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I. Purpose

The Legal and Regulatory Oversight Committee (the “Committee”) of the Board of Directors (“Board”) of SEI Investments Company (the
“Company”) is appointed by, and generally acts on behalf of, the Board. The Committee’s purposes shall be:

A. To oversee the legal and regulatory compliance posture of the Company and its subsidiaries and the relationship of the Company and its subsidiaries with regulatory authorities having jurisdiction over the Company and its subsidiaries;

B. To review key trends in legislation and regulation affecting the Company and its subsidiaries and their respective businesses and governance;

C. To oversee the conduct and disposition of all material litigation and regulatory inquiries or proceedings involving the Company and its subsidiaries;

D. To assist the Board in evaluating issues referred to the Board under the Company’s Code of Conduct and related complaint procedures;

E. To review the Company's actions in furtherance of its corporate social responsibility.

II. Membership

A. The Committee shall be composed of at least three directors, including at least one member of the Audit Committee.

B. The members of the Committee shall be nominated and appointed by the full Board for one-year terms or until their successors are duly appointed, subject to their earlier resignation, retirement, or removal. No member of the Committee shall be removed except by majority vote of the full Board. The full Board shall recommend, and the Board shall designate, one member of the Committee to serve as Chairperson.

III. Meetings, Procedures and Funding

A. The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event less than two times per year. A majority of the members of the Committee shall constitute a quorum.

B. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

C. The Committee may delegate authority to one or more members of the Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.

D. The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.

E. The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and the Charter.

F. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

G. The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.

H. The Committee shall have sole authority, and necessary funding, to retain, set compensation and retention terms for, and terminate any compensation and other consultants, legal counsel or other advisors that the Committee determines to employ to assist it in the performance of its duties.

I. The Committee shall have access to internal advisors and all other resources within the Company to assist it in carrying out its duties and responsibilities.

Rev. Date: 7/7/04

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