Exhibit 99.2(k)(iv)


                           EXPENSE DEFERRAL AGREEMENT

      This Agreement between SEI Opportunity Fund, L.P., a Delaware limited
partnership (the "Fund"), and SEI Investments Management Corporation, a Delaware
corporation (the "Adviser"), takes effect on _________ __, ____.

                                    RECITALS

      The Adviser serves as the investment adviser of the Fund under an
investment advisory agreement dated as of __________ __, _______ between the
Fund and the Adviser. The Adviser has paid some of the Fund's organizational and
initial offering expenses, and the Adviser and the Fund wish to define the
Fund's repayment obligations.

                                    AGREEMENT

      The Fund and the Adviser therefore agree as follows:

1.    Expenses. "Expenses" means the $______ that the Adviser has spent,
      voluntarily on behalf of the Fund, on the Fund's organizational and
      initial offering expenses.

2.    Repayment. The Fund agrees to repay the Adviser the Expenses as follows:

      2.1.  Obligation. The Adviser may send an invoice to the Fund for all or
            any portion of the Expenses at any time. The Fund must pay all
            invoices within 30 days of the invoice date.

      2.2.  Exception to Obligation. The Fund is not, however, responsible for
            paying any portion of an invoice to the extent that the expenses of
            the Fund (but not including taxes and extraordinary, non-recurring
            and other unusual expenses), including payment of the portion of the
            invoice, are at an annual rate (as a percentage of the average net
            assets of the Fund) of more than 2.00%.

3.    Termination. This Agreement terminates on the last day of the Fund's
      fiscal year during which the third anniversary of the Fund's commencement
      of operations falls. After this Agreement has terminated the Fund has no
      obligation to make any additional repayments of Expenses.

4.    Miscellaneous.

      4.1.  Headings. The headings in this Agreement are for convenience only
            and do not affect the meaning or interpretation of this Agreement.

      4.2.  Counterparts. This Agreement may be signed in any number of
            counterparts, each of which is deemed to be an original, but all of
            which together constitute one instrument.


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      4.3.  Governing Law. This Agreement will be governed by the domestic
            substantive laws of the State of Delaware, without giving effect to
            any choice or conflict of law provision that would cause the
            application of the laws of any other jurisdiction.

      Signed:  ________ __, ____.

SEI OPPORTUNITY FUND, L.P.                  SEI INVESTMENTS MANAGEMENT
                                            CORPORATION
____________________________________
By:                                         ____________________________________
Title:                                      By:
                                            Title:



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