FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: SEI Federal Trust Company, FSB (In Organization)
Oaks, Pennsylvania
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all relevant facts and information relating to the factors of Section 6 of the Federal Deposit Insurance Act regarding the application for Federal deposit insurance for SEI Federal Trust Company, FSB, a proposed new Federal savings bank to be located at One Freedom Valley Drive, Oaks, Montgomery County, Pennsylvania, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by SEI Federal Trust Company, FSB, for Federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in-capital funds of not less than $5,000,000 be provided and that the Tier 1 capital to assets ratio as defined in Part 325 of the FDIC's Rules and Regulations at the time of application, be maintained at not less than eight percent during the first three years of operation;

2. That any changes in proposed management or proposed ownership (10 percent or more of stock including new acquisitions of or subscriptions to 10 percent or more of the stock), will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's New York Regional Office ("Regional Director") prior to the opening of the institution;

3. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a Federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the Office of Thrift Supervision;

4. That SEI Investment Company obtain approval from the Office of Thrift Supervision to acquire voting stock control of the institution prior to its opening;

5. That the insured institution shall be engaged in the business of receiving deposits other than trust funds;

6. That if Federal deposit insurance has not become effective within twelve months from the date of the ORDER, or unless, in the meantime, the FDIC approves a request for an extension of time, the consent granted shall expire at the end of the said twelve-month period; and

7. That until the conditional commitment herein granted for deposit insurance becomes effective, the FDIC shall have the right to alter, suspend, or withdraw said commitment should any interim development be deemed by the FDIC to warrant such action.

Dated at Washington, D.C., this day of September, 2000.

By: John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: SEI Federal Trust Company, FSB (In Organization)
Oaks, Pennsylvania
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

Pursuant to the provision of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. § 1815), an application for Federal deposit insurance with membership in the Savings Association Insurance Fund has been filed on behalf of SEI Federal Trust Company, FSB, a proposed new Federal savings bank to be located at One Freedom Valley Drive, Oaks, Montgomery County, Pennsylvania.

SEI Federal Trust Company, FSB will be a wholly-owned subsidiary of SEI Investments Company, a global asset management company and one of the leading providers of trust technology, processing services and back-office functions to bank trust departments. Upon receipt of the necessary approvals, SEI Investments Company proposes to transfer substantially all of the ongoing custody and trust operations from its existing subsidiary, SEI Trust Company, to SEI Federal Trust Company, FSB. SEI Trust Company is a non-insured trust company chartered by the Commonwealth of Pennsylvania that provides custodial services and back-office accounting to trust companies and bank trust departments. It also serves as independent trustee and custodian to employee benefit plans and provides custody and administrative services to registered investment advisors and their clients, typically high net worth individuals

Going forward, SEI Federal Trust Company, FSB will continue substantially all of the operations currently engaged in by SEI Trust Company, providing trust and trust-related services primarily to middle and high-income individuals, and to a lesser extent, high and ultra-high net worth individuals and institutions. SEI Trust Company will then operate in a limited capacity, primarily acting as trustee for four collective investment funds holding guaranteed investment contracts.

SEI Federal Trust Company, FSB proposes to operate from SEI Investments Company's main office in Oaks, Pennsylvania and from a trust office in Wilmington, Delaware. Nonetheless, it does not intend to serve a particular region or geographic area. It will serve a nationwide customer base, including existing clients of SEI Investments Company.

For the purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted, subject to the conditions enumerated in the ORDER.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION