June 15, 2005

Exhibit 10.22.1

June 15, 2005

SEI Investments Canada Company

▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇

Toronto, Ontario

M5J 1S9

 

Attention:		▇▇. ▇▇▇▇ ▇▇▇▇
		Business Manager

Dear Bahn;

We refer to the letter agreement dated January 14, 2003 between SEI Investments Canada Company and Royal Bank of Canada (“Credit Agreement”). All capitalized terms used in this letter, if not otherwise defined herein, shall have the meanings set out in the Credit Agreement.

The following amendments are hereby made to the Credit Agreement:

Section 14(b)

 

(i)

Annual audited financial statements of the Borrower within 120 days of the Borrower’s fiscal year-end;

Section 17(c) Notices

 

As to the Bank:		Royal Bank of Canada
		Global Credit
		Credit Transaction Management
		12th Floor, South Tower
		Royal Bank Plaza
		▇▇▇ ▇▇▇ ▇▇.
		Toronto, Ontario M5J 2J5
		Attention Manager, Credit
		Telecopier: ▇▇▇-▇▇▇-▇▇▇▇

Except as indicated herein, all terms and conditions of the Credit Agreement shall remain in full force and effect and are hereby ratified and confirmed in every respect.

Please acknowledge your agreement with the foregoing by executing the enclosed two (2) copies of this letter and returning one (1) fully executed copy to the Bank.

 

Yours truly,
ROYAL BANK OF CANADA
By:		/s/ ▇▇▇▇▇ ▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇
Title:		Authorized Signatory
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Manager, Credit

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We acknowledge and accept the terms and conditions of this Agreement on the 20 day of June, 2005 which acceptance is effective as of the date first above written.

 

SEI Investments Canada Company
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name/Title:		▇▇▇▇▇▇▇ ▇▇▇▇▇ / President
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name/Title:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇ / SVP Finance & Administration