20132016 Annual Meeting of Shareholders; to approve on an advisory basis the compensation of the named executive officers; to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accountants to examine SEI’s consolidated financial statements for 2010;2013; and to consider such other business as may properly come before our 20102013 Annual Meeting of Shareholders and any adjournments thereof.thereof (the “2013 Annual Meeting”). This Proxy Statement, the accompanying proxy card and our Annual Report for 20092012 will be sent to our shareholders on or about April 14, 2010.12, 2013.

VOTING AT THE MEETINGVoting at the Meeting

Only the holders of shares of our common stock, par value $.01 per share (“Shares”), of record at the close of business on March 24, 201022, 2013 are entitled to vote at our 20102013 Annual Meeting of Shareholders.Meeting. On that date, there were 189,668,710172,410,627 Shares outstanding and entitled to be voted at our 20102013 Annual Meeting of Shareholders.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 SEI. See “Ownership of Shares” for information regarding the ownership of Shares by directors, nominees, officers and certain shareholders of SEI.

Quorum and Required Votes

A majority of the Shares entitled to vote at the 2013 Annual Meeting who are present at the 2013 Annual Meeting, either in person or by proxy, will constitute a quorum for all purposes of the 2013 Annual Meeting. If Shares are voted on any matter submitted to a vote at the Annual Meeting, under Pennsylvania law the Shares will be considered present for all purposes of the meeting and will therefore be counted for purposes of calculating whether a quorum is present at the Annual Meeting. Under Pennsylvania law and the Company’s Articles and Bylaws, if a quorum is present at the meeting:

Abstentions and broker non-votes (such as votes of “Withhold Authority”) on any proposal will not be included in the total of votes cast on that proposal and will not affect the outcome of the vote on that proposal.

How to Vote

The Shares represented by each properly executed proxy card will be voted in the manner specified by the respective shareholder. If instructions to the contrary are not given, such Shares will be votedFOR the election to our Board of Directors of the nominees listed hereinherein;FOR management’s proposal to approve the compensation of the named executive officers; andFOR the ratification of the appointment of PwC as independent registered public accountants to examine SEI’s consolidated financial statements for 2010.2013. If any other matters are properly presented for action at the meeting, the proxy holders will vote the proxies (which confer discretionary authority to vote on such matters) in accordance with their best judgment.

In addition Brokers or other nominees who hold Shares for a beneficial owner have the discretion to proxy cards, we also offer electronic voting to all registered shareholders to enable them to direct the voting of their shares. Registered shareholders and participants in an SEI employee savings plan in the United States or Canada may submit proxies orvote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. Your broker is not permitted to vote on your behalf on the election of directors or the advisory vote proposal on approval of compensation and other non-routine matters unless you provide specific instructions by telephone by dialing1-800-690-6903, having a copy ofcompleting and returning the proxy card available for reference andor following the voice prompts. Registered shareholdersinstructions provided to you by your broker, trustee or nominee to vote your shares via telephone or the Internet. We expect that brokers and SEI savings plan participants may also submit proxies ornominees will determine that they have the discretion to vote the Shares held of record by them in the absence of voting instructions viafrom the Internet by accessingbeneficial holder only on the following website:www.ProxyVote.com, having a copy

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ratification of the proxy card available for reference and markingselection of the appropriate boxes. Beneficial owners ofCompany’s independent public accountants. For your vote to be counted, you need to communicate your voting instructions to your broker, trustee or nominee.

As a result, it is important to understand that if you hold your shares held through a broker, bank or nominee may submit voting instructions by telephone or via the Internet if the firm holding shares for their account offers any of these voting methods. Beneficial shareholders should refer to theyou must give your broker specific instructions on how to vote providedyour shares for them to be counted as votes cast on a number of matters being considered at the meeting and to affect the outcome of those votes.

You may vote your shares in one of several ways, depending upon how you own your shares.

Shareholders of record (you own shares that are registered with the Company’s transfer agent in your own name) can vote by telephone, on the Internet or by mail as described below. Street name shareholders (you own shares in the name of a bank, broker or other holder of record) should refer to the proxy form or the information you receive from the record holder to see which voting methods are available to you.

Please read both the Proxy Statement and the Annual Report before you cast your vote.

Should you choose to take advantage of voting via the Internet, you will have the option immediately following the casting of your vote to elect to receive future shareholder communications, including the Proxy Statement and Annual Report, electronically over the Internet. Please note that although there is no charge to vote via the Internet, there may be costs associated with accessing the Internet, such as charges from Internet access providers and telephone companies. These costs are your responsibility. Also, please be aware that we are not involved in the operation of the Web site and cannot take responsibility for any inaccurate, erroneous, or incomplete information that may appear.

Shareholders who submit a proxy or voting instructions need not vote at the Annual Meeting. However, we will pass out written ballots at the Annual Meeting to any registered shareholder, savings plan participant or holder of a legal proxy who wishes to vote in person at the Annual Meeting. Any record shareholder giving a proxy or other voting instruction has the right to revoke it by providing written notice of revocation to our Secretary at any time before the proxy or voting instruction 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 nonvotes) either in person or by proxy, such action is not considered a vote cast and will have no effect on the proposals submitted to the shareholders described in this Proxy Statement, but the shareholder will be considered present for purposes of determining a quorum.

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(PROPOSAL NO.Proposal No. 1): ELECTION OF DIRECTORS Election of Directors

Our Board of Directors currently consists of sevensix members and is divided into three classes comprised of two classes of two directors each and one class of three 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 of a director. At our 20102013 Annual Meeting, our shareholders will be asked to vote upon the election of two nominees to the class of directors of the Company whose term expires at the 20132016 Annual Meeting. The election of the two nominees will be made by a plurality of votes cast at our 2010 Annual Meeting of Shareholders. 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.

Under our Bylaws, directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the nominee. In contested elections, the vote standard would be a plurality of votes cast. Our Bylaws provide that, in an uncontested election, each director nominee must submit to the board before the annual meeting a letter of resignation that is conditioned on not receiving a majority of the votes cast at the annual meeting. The resignation of a director nominee who is not an incumbent director is automatically accepted by the board. The resignation of an incumbent director is tendered to the independent directors of the board for a determination of whether or not to accept the resignation. The board’s decision and the basis for the decision would be disclosed within 90 days following the certification of the final vote results.

The Board of Directors, following the nominating process described under the caption “Corporate Governance — Nominating Process” elsewhere in this Proxy Statement, has nominated Alfred P. West, Jr. and William M. Doran for election at our 20102013 Annual Meeting. Both nominees are incumbent directors and both have consented to be named and to serve if elected.elected and have provided the Board the conditional letter of resignation that is required under our Bylaws. We do not know of anything that would preclude these 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 our Board of Directors may recommend, or the number of directors to be elected at our 20102013 Annual Meeting of Shareholders will be reduced accordingly.

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Our Board of Directors unanimously recommends that at our 20102013 Annual Meeting of Shareholders the shareholders vote FOR the election of Messrs.Mr. West and Mr. Doran to the class of directors whose term expires at our 20132016 Annual Meeting of Shareholders.

Set forth below is certain information concerning Messrs.Mr. West and Mr. Doran, and each of the fivefour other current directors whose terms continue after our 20102013 Annual Meeting of Shareholders. In determining to nominate the two nominees for election to the Board, as well in considering the continued service of the other members of our Board, our Board has considered the specific experiences and attributes of each director listed below and, based on their direct personal experience, the insight and collegiality that each of the nominees and continuing directors brings to board deliberations.

NOMINEES FOR ELECTION AT OUR 2010 ANNUAL MEETING OF SHAREHOLDERS WITH TERMS EXPIRING IN 2013:Nominees for election at our 2013 Annual Meeting of Shareholders with terms expiring in 2016:

Alfred P. West, Jr., 67,70, has been the Chairman of our Board of Directors and our Chief Executive Officer since our inception in 1968. Mr. West was the founder of SEI. He has provided the strategic vision in the development of our business and solutions over the past forty years, and his familiarity with the Company’s customers and employees gives Mr. West insights and experience valuable to his service on the Board.

William M. Doran 69,, 72, has been a director since March 1985 and has been Chairman of the Legal and Regulatory Oversight Committee of our Board since 2004. Mr. Doran has been the Secretary of the Company for more than the past five years. From October 1976 to October 2003, Mr. Doran was a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, PA, a firm that provides significant legal services to SEI, our subsidiaries and our mutual funds. Mr. Doran is a trustee of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, and Bishop Street Funds, each of which is an investment company for which our subsidiaries may act as advisor, administrator and/or distributor. Mr. Doran is also a director of SEI Investments Distribution Co., SEI Investments (Asia), Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments Global Fund Services Limited, SEI Investments — Unit Trust Management (UK) Limited, SEI Asset Korea, Co. Ltd., SEI Investments Global, Limited and SEI Alpha Strategy Portfolios, L.P. Mr. Doran’s legal training and experience, his relationship with the Company as outside legal counsel for many years, and his long-standing involvement with our Company and many of its regulated subsidiaries isare valuable to his service on the Board and onas Chair of the Legal and Regulatory Oversight Committee which he chairs.Committee.

DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2011:Directors continuing in office with terms expiring in 2014:

Sarah W. Blumenstein 63,, 66, has been a director since May 2001 and has been a member of the Legal and Regulatory Oversight Committee of our Board since 2004. From 1996 to 2002, Ms. Blumenstein was a public member of the Liaison Committee on Medical Education, which accredits all medical schools in the United States and Canada. From 1994 to 2003, Ms. Blumenstein served as a court-appointed Special Advocate for the Juvenile Court of Cook County. From 2000 to 2006, Ms. Blumenstein was a member of the board of directors, Fiscal Affairs Committee, and Investment Plan Subcommittee of Lake Forest Hospital. She also served on the board of Children’s Memorial Institute for Education and Research and on the Women’s Boards of Children’s Memorial Medical Center and Lake Forest College for fifteen years. Ms. Blumenstein’s involvement with these non-profit entities and with healthcare providers provides her with insights into clients of our Institutional Investors business which is relevant to her service on the Board.

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Kathryn M. McCarthy 61,, 64, has been a director since October 1998 and is a member of the Audit and Compensation Committees of our Board. Ms. McCarthy is also our Lead Independent Director and chairs periodic meetings of the Board’s independent directors. She is also an independent consultant and financial advisor. Ms. McCarthy is a director and a member of the Audit Committee of the Rockefeller Trust Company, NA and a member of the Trust and Audit Committee of the Rockefeller Trust Companies (New York). From February 2000 to May 2003, Ms. McCarthy was a Managing Director at Rockefeller & Co., Inc. Ms. McCarthy was the President of Marujupu, LLC (a New York-based family office) from November 1996 to June 1999. She was a consultant to Marujupu, LLC on investment and wealth transfer matters from June 1999 to June 2000. From June 1992 to October 1996, Ms. McCarthy was a Senior Financial Counselor and portfolio manager with Rockefeller & Co., Inc., a family office and investment manager. Ms. McCarthy’s experience as a consultant and financial advisor to investors and investment management firms has given her insight into the various issues faced by the investment and wealth management business of SEI and its clients.

Directors continuing in office with terms expiring in 2015:

Henry H. Porter, Jr.Richard B. Lieb, 75,65, has been a director since September 1981. He is a member of the Audit Committee and the Compensation Committee of our Board. Mr. Porter was the long-standing Chair of the Audit Committee until Mr. Romeo assumed the Chair in January 2010. After having served in financial management positions in two large public companies, since 1980 Mr. Porter has been a private investor and an outside director for a number of financial services organizations. Mr. Porter’s experience with financial management issues and corporate governance issues faced by public companies, as well as his long tenure as a former Chair and current member of our Audit Committee, are important to his service on the Board.

DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2012:

Richard B. Lieb, 62, has been a director since 1994, and Chairman of the Compensation Committee of our Board since 2008 and a member of the Legal and Regulatory Oversightour Audit Committee of our Board since 2008.2011. From October 2002 to December 2003, Mr. Lieb served as the President and Chief Executive Officer of The Dewey Companies, a residential real estate development firm. Mr. Lieb was our Executive Vice President from 1990 until September 2002. During 2002, Mr. Lieb was a Senior Fellow at the SEI Center for Advanced Studies in Management at the Wharton School of the University of Pennsylvania. Mr. Lieb was our Executive Vice President from 1990 until September 2002. Mr. Lieb served as President of our Investment Systems and Services Unit from 1994 until 2001 and was President and Chief Executive Officer of our Insurance Asset Services Division from March 1989 until October 1990. From 1986 to 1989,1976-1982 and 1986-1989, Mr. Lieb served in various executive positions with SEI. Mr. Lieb has great familiarity

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with the Company, and particular knowledge of the bank market and SEI’s related technology solutions, from his previous role with the Company as the person having managerial responsibility for the Company’s Private Bank business.

Carmen V. Romeo 66,, 69, has been a director since June 1979 and a member of the Audit Committee of our Board since 2008. In January 2010, Mr. Romeo was appointed as the Chair of the Audit Committee. From December 1985 to December 2004, Mr. Romeo served as an Executive Vice President of the Company. Mr. Romeo was our Treasurer and Chief Financial Officer from June 1979 until September 1996. Mr. Romeo officially retired from the Company effective December 31, 2004. Mr. Romeo also is a member of the boards of trustees of LaSalle University, Philadelphia, PA, and American University of Rome, Rome, Italy. Mr. Romeo was a certified public accountant with Arthur Andersen & Co. prior to 1979. In addition to his familiarity with public company accounting and financial management issues, Mr. Romeo has great familiarity with the Company, and particular knowledge of the Company’s business and related technology and asset management solutions, from his previous role with the Company as the person having managerial responsibility for the Company’s Investment Advisors business.

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(PROPOSAL NO. 2)Corporate Governance

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to serve as independent registered public accountants to examine SEI’s consolidated financial statements for 2010. In accordance with SEI’s past practices, this selection will be presented to the shareholders for ratification at our 2010 Annual Meeting of Shareholders; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, our Audit Committee has ultimate authority with respect to the selection of SEI’s independent registered public accountants. If the shareholders do not ratify the appointment of PwC, the selection of independent registered public accountants may be reconsidered by our Audit Committee. Representatives of PwC are expected to be available at our 2010 Annual Meeting of Shareholders to respond to appropriate questionsGovernance Principles and to make a statement if they so desire.

The following is a summary of the fees billed to SEI by PwC for professional services rendered for the fiscal years ended December 31, 2009 and December 31, 2008:

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding pre-approval of the retention of the independent auditors for the performance of all audits and lawfully permitted non-audit services and regarding pre-approval of the fees for such services. On an on-going basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors to provide these services, as well as certain fee levels for these services. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the pre-approved fee levels.

The affirmative vote of a majority of the votes cast at our 2010 Annual Meeting of Shareholders by the holders of the outstanding Shares is required for the ratification of this appointment. Our Board of Directors unanimously recommends that the shareholders vote FOR approval of this proposal.

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CORPORATE GOVERNANCE

GOVERNANCE PRINCIPLES AND STRUCTURESStructures

The governance principles of our Board of Directors include our Board Nomination and Shareholder Communication Policy, as well as the charters of our Audit Committee, Compensation Committee, Legal and Regulatory Oversight Committee and our Lead Independent Director. Other documents which implement the governance principles of our Company include our Code of Conduct, our Complaint Procedures and Non-Retaliation Policy and our Code of Ethics for our Senior Financial Officers. Each of these documents and various other documents embodying our governance principles, including our Code of Conduct, are published on the Corporate Governance section of our website at www.seic.com. Amendments and waivers of our Code of Ethics for our Senior Financial Officers will either be posted on our website or filed with the Securities and Exchange Commission on Form 8-K.

Our Board of Directors has determined that each of Ms. Blumenstein, Ms. McCarthy and Messrs. Porter,Messrs Lieb and Romeo, is an “independent director” as such term is defined in Rule 5605(a)(2) promulgated by The NASDAQ Stock Market, Inc. In this Proxy Statement, these fivefour directors are referred to individually as an “independent director” and collectively as the “independent directors.”

Mr. West, the founder of our Company and its Chief Executive Officer throughout the Company’s history, is also the Chairman of our Board. The Board has concluded, in light of present circumstances, that this arrangement best suits the Company’s needs because of Mr. West’s role as founder, strategic visionary and significant shareholder of the Company.

In order to ensure that the considerations of non-management directors are addressed at the Board, the Board has appointed Ms. McCarthy as the Lead Independent Director in January 2010 with the responsibilities and authority set out in the Lead Independent Director Charter. As such Lead Independent Director, KathrynMs. McCarthy is responsible for chairing the executive sessions of the Board of Directors. Our independent directors meet in regularly scheduled executive sessions without management present.

BOARD AND COMMITTEE MEETINGSBoard and Committee Meetings

Our Board of Directors held eightsix meetings in 2009.2012. During the year, each director attended at least 75more than 75% percent of the meetings of our Board of Directors and of the committees on which he or she served. While we do not have a specific written policy with regard to attendance of directors at our annual meetings of shareholders, we encourage, but do not mandate, board member attendance at our annual meetings of shareholders, particularly with respect to board members who are up for election at that annual meeting. FourFive of our seven directors attended our 20092012 Annual Meeting of Shareholders. The standing committees of our Board of Directors are the Audit Committee, the Compensation Committee and the Legal and Regulatory Oversight Committee.

Our Audit Committee held eightseven meetings in 2009.2012. The principal functions of the Audit Committee, which operates pursuant to a formal written charter, are to assist our Board of Directors in its oversight of the quality and integrity of our financial reporting process, and to retain, set compensation and retention terms for, terminate, oversee, and evaluate the activities of the Company’s independent auditors. The current members of the Audit Committee are Messrs. PorterRomeo and RomeoLieb and Ms. McCarthy, each of whom is an independent director. Our Board of Directors has determined that Mr. Romeo is an “audit committee financial expert” as such term is defined in Item 401(h) of Regulation S-K promulgated by the Securities and Exchange Commission. A current copy of the charter of the Audit Committee may be viewed on the Company’s website at www.seic.com under “About SEI —> Investors > Corporate Governance — Governance.”

Our Compensation Committee held threefive meetings in 2009.2012. The principal function of the Compensation Committee is to administer our compensation programs, including certain stock plans and bonus and incentive plans, as well as the salaries of senior corporate officers and employment agreements between SEI and senior corporate officers. The Compensation Committee members are Messrs.Mr. Lieb and Porter and Ms. McCarthy, each of whom is an independent director. A current copy of the charter of the Compensation Committee may be viewed on the Company’s website at www.seic.com under “About SEI —> Investors > Corporate Governance — Governance.” The Compensation Committee establishes director and executive officer compensation in accordance with the authority granted by its charter and the Board-approved compensation plans the Committee administers. The Committee may delegate its responsibilities under limited

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circumstances to a subcommittee composed only of a subset of Committee members. Also, under the terms of the Board —Board- and shareholder-approved equity compensation plans, the Committee is authorized to provide our CEO with limited authority to make stock-based awards to non-executive employees in connection with recruitment, retention, performance recognition or promotion; however, the Committee has not authorized our CEO to make any equity grants to our executive officers.

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Our Legal and Regulatory Oversight Committee held three meetings in 2009.2012. The principal function of the Legal and Regulatory Oversight Committee is to oversee our compliance with rules and regulations of the various regulatory bodies having jurisdiction over the business and operations of the Company and its subsidiaries. The members of the Legal and Regulatory Oversight Committee are Messrs. Doran and LiebRomeo and Ms. Blumenstein. A current copy of the charter of the Legal and Regulatory Oversight Committee may be viewed on the Company’s website at www.seic.com under “About SEI —> Investors > Corporate Governance — Governance.”

NOMINATING PROCESSNominating Process

Our Board of Directors does not have a nominating committee and, accordingly, has not adopted a nominating committee charter. MeetingsA special meeting of our independent directors to consider nominations for director elections areis held at least annually and is chaired by our Lead Independent Director in accordance with our Board Nomination and Shareholder Communication Policy. As established by resolution of our Independent Directors and our entire Board of Directors in its approval of our nominating process, nominees for election to our Board of Directors are either selected by a majority of our independent directorsIndependent Directors or recommended by a majority of our independent directorsIndependent Directors for selection by our Board of Directors. It is the view of our Board of Directors that this function has been performed effectively by our Independent Directors and our entire Board of Directors, and that it is not necessary for us to have, and SEI does not maintain, a separate nominating committee or charter for this purpose.

Board candidates are considered based on various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of our shareholders and personal integrity and judgment. Directors are also considered based on their diverse backgrounds and on contributions that they can make to SEI, as well as their ability to fill a current board need. In addition, directors must have time available to devote to activities of our Board of Directors and to enhance their knowledge of SEI’s industry. The Board prefers a mix of background and experience among its members and it uses its judgment to identify nominees whose backgrounds, attributes and experiences, which taken as a whole, will contribute to insightful and robust, yet collegial, Board deliberation. Accordingly, while there is no exact formula, we seek to attract and retain highly qualified directors with relevant experience who have sufficient time to attend to their substantial duties and responsibilities to SEI.

Our Board of Directors considers recommendations for nominations from a wide variety of sources, including members of our Board of Directors, business contacts, our legal counsel, community leaders and members of our management. Our Board of Directors will also consider shareholder recommendations for director nominees that are received in a timely manner. Subject to compliance with statutory or regulatory requirements, our Board of Directors does not expect that candidates recommended by shareholders will be evaluated in a different manner than other candidates. All such recommendations for election of directors at the 20112013 annual meeting should be submitted in writing to our Secretary at our principal offices (1 Freedom Valley Drive, Oaks PA 19456-1100) no later than DecemberJanuary 15, 2010.2014. The Board’s current policy with respect to Board Nominees and Shareholder Communications may be viewed on the Company’s website at www.seic.com under “About SEI —> Investors —> Corporate Governance.”

SHAREHOLDER COMMUNICATIONS TO OUR BOARD OF DIRECTORSShareholder Communications to our Board of Directors

Shareholders may send communications to our Board of Directors in writing, addressed to the full Board of Directors, individual directors or a specific committee of our Board of Directors, in care of our Secretary, to our principal offices (1 Freedom Valley Drive, Oaks, PA 19456-1100). Our Board of Directors relies on our Secretary to forward written questions or comments to the full Board of Directors, named directors or specific committees of our Board of Directors, as appropriate. General comments or inquiries from shareholders are forwarded to the appropriate individual within SEI. The Board’s current policy with respect to Board Nominees and Shareholder Communications may be viewed on the Company’s website at www.seic.com under “About SEI —> Investors —> Corporate Governance.”

RISK OVERSIGHT BY THE BOARDRisk Oversight by the Board

It is management’s responsibility to assess and manage the various risks faced by the Company. It is the Board’s responsibility to oversee management in this effort. The Board has delegated aspects of their risk management oversight responsibility to three committees of the Board. The Audit Committee generally oversees risk policies related to the Company’s financial statements and financial reporting. The Legal and Regulatory Oversight Committee generally oversees risk policies related to the Company’s compliance with legal and regulatory obligations. The Compensation Committee generally oversees risk policies related to the CompaniesCompany’s compensation arrangements. The Board directly considers risk matters related to the Company’s strategic, operational and corporate governance matters as well as risks that could adversely affect the Company’s reputation.

At the end of each year, the Chief Financial Officer and the General Counsel of the Company work with the Company’s Enterprise Risk Manager and the Company’s internal audit department, compliance department, risk officers of the company’s operations, technology

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and investment management units and members of the various solutions development teams of the Company to collect, review and prioritize business risks and mitigation measures and responsibilities. The different identifiers of risk include risk assessmentassessments prepared

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by the Company’s internal audit team for purposes of developing the Company’s internal audit plan, risk assessments prepared by compliance officers for the purpose of identifyingdeveloping compliance policy contents and testing procedures, and risk assessments prepared by the operations, technology and investment management units for the purpose of creating and refining their internal procedures and controls. This group also considers the results of regulatory examinations of our regulated subsidiaries, as well as issues generally affecting our competitors and the industries of which the Company is a part. A summary of these key business risks are then reviewed with SEI’s Operations Risk Committee (“ORC”), consisting of the heads of each of SEI’s market units and supporting organizations.

In January of each year, the key business risk summary is considered by a joint meeting of the Audit Committee and the Legal and Regulatory Oversight Committee of our Board. During the year, the Chief Financial Officer and the General Counsel hashave responsibility for escalating as appropriate risk events and updates to the Audit Committee and the Legal and Regulatory Oversight Committee, respectively.

OWNERSHIP OF SHARESOwnership of Shares

The following table contains information as of March 15, 20102013 (except as noted) relating to the beneficial ownership of Shares by our Chief Executive Officer and Chief Financial Officer, by each of our three other most highly compensated executive officers, by each of the members of our Board of Directors (including nominees), by all members of our Board of Directors (including nominees) and executive officers in the aggregate, and by the holders of 5 percent or more of the total Shares outstanding. As of March 15, 2010,2013 there were 189,710,871172,664,627 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 SEI. Unless otherwise indicated, the named persons possess sole voting and investment power with respect to the Shares listed.

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COMPENSATION DISCUSSIONCompensation Discussion & ANALYSISAnalysis

The following compensation discussion and analysis contains statements regarding future individual and company performance measures, targets and other goals. These goals are disclosed in the limited context of the Company’s executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

OVERVIEWOverview

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

The compensation program for almost all full-time employees of the Company’s executive officersCompany consists of (i) base salary and (ii) cash bonuses pursuant to a corporate incentive compensation plan and (iii) grants of stock options (in addition to benefits afforded to all employees, such as healthcare insurance and stock purchase and defined contribution plans). Equity compensation for higher level employees is provided by annual grants of stock options. The Compensation Committee seeks to develop a compensation program that, overall, is at levels that the Committee believes are competitive with compensation paid to managementemployees with comparable qualifications, experience and responsibilities at companies of comparable size engaged in the same or similar businesses as SEI although theand in similar locations. The Committee does not conductexplicitly position pay at a specific level or mix with reference to any review or analysis of comparable salary arrangements andparticular group.

The Committee has not retained a compensation consultantsought to advise it on compensation matters or on benchmarking compensation. Generally, the Committee seeks to ensureminimize base salaries so that the overall compensation program is more heavily weighted towards incentive compensation in the form of annual cash incentives or longer termbonuses and sales commissions, and for higher level employees, stock option grants that have performance vesting requirements based on attainment of earnings per share targets. In 2012, the Committee retained Semler Brossy as its executive compensation consultant. See “Retention of Compensation Consultant,” below.

In the Spring of 2011, the Committee had a study of CEO compensation done by a compensation consultant and in early 2013 the Committee had a similar study done for its senior management. Both studies compared the base, incentive and equity compensation at SEI to that of its peers as identified by the Committee and its compensation consultant. See “Retention of Compensation Consultant” below.

The Compensation Committee has also reviewed our compensation policies as generally applicable to all of our employees and believes that our policies, taking into account the mitigation policies and arrangements in place, do not encourage excessive or unnecessary risk-taking and that any level of risk they do encourage is not reasonably likely to have a material adverse effect on the Company.

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BASE SALARYBase Salary

The Compensation Committee seeks to recommend base salaries for management employees at levels that it believes are sufficiently competitive with salaries paid to management with comparable qualifications, experience and responsibilities at companies of comparable size engaged in the same or similarand businesses as SEI, although the Committee does not conduct any review or analysis of comparable salary arrangements and has not retained a compensation consultant to advise it on compensation matters.SEI. Since 1992, until 2009, the Compensation Committee has sought to minimizeminimized base salary increases for executive officers.officers, although in December 2009, the Committee did make certain base salary increases for its executive officers as described in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders. No base salary adjustments for the executive officers named in the Summary Compensation Table were made in 2011 or 2012.

INCENTIVE COMPENSATIONIncentive Compensation

Incentive compensation consists of two components: annual bonuses and sales compensation.commissions. Sales compensation arrangementscommissions are based on sales events and are measured based uponon the basis of asset accumulation, asset retention, or anticipated revenue from contracted sales, generally taking into account related factors, such as expected profit margins. Executive officers participate only in the annual bonus program and do not participate in sales compensationcommission plans.

Annual bonuses are determined through a process overseen by the Board of Directors and the Compensation Committee and depend upon corporate achievement, unit achievement and individual achievement during the year.Committee. Each individual that participates in the plan is assigned a target compensation award which may change from year to year, but generally is the same as that individual’s prior year target amount. In the case of executive officers, the target amount is generally between 150% and 220% of the officer’s base salary, reflecting the determination of the committeeCommittee to emphasize performance-based incentive compensation over fixed compensation. During

Historically, the first quarterincentive bonus compensation that may be paid out in any particular year is determined by: (1) determining the aggregate amount of eachall individual target compensation awards for that year; (2) early in the year in question, outlining a number of financial and non-financial achievements that may be considered in determining what percentage of that overall pool will be paid in the Compensation Committee reviews target performance goals that are developed by SEI’s Chief Executive Officer and senior management of each business unit of SEI. Historically, these metrics are company-wide metrics, such as earnings per share targets, revenue targets, sales event targets, or other business, financial or strategic goals, as well as unit and individual specific metrics. The Compensation Committee uses these to set target performance goals for purposesparticular year; (3) near the end of the annual bonus plan.

During December of eachparticular year the Compensation Committee considers and determines the corporate achievement percentage and the various unit achievement percentages, taking into account the recommendations of the Chief Executive Officer of the Company. SEI’s actual performance at the corporate level as compared to the target goals and determines the total amount of bonuses for the year, including the bonus to be paid to SEI’s Chief Executive Officer. In addition,when the size of the final bonus pools may be adjusted for nonfinancial achievements, changes inpool is known, dividing the resulting pool among the market and business units or other organizational changes or strategic accomplishments or shortfalls duringbased on each unit’s success for that year; and (4) then awarding individual bonuses to employees within those units based on the year. The amount of the bonus to be paid to each of the Company’s executive officers (other than SEI’s Chief Executive Officer) is recommendedavailable to the Compensation

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particular unit and the achievements of those units as well as individual achievements. The Committee byand the Chief Executive OfficerCEO review a number of SEI and is subject to the approval of the Compensation Committee. These bonus recommendations and approvals reflect, in addition to SEI’s overall performance, the performance of the individual’sfactors when evaluating a market or business unit and any individual achievements during the year. The amountindividuals within a unit who are executive officers of the bonus to be paid to SEI’s Chief Executive OfficerCompany. Financial and business goals and objectives established at the beginning of each year provide a basis for assessment of performance for these units. Financial results, including, as applicable, performance against the prior year’s financial performance and other non-financial goals are considered within the overall business environment. These results are viewed in the aggregate by the Committee, without any specific weighting, and there is no direct correlation between any particular performance measure and the resulting incentive bonuses. Although the framework for compensation decision making involves the assessment of the achievement of various goals, compensation for the named executive officers is not determined by the Compensationformula. The Committee exercises independent business judgment to determine individual compensation based on SEI’s achievement of profitabilitystrategic and revenue growthoperating results and other considerations such as their success in their management responsibilities generally and achievement of strategic and tactical goals and strategic organizational goals.of their particular units.

OPTION GRANTSOption Grants

Stock option grants are viewed by the Compensation Committee as an important means of aligning the interests of management and employees with the interests of shareholders. Prior to 1992, SEI’s philosophy 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 for Mr. West, who prior to 2008 had never received stock option grants from SEI. At the end of 1997, SEI implemented changes in its stock option plans and related plans for the purpose of tying the vesting of stock options to SEI’s financial performance. Beginning with stock options granted at the end of 1997, all of the stock options granted by the Company have performance-based vesting provisions: the stock options vest at a rate of 50 percent when a specified earnings-per-share target is achieved, and the remaining 50 percent when a second, higher specified earnings-per-share target is achieved. The options granted prior to 2006 fully vest after seven years from the date of grant. Beginning in 2006, the Compensation Committee determined to eliminate this seven year vesting trigger and, as a result, options do not vest as a result of the passage of time, but solely as a result of achievement of the financial vesting targets established by the Compensation Committee at the time of grant. Option awards are generally determined by the Compensation Committee in December of each year. The Chief Executive Officer of the Company reviews with the Compensation Committee the option grants for each executive officer of the Company, other than himself, as well as the option grants for the other employees of the Company. The Compensation Committee then deliberates and establishes the specific option grants and finally submits these option grant amounts to the entire Board of Directors for ratification.

2009 COMPENSATION COMMITTEE ACTIONS2012 Committee Actions and Awards

The Committee’s compensation decisions during 2009 for executive officers were influenced by a numberFor 2012 the Board of factors. In December 2008,Directors and the Compensation Committee consideringchose to fix the effect ofmaximum bonus pool as the financial markets’ volatility on the Company’s business and financial results, did not consider salary increases and minimizedtotal target bonuses for all employees eligible for incentive compensation awards. The Chief Executive Officer did not receive an incentive compensation award for 2008as of December 2012. In November and the other executive officers generally received an award at approximately 25%December of their target incentive compensation amount, approximately half of the percentage of the target amount that employees in their respective units received for that year. As the financial markets began to recover after March 2009, the Compensation Committee began to consider the Company’s compensation programs in light of the recovering financial markets and in light of the Company’s need to continue to effectively attract, retain and incentivize employees as competition for employees was expected to increase. During 2009, the Chair of the Compensation Committee and another member of the Board interviewed each of the Company’s executive officers to understand the needs of the executives in retaining, and providing necessary financial incentives to, the employees in their respective groups, as well as each executive’s perspective on the Company’s compensation components and levels. These interviews also touched upon the effect of the Company’s 2009 workforce reductions on the stability of the remaining employees. The interviews also reviewed the management development initiatives in each of the organizational groups of the Company and the compensation review processes for non-executive officers that the management team had begun to consider to stabilize and retain their respective teams as the Company renewed its growth and faced competitive challenges. Taking into account the information gathered during these interviews, as well as their respective views of the needs of the Company to retain executive talent, to reward the contribution of the Company’s executive officers during 2009 and their potential for contribution to the success of the Company in the coming years, and to maintain the necessary workforce and management in place to support the Company’s expected growth,2012 the Committee took a number of actions in December 2009:

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Each of these actions are described below:

2009 Incentive Compensation Awards. As a result of the uncertainty at the beginning of 2009 surrounding the financial markets and the business and financial condition of the Company, the Company’s current and prospective clients and the Company’s competitors, the Compensation Committee did not establish detailed objective goals for the 2009 annual bonus plan for executive officers. The Board as a whole, including the members of the Compensation Committee, considered the Company’s strategic and financial plan for 2009 at the beginning of the year, and adopted a corporate goal of achieving earnings per share during 2009 of $1.00, but did not establish other quantitative metrics for the 2009 bonus plan. The Compensation Committee preferred to retain the flexibility generally to consider the performance of each executive officer during 2009 in light of how they and their unit addressed the rapidly changing needs of the Company in light of the state of the Company’s business and the economy at the time the bonuses were awarded. During their deliberations on the annual bonus awards in December 2009, the Committee considered (i) the recommendation ofreceived from the Chief Executive Officer as tohis views on the annual bonus2012 performance of each executive officerthe senior executives (other than himself) and their market or business units, as well as his recommendations for bonuses and stock options for the Chief Executive Officer), (ii) the expected financial resultssenior executives and their units. The Committee, based on these inputs, discussed and approved individual awards that were then made to executive officers based on

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their market or business unit contributions to corporate earnings, revenues and sales; profit margin improvements; meeting various strategic and tactical goals of the Company for 2009, including the anticipated earnings per share, (iii) quantitativeunits; and qualitative summaries ofindividual performance. The Committee independently reviewed the performance of eachthe CEO with primary consideration to the overall performance of the units for whichcompany as well as his individual performance on strategic and non-financial achievements and discussed and approved his annual bonus. The 2012 awards averaged approximately 93% of target amounts as compared to 76% in 2011, 66% in 2010 and 60% in 2009. The actual awards were determined as described above. Principal financial factors included increases to revenues and earnings and an increase in new sales as compared to the prior year.

With respect to the named executive officers were responsible, and (iv)in the information gathered by members ofSummary Compensation Table, the Committee during their interviews during the year with executive officers.

The annual incentive compensation targets for 20092012 were $600,000$750,000 for Mr. West, $550,000 for Mr. McGonigle, $650,000 for Messrs. Meyer and Ujobai, and $500,000$600,000 for Mr. Barr.

In December 2012, the Committee considered the achievement of each of the other named executive officers. These targets wereofficers with respect to the samecorporate and unit financial measures of revenues, profits and sales as well as the targets for 2008. The 2009 earnings per share achieved by the Company for 2009 was $.91, compared to the targetachievement of $1.00.non-financial objectives. The Committee believed that this achievement justified only a 50% achievement of the 50% of the target amount whose payout was based on the corporate achievement factor. The Committee then subjectively considered the performance of each of other executive officers and of the units for which they were responsible. In their consideration they took into account the new sales activity of the units, the profit contribution of the units, the challenges faced by the units, and the other financial and non-financial achievements by each of the units and executive officers and determined the percentage achievement for each of the executive officers. No attempt was made by the Committee to agree upon specific unit achievement criteria, or todid not assign specific weightings to any achievement criteria, that would be determinative of the achievement percentage.particular criteria. The amount and range of the achievement percentages wasresulting awards were due primarily to the Committee’s qualitative and subjective views of the relative performance of the organizationalmarket or business unitsunit for which the executive officer was responsible.

The Committee determined that Messrs. West, McGonigle, Meyer, Ujobai and KlauderBarr should receive 65%93%, 97%, 110%, 81% and 100% respectively of their respective target bonus amounts, that Mr. Meyer should receive 83% of his target bonus amount, and that Mr. Ujobai should receive 55% of his target bonus amount. As 50% of this percentage was based on corporate achievement, which the Committee considered to have justified a 50% achievement level, that means that the Committee considered the personal performance of Messrs. West, McGonigle and Klauder to have been achieved at an 80% level, of Mr. Meyer at an 116% level, and of Mr. Ujobai at a 60% level. Specifically inamounts. In the case of Mr. West, the Committee noted the Company’s response to the difficult business environment and the Company’s successful cost containment initiatives while continuing the development of the GlobalSEI Wealth Platform throughout the period.period while still increasing diluted earnings per common share by 6.3%, from $1.11 in 2011 to $1.18 in 2012. In the case of Mr. Meyer, the head of the Company’s Investment Manager Services unit, the Committee noted the exceptionalcontinuing success of the Investor ManagersInvestment Manager Services segment for which he was responsible in generatinggrowing revenues, operating profit and new sales, activityincluding record sales in the difficult markets as well as that segment’s success in increasing margins. In the case2012, and achieving approximately 98% of Messrs. McGonigleboth revenue and Klauder, the Committee noted their risk management activityoperating profit targets (revenue achievement of $193 million against a revenue target of $197 million and the handlingoperating profit achievement of the Company’s exposure to structured investment products.$70 million against an operating profit target of $71.5 million). In the case of Mr. Ujobai, the head of the Company’s Private Bank Unit, the Committee considered his cost controlthe continued progress made by that unit in bringing the new SEI Wealth Platform to the market in both the United States and client recontracting achievements as well as his efforts in furthering the development of the Global Wealth Platform. In the view ofUnited Kingdom markets. However, the Committee these achievements were offset in part by a decline during 2009 inalso considered that the profitabilityfinancial results of the Private Bank unit in 2012 (a 5% increase in revenue and an 11% decrease in operating profits) should result in a lower achievement percentage for which Mr. Ujobai is responsible.than the other executive officers responsible for market units. In the case of Mr. Barr, the head of the Company’s Investment Management unit, the Committee considered the growth in assets under management in the Private Bank unit of 11.2% in 2012 over 2011 and the growth in assets under management in the Private Bank, Investment Advisors and Institutional Investor units combined of 16% in 2012 over 2011. The Committee also based Mr. Barr’s achievement percentage on their determination that Mr. Barr’s unit had made significant strides in improving the overall risk-adjusted investment performance of the assets under management by the Company. In the case of Mr. McGonigle, the Committee noted his achievements generally in the overall management of the finances of the Company and based their incentive compensation award to Mr. McGonigle on an achievement percentage which was the average of the achievement percentage of the market unit executive officers.

For 2013, the Company expects to utilize a different approach in which it will establish two target bonus pools, one for senior management (approximately 10 executives), and one for all other employees eligible for incentive compensation. The target bonus pools will be funded at a pre-determined percentage of the target level for achieving an earnings per share target approved by the Committee at its January 2013 meeting and the pools will be increased or decreased in the discretion of the Committee to reflect the actual earnings per share of the Company compared to the target level earnings per share, or for changes in the target levels of employees included in the pool. The funding of the pools will go up or down from target levels based on any under or over achievement of the earnings per share target. The pool for senior management will then be distributed using the same criteria and process as used for 2012.

20092012 Option Awards.Awards

At the December 20102012 meeting, the Compensation Committee considered the annual grant of options to each of the named executive officers. The Committee noted that a number of the outstanding options held by the executives had exercise prices significantly less than the current market price. The Committee reaffirmed their belief that option grants with performance or EPS based vesting targets were a very effective way to align the interests of the executives with the interests of the Company’s shareholders. The Committee also considered however, the cash compensation adjustments and awards that were being approved at the meeting foroptions currently held by the executive officers.officers, and their remaining terms and exercise prices. The Committee determined to award Mr. West a 2009 grant of 75,000 options (a decline of 25% inalso considered the number of options granted generally to Mr. West in 2008). Messrs. McGonigle, Ujobaikey employees (including executive officers) as a percentage of the outstanding shares and Klauder each received a 2009 grant of 60,000 options (the same number as granted in 2008) and Mr. Meyer received a grant of 65,000 options (comparedcompared to the 2008 grant of 60,000 options). The Committee felt the increase in Mr. Meyer’s option grant relative to his peers was appropriate in light of the significant performance of his unit during 2009 and the relative lesser number of options held by Mr. Meyer compared to his peers as a result of past grants.

granted in prior years. In 2009,2012, the Compensation Committee approved the grant of approximately 4,223,0002,470,000 options to approximately 460400 employees and directors of the Company, a decrease in the number of options granted of 4% from the 4,539,0002,544,400 options granted during 2008.2011. During 2009,2012, the Company repurchased in open market or private transactions 3,198,00011,109,404 Shares under its stock repurchase program, compared to 5,778,00011,109,000 Shares repurchased during 2008.in 2011.

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2010 Base Salary Adjustments.In 2009, the Compensation Committee considered whether to adjust base salaries of certain of the executive officers. In this regard, the Committee noted that none of the executive officers, other than Mr. West, had received salary increases (except upon their promotion to the executive officer level) since January 2005. The Committee determinedalso generally kept the number of 2012 options granted to increase the annual salary of each of the named executive officers from $250,000the same as for 2011. The Committee awarded Mr. West a 2012 grant of 50,000 options, Mr. Meyer a 2012 grant of 50,000 options, Mr. McGonigle a 2012 grant of 35,000 options, and each of Messrs. Barr and Ujobai, a 2012 grant of 40,000 options.

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Retention of Compensation Consultant

During 2011, the Committee considered the advisability of retaining a compensation consultant and, after conducting a search, the Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy” or “Consultant”) to $300,000 effectiveassist the Committee with its responsibilities related to the Company’s executive compensation programs. Semler Brossy provides no other services to the Company outside of its role as independent Committee advisor. During 2012, Semler Brossy began an assessment of senior management compensation, including development of a comparison group, and also provided advice concerning the executive compensation policies and practices in January 2010.

2010 Incentive Compensation Target Adjustments.In 2009, theplace in our industry as well as Compensation Committee determinedbest practices.

Because of the policies and procedures Semler Brossy and the Committee have in place, the Committee is confident that the advice it receives from the executive compensation consultant is objective. These policies and procedures include the following provisions:

While it is necessary for the consultant to interact with management to gather information, the Committee has adopted protocols governing if and when the consultant’s advice and recommendations can be shared with management. These protocols are included in the consultant’s engagement letter. The Committee also determines the appropriate forum for receiving consultant recommendations. Where appropriate, management invitees are present to provide context for the recommendations. This approach protects the Committee’s ability to receive objective advice from the consultant so that the Committee may make independent decisions about executive officerspay at the Company. The Consultant reports directly to the Committee and performs no other work for 2010the Company. The Committee has retained Semler Brossy as its independent consultant since 2012. The Committee has analyzed whether the work of Semler Brossy as a compensation consultant has raised any conflict of interest, taking into consideration the following factors:

The Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and subsequent years. Thethe individual compensation target for Messrs. Ujobai and Meyer was increasedadvisors employed by Semler Brossy as compensation consultants to $600,000 (a 20% increase for Mr. Meyer andthe Company has not created any conflict of interest.

In January 2013 Semler Brossy presented a 9% increase for Mr. Ujobai). The compensation target for Messrs. McGonigle and Klauder was increasedreport to $550,000 (a 10% increase). Mr. West’s incentive compensation target was increased by $100,000 to $700,000. These increases represented the belief of the Compensation Committee that evaluated the compensation of the Company’s senior management against a large partpeer group of companies. These companies are engaged in the financial services industry, especially the asset management business, or the data processing and outsourced services industry, and the Compensation Committee, with the advice of Semler Brossy, considers them to be generally comparable companies to SEI on the basis of business activity, revenue, net income and/or market capitalization. The peer group consisted of the following 14 companies: Fidelity National Information Services, Legg Mason, Fiserv, Affiliated Managers Group, LPL Investment Holdings, T. Rowe Price Group, DST Systems, Broadridge Financial Solutions, Investment Technology Group, Jack Henry & Associates, Eaton Vance, MSCI, Wadell & Reed Financial and Federated Investors. The compensation analysis prepared using this group considered base salary, total cash compensation should be performance based, particularlyand total direct compensation, which includes annual cash incentives and equity-based compensation. The analysis served as a reference for pay levels and practices, without benchmarking to a specified target. Based on this analysis, the Committee believes that, in aggregate, the casetotal reward levels in respect of those executives, suchservices for fiscal 2012 for our named executive officers are both appropriate and competitive.

The Committee expects to continue to engage Semler Brossy in 2013 for purposes of best practices and consideration of the January report.

Compensation Recoupment Policy

In early 2011, the Compensation Committee adopted a Compensation Recoupment Policy. This policy (also known as Messrs. Meyera “clawback” policy), permits the Board to recover certain cash incentive compensation or equity grants made to executive officers of the Company and Ujobai,other members of the Company’s senior management committee if the person from whom the recoupment is sought engaged in

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fraud or intentional misconduct that caused the need to restate the Company’s financial statements if the result of the restatement would have been to reduce or delay the amount of the incentive compensation or the vesting of the equity grant. We believe that by providing SEI with the appropriate power to recover incentive compensation paid or equity grants made to an officer in this situation, SEI demonstrates its commitment to strong corporate governance. This clawback policy is in addition to any policies or recovery rights that are responsible for revenue generation.provided under applicable laws, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

APPLICATION OF SECTION 162(M)Application of Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the tax deductibility by a “public company” of compensation in excess of $1 million paid to certain of its executive officers, except to the extent that any excess compensation is performance-based compensation within the meaning of the Code and the regulations promulgated thereunder. In connection with the above-discussed awards and payments, the Compensation Committee considered the deductibility of compensation under Section 162(m) of the Code, and it is the Compensation Committee’s intention to structure executive compensation to minimize the application of the deduction limitations of Section 162(m) insofar as consistent with the Compensation Committee’s overall compensation objectives.

EXECUTIVE COMPENSATIONExecutive Compensation

The Summary Compensation Table set forth below summarizes total compensation paid or earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for services rendered in all capacities for the last three years ending December 31, 2009.2012.

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SUMMARY COMPENSATION TABLESummary Compensation Table

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EMPLOYMENT ARRANGEMENTSEmployment Arrangements

We also have certain expense reimbursement arrangements in effect for Mr. Ujobai which provide for the reimbursement of living expenses generally on an after-tax basis with respect to his work assignment in London. The amounts for both of these expense arrangements are reflected in column (i) of the above Summary Compensation Table and are further described in the table’s footnotes. When Mr. Klauder joined SEI in 2004, we entered into a letter agreement with Mr. Klauder pursuant to which he is entitled to compensation generally comparable with that

Grants of the other senior management of the Company, to a severance payment of twice the amount of his salary and bonus in the event that he is terminated by the Company without cause and to the immediate vesting of his unvested options in the event that he is terminated without cause or upon his death or retirement at age 65. Under this agreement, in the event of a termination of Mr. Klauder without cause, Mr. Klauder would be entitled to a payment of $1.5 million plus the acceleration of vesting of all options held by Mr. Klauder.

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GRANTS OF PLAN - BASED AWARDS TABLEPlan-Based Awards Table

The following table discloses certain information concerning options granted during 20092012 to each of the named executive officers. Other than these grants, none of the executive officers received any other equity or non-equity incentive plan awards providing for future payouts.

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OUTSTANDING EQUITY AWARDS AT YEAR - ENDOutstanding Equity Awards at Year-End

The following table reflects outstanding stock options held by the named executive officers as of December 31, 2009.2012.

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Option Expiration Date		50% Exercisable When SEI’s Reported EPS Plus FAS 123R Expense Exceeds			100% Exercisable When SEI’s Reported EPS Plus FAS 123R Expense Exceeds
12/16/2013 — 8/13/2014			Vested		$	1.63
12/14/2015			Vested		$	2.00
12/13/2016 — 1/31/2017		$	1.50		$	2.38
12/10/2017		$	1.80		$	2.80
12/16/2018		$	1.05		$	1.45
12/15/2019		$	1.20		$	1.60

All options expiring before December 14, 2015 are exercisable in their entirety at the beginning of the third year before their expiration (on the seventh anniversary of their date of grant).

Option Expiration Date		50% Exercisable When  SEI’s Reported EPS Plus ASC 718 Expense Exceeds				100% Exercisable When  SEI’s Reported EPS Plus ASC 718 Expense Exceeds
12/13/2016 - 1/31/2017		$	1.50			$	2.38
12/10/2017		$	1.80			$	2.80
12/16/2018			Vested			$	1.45
12/15/2019			Vested			$	1.60
12/14/2020 and 12/13/2021		$	1.50			$	2.25
12/11/2022		$	1.50			$	2.30

OPTION EXERCISES TABLEOption Exercises Table

The following table reflectspresents information regarding the exercise of stock options that vested during 2008 which were exercised by the named executive officers.officers during 2012. None of the named executive officers hold restricted stock awards.

 

Name (a)		Number of Shares Acquired on Exercise (#) (b)		Value Realized on  Exercise ($) (c)		Number of Shares Acquired  on Exercise (#) (b)				Value Realized  on Exercise ($) (c)
Alfred P. West, Jr.		—		—			0				0
Dennis McGonigle		60,000		529,026
Dennis J. McGonigle							40,000				318,856
Stephen G. Meyer							50,000				376,374
Joseph P. Ujobai		36,000		323,395			50,000				383,000
Stephen G. Meyer		48,000		408,361
N. Jeffrey Klauder		—		—
Kevin M. Barr							50,000				365,598

DIRECTOR COMPENSATIONDirector Compensation

Each director who is not an employee of SEI receives $2,500 per meeting attended in person ($500 for telephonic attendance) and an annual retainer of $25,000. The chairman of our Audit Committee and Compensation Committee receives an additional annual fee of $15,000 and $10,000, respectively. Our Lead Independent Director receives an additional annual fee of $5,000. Each director who is not an employee of SEI receives $2,000 per committee meeting attended in person

($ ($500 for telephonic attendance), other than committee meetings held in conjunction with Board meetings, and an annual retainer of $5,000 for each committee on which they serve. In addition, each non-employee director receives an annual grant of 10,000 options to purchase 10,000 shares and an initiala grant of options to purchase 15,0008,000 shares upon joining the Board.

On December 15, 2009,11, 2012, our non-employee directors, Mr. Doran, Mr. Porter, Mr. Lieb, Mr. Romeo, Ms. McCarthy and Ms. Blumenstein, each were granted options under the 2007 Plan to purchase 10,000 Shares at an exercise price of $17.65,$22.45, all of which options remained outstanding at December 31, 2009.2012. These options have a ten-year term. Fifty percent of these options vest on December 31 of the year in which SEI attains adjusted earnings per share of $1.20$1.50 or more, and the remaining fifty percent of these options vest on December 31 of the year in which SEI attains adjusted earnings per share of $1.60$2.30 or more (based upon audited financial statements of the Company and subject to certain adjustments relating to the option expense recorded by the Company under FAS 123R)ASC 718).

 

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Name (a)		Fees Earned or Paid in Cash ($) (b)		Option Awards ($)(1) (d)		All Other Compensation ($) (g)			Total ($) (h)		Fees Earned or Paid in Cash ($) (b)				Option Awards ($) (1) (d)				All Other Compensation ($) (g)				Total ($)  (h)
Sarah W. Blumenstein		44,000		72,400		0			116,400			43,000				67,450				0				110,450
William M. Doran		46,000		72,400		298,000	(2)		416,400			45,000				67,450				298,000	(2)			410,450
Richard B. Lieb		54,000		72,400		0			126,400			57,000				67,450				0				124,450
Kathryn McCarthy		52,500		72,400		0			124,900
Henry Porter		61,000		72,400		0			133,400
Kathryn M. McCarthy												57,500				67,450				0				124,950
Carmen V. Romeo		48,500		72,400		0			120,900			65,000				67,450				0				132,450

 

(1)

Reflects the aggregate grant date fair value of options based upon the Black-Scholes option pricing model. The assumptions used in determining the amounts in this column are set forth in Note 98 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.2012.

(2)

During 20092012, Mr. Doran received trustee fees of $178,000 for serving as a trustee of approximately ten mutual funds or trusts, each of which are either administered or sponsored by the Company. During 20092012 Mr. Doran served as a director of SEI Investments Distribution Co., SEI Investments (Asia) Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments Global Fund Services Limited, SEI Investments — Unit Trust Management (UK) Limited, SEI Asset Korea, Co. Ltd., SEI Investments Global, Limited and SEI Alpha Strategy Portfolios, L.P. and received $10,000 per month pursuant to a consulting agreement with the Company.

 

 

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COMPENSATION COMMITTEE REPORTCertain Transactions

Wellington Management Company, LLP (“Wellington”) has made a public filing with the SEC that indicates that it possessed at December 31, 2012 shared dispositive power over 9,591,471 Shares ( 5.6% of the outstanding Shares) and shared voting power over 7,949,752 Shares ( 4.6% of the outstanding Shares) in its capacity as investment advisor over accounts owned by clients of Wellington. The Wellington clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Shares. During the year ended December 31, 2012, Wellington served as a sub-adviser to more than 28 portfolios of mutual or collective funds managed by subsidiaries of SEI and in that capacity was paid an aggregate of approximately $6,930,463 million in investment advisory fees pursuant to investment management agreements which were approved by the governing bodies of the mutual funds for whose portfolios those investment advisory services were performed, including the board of certain US registered investment companies sponsored by SEI. More than 75% of the members of the board of the US registered investment company are independent directors. SEI has a related party transaction approval policy covering all transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K which provides that such transactions be submitted to the Board of the Company for approval by a majority of disinterested directors.

Compensation Committee Report

Notwithstanding anything to the contrary, this Compensation Committee Report 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 (the “Securities Act”), or the Securities Exchange Act of 1934 as amended (the “Exchange Act”) except to the extent that SEI specifically incorporates this information by reference and this information shall not be deemed filed under such Acts.

The members of the Compensation Committee consist of Richard B. Lieb (Chair), Henry H. Porter, Jr. and Kathryn M. McCarthy, eachboth of whom is anare independent directordirectors as defined in the rules of The NASDAQ Stock Market, Inc. The Committee operates under a Charter approved by the Board of Directors which states that among the purposes of the Compensation Committee are to establish and periodically review the Company’s compensation philosophy and the adequacy of compensation plans and programs for executive officers and other Company employees; to establish compensation arrangements and incentive goals for executive officers and to administer compensation plans; to review the performance of the executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon performance; to review and monitor management development and succession plans and activities; and to prepare the report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with the Securities and Exchange Commission Rules and Regulations.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Richard B. Lieb (Chair)

Kathryn M. McCarthy

Henry H. Porter, Jr.

AUDIT COMMITTEE REPORTAudit Committee Report

Notwithstanding anything to the contrary, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act except to the extent that SEI specifically incorporates this information by reference, and this information shall not be deemed filed under such Acts.

The Audit Committee of SEI’s Board of Directors currently is composed of three independent directors and operates under a written charter adopted by SEI’s Board of Directors that complies with the rules adopted by The NASDAQ Stock Market, Inc.

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The Audit Committee reviews and reassesses the adequacy of its charter on an annual basis. The members of the Audit Committee are Mr. Romeo (Chair), Ms. McCarthy, and Mr. Porter.

Lieb. The role of the Audit Committee is to assist our Board of Directors in its oversight of the quality and integrity of SEI’s financial reporting process. The Audit Committee also has sole authority, among other things, to retain, set compensation and retention terms for, terminate, oversee, and evaluate the activities of SEI’s independent auditors. Management has the primary responsibility for the financial reporting process, including the system of internal controls, and for preparation of consolidated financial statements in accordance with generally accepted accounting principles. SEI’s independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

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The Committee met eightseven times in 20092012 and held discussions with management and the independent auditors. Management represented to the Audit Committee that SEI’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 auditors. The Audit Committee discussed with the independent auditors the matters that registered independent public accounting firms must communicate to audit committees under Public Company Accounting Oversight Board rules.

SEI’s independent auditors also provided to the Audit Committee the written disclosures required by the Public Company Accounting Oversight Board’s independence rules, and the Audit Committee discussed with the independent auditing firm that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that SEI’s Board of Directors include the audited consolidated financial statements in SEI’s Annual Report on Form 10-K for the year ended December 31, 20092012 filed with the Securities and Exchange Commission.

Audit Committee:

Carmen V. Romeo (Chair)

Kathryn M. McCarthy

Henry H. Porter, Jr.Richard B. Lieb

(Proposal No. 2) Advisory Vote on Executive Compensation

Our compensation philosophy is designed to align each executive’s compensation with the Company’s short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to the Company’s long-term success. Shareholders are encouraged to read the Compensation Discussion and Analysis (CD&A) and other sections of this proxy statement regarding the Company’s compensation practices for named executive officers, which include discussions of the following:

Members of the Compensation Committee are independent directors. The Compensation Committee has established a thorough process for the review and approval of compensation program designs, practices and amounts awarded to our executive officers.

The Compensation Committee engaged and received advice from a third-party compensation consultant concerning the compensation of the Company’s Chief Executive Officer. It selected a peer group of companies, taking into account the compensation consultant’s recommendations, to compare to our Chief Executive Officer’s compensation.

We have many compensation practices that ensure consistent leadership, decision-making and actions without taking inappropriate or unnecessary risks. The practices include:

We have a cash incentive compensation repayment (“clawback”) policy.

We employ our named executive officers “at will” without severance agreements or employment contracts.

We have a long-standing insider trading policy which, among other things, prevents executive officers from buying or selling put or call options or futures on Shares.

Our performance-based incentive programs include a balance of different measures for short-term and long-term programs.

Our executive officers’ compensation amounts are aligned with our financial performance and the overall implementation of the Company’s business strategies.

The Compensation Committee and the Board of Directors believe that these policies, procedures and amounts are effective in implementing our compensation philosophy and in achieving its goals. This advisory shareholder vote, commonly known as “Say-on-Pay,” gives you as a shareholder the opportunity to approve or not approve our executive compensation program and policies through the following resolution:

“Resolved, that the holders of Shares of the Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2012 Summary Compensation Table and the other related tables and disclosure.”

Required Vote and Board Recommendation

Because your vote is advisory, it will not be binding upon the Company, the Board of Directors or the Compensation Committee. Our Board of Directors and our Compensation Committee value the opinions of our stockholders. To the extent that there is any significant vote against the compensation of our executive officers, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The Board believes that the

 

 

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OTHER MATTERScompensation of our executive officers, as described in the CD&A and the tabular disclosures under the heading “Executive Compensation” is appropriate for the reasons stated above.Therefore, the Board unanimously recommends a vote FOR approval of the compensation for our named executive officers.

(Proposal No. 3) Ratification of Appointment of Independent Registered Public Accountants

Our Audit Committee will consider the selection of PricewaterhouseCoopers LLP (“PwC”) to serve as independent registered public accountants to examine SEI’s consolidated financial statements for 2013. In accordance with SEI’s past practices, this possible selection will be presented to the shareholders for ratification at our 2013 Annual Meeting of Shareholders; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, our Audit Committee has ultimate authority with respect to the selection of SEI’s independent registered public accountants. If the shareholders do not ratify the appointment of PwC, our Audit Committee will take that into account in considering whether to select PwC. Our Audit Committee may also consider other independent public accountants for this role. Representatives of PwC are expected to be available at our 2013 Annual Meeting of Shareholders to respond to appropriate questions and to make a statement if they so desire.

The following is a summary of the fees billed to SEI by PwC for professional services rendered for the fiscal years ended December 31, 2012 and December 31, 2011:

Fee Category		2012				2011
Audit Fees (1)		$	2,289,898			$	3,265,186
Audit-related Fees (2)			687,817				976,664
Tax Fees (3)			104,905				606,749
All Other Fees (4)			15,103				93,473
		$	3,097,723			$	4,942,072

(1)	Audit fees for the years ended December 31, 2012 and 2011, respectively, were for professional services rendered for the audits and interim quarterly reviews of SEI’s consolidated financial statements and other statutory and subsidiary audits.

(2)	Audit-related fees for the year ended December 31, 2012 and 2011, respectively, were for employee benefit plan audits, consultations concerning financial accounting and reporting standards, internal control reviews and other attestation services.

(3)	Tax fees for the years ended December 31, 2012 and 2011, respectively, were for tax compliance, including the review or preparation of tax returns, general tax planning and advice and expatriate tax services.

(4)	All other fees for the years ended December 31, 2012 and 2011, respectively, were for conferences and seminars, miscellaneous foreign consulting, and various other services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountants

The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding pre-approval of the retention of the independent auditors for the performance of all audits and lawfully permitted non-audit services and regarding pre-approval of the fees for such services. On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors to provide these services, as well as certain fee levels for these services. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the pre-approved fee levels.

Required Vote and Board Recommendation

The affirmative vote of a majority of the votes cast at our 2013 Annual Meeting of Shareholders by the holders of the outstanding Shares is required for the ratification of this appointment. Our Board of Directors unanimously recommends that the shareholders vote FOR approval of this proposal.

Other Matters

As of the date of this Proxy Statement, management knows of no other matters to be presented for action at our 20102013 Annual Meeting of Shareholders. However, if any further business should properly come before our 20102013 Annual Meeting of Shareholders, the persons named as proxies in the accompanying proxy card will vote on such business in accordance with their best judgment.

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COST SAVINGS INITIATIVESCost Savings Initiatives

Electronic Access to Proxy Materials and Annual Reports. Holders of shares registered in their name on the records of Broadridge may sign up to receive electronic access to the proxy materials and annual reports rather than receiving mailed copies. This option will be presented to shareholders via the Internet immediately following voting. These shareholders will receive e-mail notification when the Annual Report and Proxy Statement are available, with electronic links to access the documents (in PDF and HTML formats) on an SEI website. Enrollment for electronic access will be effective for a future annual meeting if received two weeks prior to the record date for that meeting, and remains in effect for subsequent years, unless cancelled two weeks prior to the record date for any subsequent annual meeting. Beneficial shareholders also may be able to request electronic access to proxy materials by contacting the broker, bank or nominee.

Reduce Duplicate Mailings. Eligible beneficial shareholders of record who share a single address may have received a notification that only one copy of the Annual Report and Proxy Statement will be sent to that address unless the broker, bank or nominee that provided the notification received contrary instructions from any beneficial shareholder at that address. This practice, known as “householding,” is designed to reduce printing and mailing costs. If a beneficial shareholder at such an address wishes to receive a separate Annual Report or Proxy Statement this year or in the future, the shareholder may contact their respective bank, broker or nominee to request that the householding service not be applied to their shares.

Registered shareholders and shareholders of record through the Company’s 401(K) Plan will have the opportunity this year to also receive householding services. You can confirm your consent to receiving this cost-saving service by checking the box in the enclosed proxy card. If no response is received, an implied consent to receive householding automatically goes into effect

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60 days after the date of the Annual Meeting. Once the consent is granted, should you choose to discontinue receiving householding services, you may contactBroadridge Investor Communication Services by telephone at: 1-(800)-542-10611-800-542-1061 or by written letter at the following address:Householding Department, 51 Mercedes Way, Edgewood, NY 11717.11717.

Electronic Access to Information about the Company. SEI publishes its earnings releases on its website and makes available to its shareholders the opportunity to listen to the Company’s quarterly earnings calls. Shareholders are able to review these earnings releases and to participate in the calls by visiting the Company’s website atwww.seic.com. Our website is not part of this Proxy Statement or any of our other filings made with the Securities and Exchange Commission; references to our website address in this Proxy Statement are intended to be inactive textual references only.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10 percent of our Common Stock to file reports of ownership and changes in ownership of our Common Stock and any other equity securities with the Securities and Exchange Commission and the NASD. Executive officers, directors and persons who own more than 10 percent of our Common Stock are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of Forms 3, 4 and 5 furnished to us, or written representations from certain reporting persons that no such Forms were required to be filed by such persons, we believe that all of our executive officers, directors and persons who own more than 10 percent of our Common Stock complied with all Section 16(a) filing requirements applicable to them during 2009, except that Mr. West filed one Form 5 late to report stock gifts.2012.

SOLICITATION OF PROXIESSolicitation of Proxies

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

PROPOSALS OF SHAREHOLDERSProposals of Shareholders

Proposals that shareholders wish to have considered for possible inclusion in the Company’s Proxy Statement for the 20112013 Annual Meeting must be received by our Secretary at our principal offices (1 Freedom Valley Drive, Oaks, PA 19456-1100) no later than January 25, 2011.December 13, 2013. If you wish to submit a proposal at the 2011 annual meeting2014 Annual Meeting (but not seek inclusion of the proposal in our

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Company’s Proxy Statement), we must receive your notice, in accordance with the Company’s by-laws, on or before February 24, 2011.21, 2014, but not before January 22, 2014.

ADDITIONAL INFORMATIONAdditional Information

We will provide without charge to any person from whom a proxy is solicited by our Board of Directors, upon the written request of such person, a copy of our 20092011 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. Any such requests should be directed toMurray A. Louis, Vice President, at the Company’s principal offices at1 Freedom Valley Drive, Oaks, PA 19456-1100, telephone number(610) 676-100676-1000.

 

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		New ways. New answers.®

1 Freedom Valley Drive

Oaks, PA 19456-1100

610 676 1000

seic.com

©2013 SEI		130455 (04-13)

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1 FREEDOM VALLEY DRIVE

OAKS, PA 19456-1100

610 676 1000

WWW.SEIC.COM

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SEI INVESTMENTS COMPANY

1 FREEDOM VALLEY DRIVE

P.O. BOX 1099

OAKS, PA 19456-1100

VOTE BY INTERNET-www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by SEI Investments Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to SEI Investments Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M23715-P95594

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

SEI INVESTMENTS COMPANY

Vote on Directors

1. Election of Directors

Nominees: (class with term expiring 2013): 01) Alfred P. West 02) William M. Doran

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

Vote on Proposal

2. Ratification of the appointment of PricewaterhouseCoopers LLP as SEI Investments Company’s independent registered public accountants for 2010.

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

For

Against

Abstain

For address changes and/or comments, please check this box and write them on the back where indicated.

Please indicate if you plan to attend this meeting.

Yes

No

This proxy is being solicited on behalf of the Board of Directors of SEI Investments Company. This proxy, when properly executed, will be voted in the manner directed herein. The Board recommends a vote FOR both proposals. If no direction is made, this proxy will be voted FOR Proposals 1 and 2.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date

Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

M23716-P95594

PROXY

SEI INVESTMENTS COMPANY

PROXY

This proxy is solicited on behalf of our Board of Directors.

The undersigned shareholder of SEI Investments Company (the “Company”) hereby appoints N. Jeffrey Klauder and Ruth A. Montgomery, the proxy or proxies of the undersigned, and hereby authorizes him or her 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 March 24, 2010, at the Annual Meeting of Shareholders to be held on May 25, 2010, and at any adjournments thereof.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side