EXHIBIT 3.1.5
AMENDMENT TO ARTICLES OF INCORPORATION
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Microfilm Number Filed with the Department of State on
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___________________
Entity Number
________________________________________
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: SEI Investments Company
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) One Freedom Valley Road, Oaks, PA 19456 Montgomery County
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Number and Street City State Zip County
(b) Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3. The statute by or under which it was incorporated is: PA Business
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Corporation Law of May 5, 1933, P.L. 364, as amended
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4. The date of its incorporation is: November 18, 1968
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5. (Check, and if appropriate complete, one of the following):
_____ The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.
X The amendment shall be effective on: February 14, 2001 at 4:00pm
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Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant
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to 15 Pa.C.S. (S) 1914(a) and (b).
_____ The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. (S) 1914(c).
7. (Check, and if appropriate complete, one of the following):
X The amendment adopted by the corporation, set forth in full, is as
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follows:
Article V is hereby amended to read in its entirety as follows:
"The aggregate number of shares which the corporation shall have the
authority to issue is 750,060,000, consisting of 60,000 shares of Series
Preferred Stock of the par value of $.05 per share and 750,000,000 shares of
Common Stock of the par value $.01 per share. The Board of Directors of the
corporation shall have the full authority permitted by law to fix by resolution
full, limited, multiple or fractional, or no voting privileges, limitations,
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options, conversion rights and other special or relative rights of any class or
any series of any class that may be desired. The shareholders of the corporation
shall not have the right to accumulate their votes for the election of
directors."
_____ The amendment adopted by the corporation as set forth in full in
Exhibit A attached hereto and made a part hereof.
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8. (Check if the amendment restates the Articles):
_____ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 14th day of
February, 2001.
SEI Investments Company
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(Name of Corporation)
BY: /s/ Todd Cipperman
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Name: Todd Cipperman
Title:General Counsel
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(CHANGES) BUREAU USE ONLY:
DOCKETING STATEMENT DSCB:15-134B (Rev 91) ____REVENUE
____LABOR & INDUSTRY
____ OTHER_________________________________
FILING FEE: NONE FILE CODE
FILED DATE
MICROFILM NUMBER
This form (file in triplicate) and all accompanying documents shall be mailed
to:
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
308 NORTH OFFICE BUILDING
HARRISBURG, PA 17120-0029
Part I. COMPLETE FOR EACH FILING:
Current name of entity or registrant affected by the submittal to which this
statement relates: (survivor or new corporation if merger or consolidation)
SEI Investments Company
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Entity number, if known: 313011 NOTE: ENTITY NUMBER is the computer index
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number assigned to an entity upon initial filing in the Department of State.
Incorporation/qualification date in Pa.: November 18, 1968 State of
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Incorporation: Pennsylvania
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Federal Identification Number: 23-1707341
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Specified effective date, if any: February 14, 2001
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Part II. COMPLETE FOR EACH FILING This statement is being submitted with (check
proper box):
X Articles of Amendment: complete Section A only
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_____Amended Certificate of Authority: complete Section A only
_____Articles of Merger: complete Section B
_____Articles of Consolidation: complete Section C
_____Articles of Division: complete Section D
_____Articles of Conversion: complete Section A and E only
_____Statement of Merger, Consolidation or Division: complete Section
B, C or D
_____Statement of Correction: complete Section A only
_____Statement of Termination: complete Section H
_____Statement of Revival: complete Section G
_____Dissolution by Shareholders or Incorporators before Commencement
of Business: complete Section F only
_____Amendment of Certificate of Limited Partnership: complete Section
A only
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Part III. COMPLETE IF APPROPRIATE: The delayed effective date of the
accompanying submittal is:
February 14 2001 4:00pm
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month day year hour, if any
X Section A. CHANGES TO BE MADE TO THE ENTITY NAMED IN Part I: (Check
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box/boxes which pertain
____ Name:
____ Registered Office:
Number & street/RD number & box number
City State Zip County
____ Purpose:
X Stock: aggregate number of shares authorized 750,060,000 *
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(attach additional provisions, if any)
____ Term of Existence:
____ Other:
*consisting of 60,000 shares of Series Preferred Stock of the par
value of $.05 per share and 750,000,000 shares of Common Stock of the par value
$.01 per share.
____ Section B. MERGER (Complete Section A if any changes to survivor
corporation):
MERGING CORPORATIONS ARE: (List only the merging corporations-
SURVIVOR IS LISTED IN PART I)
1. Name:
Entity Number, if known:___________________ Inc./quali. date in
Pa.:_________________ State of Incorporation:
2. Name:__________________________________________________________
Entity Number, if known:_______________ Inc./quali. date in Pa.
___________________ State of Incorporation:
Attach sheet containing above corporate information if there are
additional merging corporations.
____ Section C. CONSOLIDATION (NEW corporation information should be
completed in Part I. Also, complete and attach DOCKETING STATEMENT
DSCB:15-134A for the NEW corporation formed.)
CONSOLIDATING CORPORATIONS ARE:
1. Name:
Entity Number, if known:_________________ Inc./quali. date in
Pa.:_________________ State of Incorporation:
2. Name:___________________________________________________________
Entity Number, if known:_________________ Inc./quali. date
in Pa.:______________ State of Incorporation:
Attach sheet containing above corporate information if there are
additional consolidating corporations.
____ Section D. DIVISION (Forming NEW corporation(s) named below. Also,
complete and attach DOCKETING STATEMENT DSCB:15-134A for EACH new
corporation formed by division.)
_____________ 1. Name:_______________________________________
Entity Number
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_____________ 2. Name:_______________________________________
Entity Number Attach sheet if there are additional
corporations to be named.
CHECK ONE:
__ Corporation named in Part I survives. (Any changes, complete
Section A)
___ Corporation named in Part I does not survive.
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___ Section E. CONVERSION (Complete Section A)
CHECK ONE:
___ Converted from nonprofit to profit
___ Converted from profit to nonprofit
___ Section F. DISSOLVED BY SHAREHOLDERS OR INCORPORATORS BEFORE
COMMENCEMENT OF BUSINESS
___ Section G STATEMENT OF REVIVAL Corporation named in Part I hereby
revives its charter or articles which were forfeited by Proclamation
or expired. (Complete Section A if any changes have been made to the
revived corporation.)
___ Section H STATEMENT OF TERMINATION
_________________________________ filed in the Department of State on
(type of filing made)
___________________ is/are hereby terminated
month day year hour, if any
If merger, consolidation or division, list all corporations involved,
other than that listed in Part I:
_________________ 1. Name: ______________________________________
Entity Number
_________________ 2. Name: ______________________________________
Entity Number
Attach sheet containing above information if there are additional
corporations involved.
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