-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TF9eht/DAfYq69fFX7wVqWiD7Xwf5Ck/Pw4AgofyfVJRLNC2qvHgUebtxANBc80/ VVRC7+Q7UwWLwcBY5NMmBg== 0001047469-04-027985.txt : 20040903 0001047469-04-027985.hdr.sgml : 20040903 20040903140957 ACCESSION NUMBER: 0001047469-04-027985 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041027 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 EFFECTIVENESS DATE: 20040903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI DAILY INCOME TRUST /MA/ CENTRAL INDEX KEY: 0000701939 IRS NUMBER: 236756825 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03451 FILM NUMBER: 041016372 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI CASH & PLUS TRUST STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI CASH & PLUS TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS CASH & PLUS TRUST DATE OF NAME CHANGE: 19890123 FORMER COMPANY: FORMER CONFORMED NAME: CASH PLUS TRUST DATE OF NAME CHANGE: 19860827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INDEX FUNDS CENTRAL INDEX KEY: 0000766589 IRS NUMBER: 046565158 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04283 FILM NUMBER: 041016377 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INDEX FUNDS STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS INDEX FUNDS DATE OF NAME CHANGE: 19890518 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS EQUITY INDEX FUNDS DATE OF NAME CHANGE: 19860310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI LIQUID ASSET TRUST CENTRAL INDEX KEY: 0000354603 IRS NUMBER: 232184253 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03231 FILM NUMBER: 041016378 BUSINESS ADDRESS: STREET 1: P O BOX 1100 CITY: OAK STATE: PA ZIP: 19456-1100 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: P O BOX 1100 CITY: OAKS STATE: PA ZIP: 19456-1100 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS LIQUID ASSET TRUST DATE OF NAME CHANGE: 19890123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 041016375 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI TAX EXEMPT TRUST CENTRAL INDEX KEY: 0000701817 IRS NUMBER: 236741646 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03447 FILM NUMBER: 041016373 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS TAX EXEMPT TRUST DATE OF NAME CHANGE: 19890123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL MANAGED TRUST CENTRAL INDEX KEY: 0000804239 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04878 FILM NUMBER: 041016376 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003455734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: 1 FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 FORMER COMPANY: FORMER CONFORMED NAME: TRUSTFUNDS INSTITUTIONAL MANAGED TRUST DATE OF NAME CHANGE: 19890509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI ASSET ALLOCATION TRUST CENTRAL INDEX KEY: 0001003632 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07445 FILM NUMBER: 041016374 BUSINESS ADDRESS: STREET 1: 2 OLIVER STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6102541000 MAIL ADDRESS: STREET 1: 530 E SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087-1693 DEF 14A 1 a2142416zdef14a.txt DEF-14A SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST IMPORTANT SHAREHOLDER INFORMATION This document contains your Proxy Statement and proxy card(s). A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on important issues relating to your Fund(s). The proxy card(s) may be completed by checking the appropriate box and voting for or against the specific proposals relating to your Fund(s). IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF TRUSTEES. Please spend a few minutes with the Proxy Statement, fill out your proxy card, and return it to us. Voting your proxy, and doing so promptly, ensures that the Funds will not need to conduct additional mailings. Please take a few moments to exercise your right to vote. Thank you. SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST Dear Shareholder, A shareholder meeting of the SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Institutional International Trust and SEI Asset Allocation Trust (collectively, the "Trusts") and each of their portfolios (the "Funds") has been scheduled for October 27, 2004, at 3:00 p.m. (Eastern time) (the "Meeting"). The Meeting will be held at the offices of SEI Investments Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania 19456. If you were a shareholder of record as of the close of business on August 17, 2004, you are entitled to vote at the Meeting and any adjournment(s) of the Meeting. While you are, of course, welcome to join us at the Meeting, most shareholders cast their votes by filling out and signing the enclosed proxy card(s). WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE NEED YOUR VOTE. YOUR BALLOT SHOWS WHICH PROPOSALS YOU ARE BEING ASKED TO VOTE ON. PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT THE MAXIMUM NUMBER OF SHARES MAY BE VOTED. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH THE INTERNET. The attached Proxy Statement is designed to give you detailed information relating to each of the proposals on which you are asked to vote. We encourage you to support the Trustees' recommendations. The purpose of the Meeting is to consider the proposals set forth below and to transact such business as may be properly brought before the Meeting or any adjournment(s) thereof. The proposals described in the Proxy Statement relate to the following matters: 1. TO ELECT TRUSTEES FOR ALL TRUSTS. 2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX FUND OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST. 3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST; AND TO APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS. 4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL POLICIES AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY SECURITIES FUND OF SEI LIQUID ASSET TRUST AND THE MONEY MARKET, PRIME OBLIGATION, GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SEI DAILY INCOME TRUST. Shareholders also will be asked to vote on such other business as may properly come before the Meeting. To implement the "manager of managers" structure described under Proposal 2, with SIMC serving as each applicable Fund's "manager of managers," shareholders must approve Proposals 2 and 3. If shareholders do not approve both Proposals, Proposals 2 and 3 will not be implemented and the Trustees will consider an alternative course of action. Your vote is important. Please do not hesitate to call 1-800-DIAL-SEI if you have any questions about the proposals under consideration. Thank you for taking the time to consider these important proposals and for your investment in the SEI Funds. Sincerely, /s/ Edward D. Loughlin Edward D. Loughlin President and Chief Executive Officer IMPORTANT NOTICE Although we recommend that you read the complete Proxy Statement, for your convenience we have provided a brief overview of the proposals. The information provided under the "Questions and Answers" section below is qualified in its entirety by reference to the Proxy Statement. QUESTIONS AND ANSWERS WHY AM I RECEIVING THIS PROXY STATEMENT? The Board of Trustees is asking you to vote on the following proposals: 1. To elect Trustees for all Trusts. 2. To approve a "manager of managers" structure for: the Bond Index Fund of SEI Index Funds; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SEI Daily Income Trust; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of SEI Tax Exempt Trust. 3. To approve SEI Investments Management Corporation ("SIMC") as investment adviser for: the Bond Index Fund of SEI Index Funds; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SEI Daily Income Trust; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of SEI Tax Exempt Trust; and to approve an investment advisory agreement with SIMC and these Funds. 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SEI Liquid Asset Trust and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SEI Daily Income Trust. WHY AM I BEING ASKED TO ELECT TRUSTEES? The Board currently consists of seven Trustees, five of whom are not "interested persons," as such term is defined under the Investment Company Act of 1940, as amended (the "1940 Act") (an "Independent Trustee"). The Board of Trustees has determined to increase the size of the Board by adding an additional Independent Trustee. Pursuant to requirements under the 1940 Act, more than two-thirds of the Trustees must have been elected by shareholders immediately upon the addition of a new Trustee. Five of the seven current Trustees of the Funds have been elected by shareholders and the remaining two were appointed by the Board. Immediately upon the addition of a new Trustee, less than two-thirds of the Trustees would have been elected by shareholders. Therefore, shareholder approval is required to add a new Trustee. WHAT IS A "MANAGER OF MANAGERS" STRUCTURE? The Board of Trustees is proposing the implementation of a "manager of managers" structure for certain Funds, as indicated above. Under this structure, each Fund will have SIMC as an investment adviser and SIMC, subject to supervision of the Board of Trustees, will supervise one or more sub-advisers. This structure will allow the Board of Trustees, at the recommendation of SIMC, to appoint additional or replacement sub-advisers to the Funds without shareholder approval. The 1940 Act requires shareholder approval of new investment advisory agreements (including sub-advisory agreements). The U.S. Securities and Exchange Commission, however, has granted the Trusts a partial exemption from this requirement to allow the appointment of investment sub-advisers in connection with the proposed "manager of managers" structure, WITHOUT shareholder approval. Before a Fund can rely on this exemption and implement the "manager of managers" structure, the Fund's shareholders must approve the "manager of managers" structure and approve SIMC as the Fund's investment adviser. All of the other Funds in the SEI Funds family have implemented the "manager of managers" structure and the Board of Trustees has found that structure to be efficient and effective in managing those Funds. Using a "manager of managers" structure will enable the Funds to avoid the considerable expense of holding shareholder meetings to approve new or additional sub-advisers. WHY AM I BEING ASKED TO VOTE ON SIMC AS THE FUNDS' INVESTMENT ADVISER AND A NEW INVESTMENT ADVISORY AGREEMENT WITH SIMC? In connection with the implementation of the "manager of managers" structure, the Board of Trustees is also seeking shareholder approval of SIMC as each Fund's investment adviser, as indicated above, and the new investment advisory agreement with SIMC. As mentioned above, the 1940 Act requires shareholder approval of new investment advisory agreements. At a meeting held in June 2004, the Board approved the operation of the Funds under a manager of managers structure with SIMC as the Funds' investment adviser. In addition, the Board approved each Fund's current adviser as investment sub-adviser. Accordingly, if Proposals 2 and 3 are approved, each of the current advisers will serve as sub-adviser to its respective Funds in the "manager of managers" structure under new sub-advisory agreements with SIMC. The appointment of these advisers as sub-advisers does not require shareholder approval. In addition, SIMC will be able to recommend that the Board hire additional sub-advisers or replace these sub-advisers, and the Board may approve such changes without shareholder approval. HOW WILL THE IMPLEMENTATION OF THE "MANAGER OF MANAGERS" STRUCTURE AFFECT MY ACCOUNT? The implementation of the "manager of managers" structure will not directly change your account. You will remain a shareholder of your Fund just as before and each Fund will contract for advisory services as before. However, with the proposed "manager of managers" structure, the Funds will receive the benefit of SIMC's investment adviser selection, monitoring and allocation services and the Board's flexibility in approving additional or replacement sub-advisers without shareholder approval. The proposed investment advisory agreements between the Trusts, on the Funds' behalf, and SIMC are substantially similar to the Trusts' previous investment advisory agreements except to the extent they contemplate sub-advisory agreements. WILL THE IMPLEMENTATION OF A "MANAGER OF MANAGERS" STRUCTURE AFFECT THE FUNDS' EXPENSES? For each Fund, SIMC is entitled to the same contractual investment advisory fee as the investment advisory fee for the previous adviser. SIMC will be responsible for paying any advisory fees to the sub-advisers. As a result, the proposed changes will not result in increased investment advisory fees. SIMC and the other service providers currently expect to waive fees to keep the Funds' total expense ratios at current levels. While SIMC's and the Fund service providers' voluntary fee waivers may be discontinued at any time, SIMC and the Fund service providers have no current intention of discontinuing these voluntary fee waivers. Accordingly, implementation of a "manager of managers" structure will not result in increased Fund fees and expenses to shareholders. 2 WHY AM I BEING ASKED TO VOTE FOR CHANGES TO MY FUND'S INVESTMENT POLICIES AND RESTRICTIONS? The Board of Trustees believes that it would benefit shareholders of the Funds to update the Funds' fundamental investment policies. Some of the Funds' policies reflect government regulations that no longer exist. In other cases, policies are more restrictive than current government regulations require. The proposed changes in investment policies will benefit shareholders by allowing the Funds to adapt more quickly to future changes in investment opportunities. It is currently expected that the proposed changes to the investment policies will not have a material impact on the manner in which the Funds are managed. WILL MY VOTE MAKE A DIFFERENCE? Yes. Your vote is needed to ensure that the proposals can be acted upon. Additionally, your immediate response on the enclosed proxy card(s) will help save the costs of any further solicitations for shareholder votes. We encourage all shareholders to participate in the governance of their Fund. HOW DO THE TRUSTEES SUGGEST THAT I VOTE? After careful consideration, the Trustees of your Fund, including the Independent Trustees who comprise a majority of each Fund's Board of Trustees, unanimously recommend that you vote "FOR" the proposals. WHOM DO I CALL IF I HAVE QUESTIONS? We will be happy to answer your questions about this proxy solicitation. Please call us at 1-800-DIAL-SEI between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday. HOW CAN I VOTE MY SHARES? Please refer to your proxy card(s) for instructions on how to vote. 3 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST 101 FEDERAL STREET BOSTON, MA 02110 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2004 Notice is hereby given that a special meeting of shareholders (the "Meeting") of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Institutional International Trust and SEI Asset Allocation Trust (collectively, the "Trusts") and each of their portfolios (the "Funds") will be held at the offices of SEI Investments Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania 19456, on October 27, 2004, at 3:00 p.m. (Eastern time). The purpose of the Meeting is to consider the Proposals set forth below and to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof. The specifics of these Proposals, which are more fully described in the attached Proxy Statement, are as follows: 1. TO ELECT TRUSTEES FOR ALL TRUSTS. 2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX FUND OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST. 3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST; AND TO APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS. 4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL POLICIES AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY SECURITIES FUND OF SEI LIQUID ASSET TRUST AND THE MONEY MARKET, PRIME OBLIGATION, GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SEI DAILY INCOME TRUST. Shareholders also will be asked to vote on such other business as may properly come before the Meeting. Proposal 1 asks for shareholder approval of Trustees. Proposal 2 asks for shareholder approval of a "manager of managers" structure for the Bond Index Fund of SEI Index Funds, the Short-Duration Government, Intermediate-Duration Government, GNMA and Corporate Daily Income Funds of SEI Daily Income Trust, and the California Tax Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds of SEI Tax Exempt Trust. Under this structure, each Fund will have an investment adviser and one or more sub-advisers. This structure would allow the Trustees to appoint additional and replacement investment sub-advisers for the Funds WITHOUT obtaining shareholder approval of the sub-advisers. Proposal 3 asks for shareholder approval of SIMC as investment adviser and "manager of managers" to each Fund and the approval of an investment advisory agreement between SIMC and each Trust, on behalf of the Funds. To implement the "manager of managers" structure described under Proposal 2, with SIMC serving as each Fund's "manager of managers," shareholders must approve Proposals 2 and 3. If shareholders do not approve both Proposals, neither Proposal will be implemented and the Trustees will consider an alternative course of action. Proposal 4 asks for shareholder approval of changes to certain investment policies and restrictions of the Funds. All shareholders are invited to attend the Meeting. However, if you are unable to be present at the Meeting, you are requested to mark, sign, and date the enclosed proxy card(s) and return it promptly in the enclosed envelope so that the Meeting may be held and a maximum number of shares may be voted. You may also vote by telephone or through the Internet. Shares represented by duly executed proxies will be voted in accordance with the instructions given. Proxies may be revoked at any time before they are exercised by a written revocation received by the Trusts' President at One Freedom Valley Drive, Oaks, Pennsylvania 19456, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. In accordance with their own discretion, the proxies are authorized to vote on such other business as may properly come before the Meeting or any adjourned session(s) thereof. Shareholders of record at the close of business on August 17, 2004 are entitled to notice of and to vote at the Meeting or any adjournment(s) thereof. BY ORDER OF THE BOARD OF TRUSTEES TIMOTHY D. BARTO, SECRETARY September 9, 2004 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST 101 FEDERAL STREET BOSTON, MA 02110 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of SEI Liquid Asset Trust ("SLAT"), SEI Tax Exempt Trust ("STET"), SEI Daily Income Trust ("SDIT"), SEI Index Funds ("INDEX"), SEI Institutional Managed Trust ("SIMT"), SEI Institutional International Trust ("SIT") and SEI Asset Allocation Trust ("SAAT") (collectively, the "Trusts") and each of their portfolios (collectively, the "Funds") for use at the special meeting of shareholders to be held on October 27, 2004, at 3:00 p.m. (Eastern time) at the offices of SEI Investments Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania 19456, and at any adjourned session(s) thereof (such meeting and any adjournments thereof are hereinafter referred to as the "Meeting"). Shareholders of record of the Funds at the close of business on August 17, 2004 are entitled to vote at the Meeting ("Shareholders"). The proxy card(s) and this Proxy Statement are being mailed to Shareholders on or about September 9, 2004. As of August 17, 2004, the net assets and the approximate number of units of beneficial interest ("shares") issued and outstanding for each Fund were as follows:
FUND NET ASSETS SHARES OUTSTANDING - ---- ---------- ------------------ SEI LIQUID ASSET TRUST Treasury Securities Fund $ 38,024,838.25 38,041,783.8600 Prime Obligation Fund $ 858,214,469.97 858,255,146.1570 SEI TAX EXEMPT TRUST Intermediate-Term Municipal Fund $ 914,782,964.96 82,596,606.6870 Short Duration Municipal Fund $ 62,101,583.12 6,194,484.3810 California Municipal Bond Fund $ 183,220,299.19 17,617,689.9940 Massachusetts Municipal Bond Fund $ 40,978,670.82 3,992,082.0250 New Jersey Municipal Bond Fund $ 72,588,829.13 7,056,929.8520 New York Municipal Bond Fund $ 97,445,646.83 9,199,904.1810 Pennsylvania Municipal Bond Fund $ 108,551,461.66 10,034,286.6950 Institutional Tax Free Fund $ 1,145,493,748.24 1,145,720,174.6700 Tax Free Fund $ 789,648,067.88 789,863,429.1900 California Tax Exempt Fund $ 22,268,595.30 22,296,517.5900 Pennsylvania Tax Free Fund $ 44,843,703.26 44,863,875.8400 Massachusetts Tax Free Money Market Fund $ 62,967,598.12 62,971,198.4100
FUND NET ASSETS SHARES OUTSTANDING - ---- ---------- ------------------ SEI DAILY INCOME TRUST Corporate Daily Income Fund $ 356,561,860.17 177,494,269.5670 Short-Duration Government Fund $ 269,147,447.64 26,190,765.8600 Intermediate-Duration Government Fund $ 114,918,368.34 10,875,157.7020 GNMA Fund $ 180,559,235.85 18,525,821.9720 Money Market Fund $ 868,734,464.09 868,737,316.1500 Prime Obligation Fund $ 4,511,438,056.41 4,511,523,240.5180 Government Fund $ 715,737,064.86 715,768,525.2400 Government II Fund $ 773,327,778.34 773,436,938.3700 Treasury Fund $ 634,850,691.45 634,925,885.9500 Treasury II Fund $ 511,101,023.56 511,306,929.1080 SEI INDEX FUNDS Bond Index Fund $ 67,900,690.23 6,224,896.6390 S&P 500 Index Fund $ 1,528,962,797.67 45,762,129.2110 SEI INSTITUTIONAL MANAGED TRUST Large Cap Value Fund $ 4,019,243,950.70 211,817,341.7310 Large Cap Growth Fund $ 3,777,061,393.01 229,183,713.5340 Tax-Managed Large Cap Fund $ 1,917,836,852.27 191,454,573.3880 Small Cap Value Fund $ 881,654,386.08 45,521,692.4180 Small Cap Growth Fund $ 884,031,873.66 64,939,155.8730 Tax-Managed Small Cap Fund $ 197,018,497.73 18,313,337.4080 Mid-Cap Fund $ 32,816,738.84 1,955,159.9780 Core Fixed Income Fund $ 4,078,805,995.98 384,305,301.8490 High Yield Bond Fund $ 1,123,072,367.91 132,996,148.3440 Real Estate Fund $ 28,461,834.97 2,532,179.7910 SEI INSTITUTIONAL INTERNATIONAL TRUST International Equity Fund $ 2,623,926,787.97 278,521,759.6670 International Fixed Income Fund $ 915,447,419.05 75,760,455.3970 Emerging Markets Equity Fund $ 955,999,682.42 93,520,324.1810 Emerging Markets Debt Fund $ 699,400,892.90 67,482,889.5300 SEI ASSET ALLOCATION TRUST Diversified Conservative Income Fund $ 73,610,799.98 6,714,463.1500 Diversified Conservative Fund $ 98,647,978.50 9,676,458.4780 Diversified Global Moderate Growth Fund $ 189,049,382.91 17,681,015.1910 Diversified Moderate Growth Fund $ 367,482,025.32 32,008,408.9770 Diversified Global Growth Fund $ 209,028,166.80 18,833,987.6790 Diversified Global Stock Fund $ 125,883,238.87 12,677,939.5360 Diversified U.S. Stock Fund $ 104,154,110.82 8,588,837.0180 Defensive Strategy Fund $ 14,828,246.02 1,448,765.9000 Tax-Managed Defensive Strategy Fund $ 7,592,827.32 747,691.8740 Conservative Strategy Fund $ 17,771,547.44 1,725,610.5220 Tax-Managed Conservative Strategy Fund $ 22,719,055.30 2,194,409.1020 Moderate Strategy Fund $ 45,631,445.51 4,350,403.2730 Tax-Managed Moderate Strategy Fund $ 23,400,295.71 2,251,124.1510
2
FUND NET ASSETS SHARES OUTSTANDING - ---- ---------- ------------------ Aggressive Strategy Fund $ 28,722,813.02 2,773,733.9130 Tax-Managed Aggressive Strategy Fund $ 11,434,442.74 1,108,349.9840 Core Market Strategy Fund $ 14,529,154.93 1,411,406.1330 Tax-Managed Core Market Strategy Fund $ 5,304,119.86 513,557.6880 Market Growth Strategy Fund $ 77,240,154.09 7,534,895.3120 Tax-Managed Market Growth Strategy Fund $ 33,600,324.86 3,277,771.6460
Each share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote on each matter as to which such shares are to be voted at the Meeting. With respect to Proposal 1, all Shareholders of a Trust's Funds, voting together, are being asked to elect three individuals to that Trust's Board of Trustees. With respect to Proposals 2, 3 and 4, Shareholders of each Fund will be voting separately and each Fund's votes will be counted separately for each Proposal (or an item for Proposal 4). If a Fund approves a Proposal (or an item for Proposal 4) while one or more Funds do not approve that Proposal (or an item for Proposal 4), the Proposal (or the item for Proposal 4) will be implemented only with respect to the Fund or Funds that have approved that Proposal (or that item for Proposal 4). In addition to the solicitation of proxies by mail, Trustees and officers of each Trust and officers and employees of SIMC, the Shareholder Servicing Agent for the Trusts, and certain third parties hired for such purpose, may solicit proxies in person, by Internet or by telephone. The Funds will bear the costs of the Meeting and costs of any solicitation in connection with the meeting. The Funds will use Georgeson Shareholder, third party solicitor, for solicitation of proxies. Georgeson Shareholder may solicit proxies in person, by Internet or by telephone. The Funds expect to pay approximately $409,000 to Georgeson Shareholder. Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses incurred in sending soliciting materials to their principals. Shares represented by duly executed proxies will be voted in accordance with the instructions given. Proxies may be revoked at any time before they are exercised by a written revocation received by the Trusts' President at One Freedom Valley Drive, Oaks, Pennsylvania 19456, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. INTRODUCTION Each Trust is organized as a Massachusetts business trust and is not required to hold annual shareholder meetings. The Meeting is being called in order to permit Shareholders to vote on: (i) the election of Trustees; (ii) a new "manager of managers" structure for certain Funds; (iii) the selection of a new investment adviser for certain Funds; and (iv) changes to certain investment policies and restrictions for certain Funds. The summary voting table below sets forth the action required of each Fund.
NO. PROPOSAL FUND - --- -------- ---- 1. TO ELECT TRUSTEES FOR ALL TRUSTS All Funds of each Trust; Shareholders of each Trust voting together with other Shareholders of that Trust
3
NO. PROPOSAL FUND - --- -------- ---- 2. TO APPROVE A "MANAGER OF MANAGERS" Bond Index Fund of INDEX; STRUCTURE Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; Shareholders of each Fund voting separately 3. TO APPROVE SIMC AS INVESTMENT ADVISER, Bond Index Fund of INDEX; AND TO APPROVE AN INVESTMENT ADVISORY Short-Duration Government, AGREEMENT WITH SIMC Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; Shareholders of each Fund voting separately 4. TO APPROVE ELIMINATING OR RECLASSIFYING All Funds, except for the CERTAIN FUNDAMENTAL POLICIES AND Treasury Securities Fund of SLAT RESTRICTIONS and the Money Market, Prime Obligation, Government, Treasury, and Treasury II Funds of SDIT; Shareholders of each Fund voting separately
Shareholders also will be asked to vote on such other business as may properly come before the Meeting. RELATIONSHIP BETWEEN PROPOSALS 2 AND 3. TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3. NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND IF SHAREHOLDERS OF THAT FUND DO NOT APPROVE BOTH PROPOSALS. IF SHAREHOLDERS OF A FUND DO NOT APPROVE BOTH PROPOSALS, THE TRUSTEES WILL CONSIDER AN ALTERNATE COURSE OF ACTION FOR THE FUND. IMPLEMENTATION OF THESE PROPOSALS WILL NOT RESULT IN INCREASED FUND FEES OR EXPENSES TO SHAREHOLDERS. PROPOSAL 1. TO ELECT TRUSTEES FOR ALL TRUSTS. Shareholders are being asked to elect Rosemarie B. Greco, Nina Lesavoy and James M. Williams (each a "Nominee" and, collectively, the "Nominees") as Trustees for each Trust. The Board of Trustees recommends that Shareholders elect the three Nominees to serve as Trustees, each to hold office until a successor is duly elected and qualified. 4 Rosemarie B. Greco and Nina Lesavoy are currently members of the Board. Messes. Greco and Lesavoy were each appointed to the Board by the Board of Trustees on March 20, 2000 and September 17, 2003, respectively. Mr. James M. Williams was nominated by the Nominating Committee to the Board on June 17, 2004, based on a referral by one of the Trusts' Independent Trustees acting as a member of the Trusts' Nominating Committee, and appointed by the Board on August 10, 2004, subject to approval of his election by Shareholders, as required under the 1940 Act. Each Nominee has consented to being named in this Proxy Statement and to serving as Trustee if elected. The Trusts know of no reason why any Nominee would be unable or unwilling to serve as Trustee if elected. INFORMATION ABOUT CURRENT TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEES. The business and affairs of each Trust, including all of its Funds, are managed under the direction of its Board of Trustees. The table below provides basic information about each Nominee and each current Trustee. The fund complex is composed of all of the Funds and the portfolios of SEI Institutional Investments Trust (the "Fund Complex"). The mailing address for each Nominee and each Trustee, except for the mailing address for William M. Doran, is One Freedom Valley Drive, Oaks, Pennsylvania 19456. The mailing address for Mr. Doran is 1701 Market Street, Philadelphia, Pennsylvania 19103.
NUMBER OF FUNDS IN TERM OF THE FUND POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN - ------------ ---------- --------------- -------------------------------------------- --------- NOMINEES FOR INDEPENDENT TRUSTEES Rosemarie B. Trustee No set term; Director, Governor's Office of Health Care 68 Greco; 58 served since Reform, Commonwealth of Pennsylvania since 2000. 2003. Founder and Principal, Grecoventures Ltd. from 1999 to 2002. Interim President & Chief Executive Officer, Private Industry Council of Philadelphia, April 1998-August 1998. President, Corestates Financial Corp., 1996-1997; Chief Executive Officer and President, Corestates Bank, N.A., 1994-1997. Director of Sunoco, Inc. and Exelon Corporation, Trustee of Pennsylvania Real Estate Investment Trust, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
5
NUMBER OF FUNDS IN TERM OF THE FUND POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN - ------------ ---------- --------------- -------------------------------------------- --------- Nina Lesavoy; Trustee No set term; Partner, Cue Capital since 2002. Head of 68 47 served since Sales, Investorforce, January 2000-December 2003. 2001. Global Partner working for the CEO, Invesco Capital, January 1998-January 2000. Head of Sales and Client Services, Chancellor Capital and later LGT Asset Management, 1986-2000. Trustee of SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust, SEI Institutional International Trust and SEI Institutional Investments Trust. James M. Nominee No set term. Vice President and Chief Investment Officer, 68 Williams; 56 J. Paul Getty Trust, Non Profit Foundation for Visual Arts, since December 2002. President, Harbor Capital Investors and Harbor Mutual Funds, 2000-2002. Manager, Pension Asset Management, Ford Motor Company, 1997-1999. CURRENT INDEPENDENT TRUSTEES F. Wendell Trustee No set term; Retired. Trustee of SEI Asset Allocation 68 Gooch; 71 served SDIT Trust, SEI Daily Income Trust, SEI since 1982; Institutional International Trust, SEI SAAT since Institutional Investments Trust, SEI 1995; INDEX Institutional Managed Trust, SEI Index since 1985; Funds, SEI Liquid Asset Trust, SEI Tax SIT since 1988; Exempt Trust, STI Classic Funds and STI SIMT since Classic Variable Trust. 1986; SLAT since 1995; STET since 1982.
6
NUMBER OF FUNDS IN TERM OF THE FUND POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN - ------------ ---------- --------------- -------------------------------------------- --------- James M. Trustee No set term; Attorney, Solo Practitioner since 1994. 68 Storey; 73 served since Partner, Dechert Price & Rhoads (law firm), 1995. September 1987-December 1993. Director of U.S. Charitable Gift Trust. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Expedition Funds, The MDL Funds, Massachusetts Health and Education Tax-Exempt Trust, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust and SEI Tax Exempt Trust. George J. Trustee No set term; Self-employed Consultant, Newfound 68 Sullivan, Jr.; 61 served since Consultants Inc. since April 1996. 1997. Trustee of State Street Navigator Securities Lending Trust, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Expedition Funds, The MDL Funds, SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
7
NUMBER OF FUNDS IN TERM OF THE FUND POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN - ------------ ---------- --------------- -------------------------------------------- --------- CURRENT INTERESTED TRUSTEES William M. Trustee No set term; Self-employed Consultant. Partner, Morgan, 68 Doran; 64 served SDIT Lewis & Bockius LLP (law firm) from 1976 to since 1982; 2003, counsel to the Trusts, SEI Investments SAAT since Company, SIMC, SEI Investments Fund 1995; INDEX Management and SEI Investments Distribution since 1985; SIT Co. Director of SEI Investments Company since 1988; since 1974; Secretary of SEI Investments SIMT since Company since 1978. Director of SEI 1986; SLAT Investments Distribution Co. since 2003. since 1995; Trustee of The Advisors' Inner Circle Fund, STET since The Advisors' Inner Circle Fund II, 1982. Expedition Funds, The MDL Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust and SEI Tax Exempt Trust. Robert A. Chairman No set term; Currently performs various services on 68 Nesher; 58 of the served SDIT behalf of SEI Investments Company for which Board of since 1982; Mr. Nesher is compensated. Executive Vice Trustees SAAT since President of SEI Investments Company, 1995; INDEX 1986-1994. Director and Executive Vice since 1985; President of SIMC, SEI Investments Fund SIT since Management and SEI Investments Distribution 1988; SIMT Co., 1981-1994. Trustee of The Advisors' since 1986; Inner Circle Fund, The Advisors' Inner Circle SLAT since Fund II, Bishop Street Funds, Expedition 1995; STET Funds, The MDL Funds, SEI Global Master Fund, since 1982. plc, SEI Global Assets Fund, plc, SEI Global Investments Fund, plc, SEI Investments Global, Limited, SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
8 Messrs. Nesher and Doran are Trustees who may be deemed to be "interested persons" of the Funds, as that term is defined in the 1940 Act ("Interested Trustees"), by virtue of their relationship with SIMC, which serves as investment adviser to certain Funds, and SEI Investments Distribution Co. ("SIDCo."), the Funds' distributor. In addition, Mr. Doran and Mr. Nesher own securities of SEI Investments Company, the parent company of SIMC and SIDCo. MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES. The chart below provides information about the number of Board meetings held during each Trust's most recently completed fiscal year and which Board members attended such meetings.
NUMBER OF BOARD MEETINGS HELD DURING TRUSTEES WHO TRUST AND FISCAL YEAR MOST RECENT FISCAL YEAR ATTENDED THE MEETING - --------------------- ------------------------ ---------------------------------------------- SEI Liquid Asset Trust 9 The Trustees attended all meetings, except for June 30, 2004 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Tax Exempt Trust 8 The Trustees attended all meetings, except for August 31, 2003 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Daily Income Trust 9 The Trustees attended all meetings, except for January 31, 2004 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Index Funds 9 The Trustees attended all meetings, except for March 31, 2004 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Institutional Managed Trust 9 The Trustees attended all meetings, except for September 30, 2003 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Institutional International Trust 9 The Trustees attended all meetings, except for September 30, 2003 Mr. Gooch and Ms. Greco, who were each absent from one meeting. SEI Asset Allocation Trust 9 The Trustees attended all meetings, except for March 31, 2004 Mr. Gooch and Ms. Greco, who were each absent from one meeting.
The Trusts do not have a policy with respect to the Trustees' attendance at meetings, but as a matter of practice all of the Trustees attend each Trust's Board meetings (in-person or by telephone) to the extent possible. Each Trust has a standing Audit Committee currently consisting of Messrs. Gooch, Storey and Sullivan, and Messes. Greco and Lesavoy, each of whom is not an "interested person" as such term is defined in the 1940 Act (collectively, the "Independent Trustees"). The Audit Committee assists the Trustees in their oversight of the Trusts' financial reporting. The chart below provides information about the number of Audit Committee meetings held during each Trust's most recently completed fiscal year and which Audit Committee members attended such meetings. 9
NUMBER OF AUDIT COMMITTEE MEETINGS HELD DURING MOST AUDIT COMMITTEE MEMBERS WHO TRUST AND FISCAL YEAR RECENT FISCAL YEAR ATTENDED THE MEETING - --------------------- ------------------------- ----------------------------------------- SEI Liquid Asset Trust 4 The Audit Committee members attended all June 30, 2004 meetings. SEI Tax Exempt Trust 4 The Audit Committee members attended all August 31, 2003 meetings, except for Mr. Gooch, who was absent from one meeting. SEI Daily Income Trust 4 The Audit Committee members attended all January 31, 2004 meetings, except for Mr. Storey, who was absent from one meeting. SEI Index Funds 4 The Audit Committee members attended all March 31, 2004 meetings, except for Mr. Storey, who was absent from one meeting. SEI Institutional Managed Trust 4 The Audit Committee members attended all September 30, 2003 meetings except for Mr. Gooch, who was absent from one meeting. SEI Institutional International Trust 4 The Audit Committee members attended all September 30, 2003 meetings except for Mr. Gooch, who was absent from one meeting. SEI Asset Allocation Trust 5 The Audit Committee members attended all March 31, 2004 meetings, except for Mr. Storey, who was absent from one meeting.
Each Trust has a standing Nominating Committee currently consisting of the Independent Trustees. The Nominating Committee is responsible for evaluating and recommending nominees for election to the Board. The Nominating Committee meets as necessary and the chart below provides information about the number of Nominating Committee meetings held during each Trust's most recently completed fiscal year.
NUMBER OF NOMINATING COMMITTEE MEETINGS HELD DURING MOST TRUST AND FISCAL YEAR RECENT FISCAL YEAR - --------------------- ------------------------------ SEI Liquid Asset Trust 2 June 30, 2004 SEI Tax Exempt Trust 1 August 31, 2003 SEI Daily Income Trust 1 January 31, 2004 SEI Index Funds 2 March 31, 2004 SEI Institutional Managed Trust 1 September 30, 2003
10
NUMBER OF NOMINATING COMMITTEE MEETINGS HELD DURING MOST TRUST AND FISCAL YEAR RECENT FISCAL YEAR - --------------------- ------------------------------ SEI Institutional International Trust 1 September 30, 2003 SEI Asset Allocation Trust 2 March 31, 2004
The Nominating Committee has adopted a charter, a copy of which is attached hereto as Exhibit A. It is the Nominating Committee's policy to review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Nominating Committee at the applicable Trust's office. As of the date of this Proxy Statement, the Nominating Committee has not adopted specific minimum qualifications that the Committee believes a candidate must meet before being considered for Board membership. Each Trust has a standing Fair Value Pricing Committee that is composed of at least one Trustee and various representatives of that Trust's service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibility of the Fair Value Pricing Committee is to determine the fair value of securities for which current market quotations are not readily available. The Fair Value Pricing Committee's determinations are reviewed by the Board. Messrs. Nesher and Sullivan currently serve as the Board's delegates on the Fair Value Pricing Committee. Each Trust's Fair Value Pricing Committee meets as necessary and held the following number of meetings during each Trust's most recently completed fiscal year.
NUMBER OF FAIR VALUE PRICING COMMITTEE MEETINGS HELD DURING MOST TRUST AND FISCAL YEAR RECENT FISCAL YEAR - --------------------- -------------------------------------- SEI Liquid Asset Trust None June 30, 2004 SEI Tax Exempt Trust None August 31, 2003 SEI Daily Income Trust None January 31, 2004 SEI Index Funds 3 March 31, 2004 SEI Institutional Managed Trust 20 September 30, 2003 SEI Institutional International Trust 11 September 30, 2003 SEI Asset Allocation Trust None March 31, 2004
The Trusts do not have a standing compensation committee or any committee performing similar functions. 11 COMPENSATION OF THE TRUSTEES, OFFICERS AND OTHERS. The Interested Trustees and officers of the Trusts do not receive compensation from the Trusts. The chart below provides information about the total compensation accrued and payable to the Independent Trustees by each Trust and the Fund Complex for each Trust's most recently completed fiscal year.
PENSION OR RETIREMENT ESTIMATED TOTAL TOTAL BENEFITS ACCRUED ANNUAL COMPENSATION NAME OF COMPENSATION AS PART OF BENEFITS UPON FROM INDEPENDENT TRUSTEE FROM TRUST FUND EXPENSES RETIREMENT FUND COMPLEX - ------------------- ------------ ---------------- ------------- ------------ SEI LIQUID ASSET TRUST - FISCAL YEAR ENDED JUNE 30, 2004 F. Wendell Gooch $ 4,755 N/A N/A $ 133,000 James M. Storey $ 4,755 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 4,755 N/A N/A $ 133,000 Rosemarie B. Greco $ 4,755 N/A N/A $ 133,000 Nina Lesavoy $ 4,755 N/A N/A $ 133,000 SEI TAX EXEMPT TRUST - FISCAL YEAR ENDED AUGUST 31, 2003 F. Wendell Gooch $ 18,391 N/A N/A $ 133,000 James M. Storey $ 18,391 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 18,391 N/A N/A $ 133,000 Rosemarie B. Greco $ 18,391 N/A N/A $ 133,000 Nina Lesavoy N/A N/A N/A N/A SEI DAILY INCOME TRUST - FISCAL YEAR ENDED JANUARY 31, 2004 F. Wendell Gooch $ 14,707 N/A N/A $ 133,000 James M. Storey $ 14,707 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 14,707 N/A N/A $ 133,000 Rosemarie B. Greco $ 14,707 N/A N/A $ 133,000 Nina Lesavoy $ 7,831 N/A N/A $ 66,500 SEI INDEX FUNDS - FISCAL YEAR ENDED MARCH 31, 2004 F. Wendell Gooch $ 4,114 N/A N/A $ 133,000 James M. Storey $ 4,114 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 4,114 N/A N/A $ 133,000 Rosemarie B. Greco $ 4,114 N/A N/A $ 133,000 Nina Lesavoy $ 3,143 N/A N/A $ 99,750
12
PENSION OR RETIREMENT ESTIMATED TOTAL TOTAL BENEFITS ACCRUED ANNUAL COMPENSATION NAME OF COMPENSATION AS PART OF BENEFITS UPON FROM INDEPENDENT TRUSTEE FROM TRUST FUND EXPENSES RETIREMENT FUND COMPLEX - ------------------- ------------ ---------------- ------------- ------------ SEI ASSET ALLOCATION TRUST - FISCAL YEAR ENDED MARCH 31, 2004 F. Wendell Gooch $ 13,888 N/A N/A $ 133,000 James M. Storey $ 13,888 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 13,888 N/A N/A $ 133,000 Rosemarie B. Greco $ 13,888 N/A N/A $ 133,000 Nina Lesavoy $ 11,478 N/A N/A $ 99,750 SEI INSTITUTIONAL MANAGED TRUST - FISCAL YEAR ENDED SEPTEMBER 30, 2003 F. Wendell Gooch $ 33,250 N/A N/A $ 133,000 James M. Storey $ 33,250 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 33,250 N/A N/A $ 133,000 Rosemarie B. Greco $ 33,250 N/A N/A $ 133,000 Nina Lesavoy $ 6,979 N/A N/A $ 33,250 SEI INSTITUTIONAL INTERNATIONAL TRUST - FISCAL YEAR ENDED SEPTEMBER 30, 2003 F. Wendell Gooch $ 12,578 N/A N/A $ 133,000 James M. Storey $ 12,578 N/A N/A $ 133,000 George J. Sullivan, Jr. $ 12,578 N/A N/A $ 133,000 Rosemarie B. Greco $ 12,578 N/A N/A $ 133,000 Nina Lesavoy $ 3,668 N/A N/A $ 33,250
OWNERSHIP OF FUND SECURITIES. The table below shows the dollar range of equity securities beneficially owned by each Nominee or Trustee as of June 30, 2004.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS NAME OF TRUSTEE DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE OR NOMINEE OR NOMINEE SECURITIES FOR EACH FUND IN THE FUND COMPLEX - --------------- ------------------------------- ------------------------------ Mr. Nesher Over $100,000 (each of Over $100,000 SIMT Core Fixed Income Fund, SIMT Large Cap Growth Fund and SIMT Large Cap Value Fund) $1-$10,000 (SIMT Small Cap Growth Fund)
13
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS NAME OF TRUSTEE DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE OR NOMINEE OR NOMINEE SECURITIES FOR EACH FUND IN THE FUND COMPLEX - --------------- ------------------------------- ------------------------------ Mr. Doran $10,001-$50,000 (SLAT Prime Over $100,000 Obligation Fund) Over $100,000 (each of SIMT Small Cap Value Fund, SIMT Small Cap Growth Fund, SIMT Large Cap Value Fund and SIMT Large Cap Growth Fund) Mr. Gooch Over $100,000 (each of SIMT Over $100,000 Small Cap Growth Fund and SDIT Prime Obligation Fund) $10,001-$50,000 (SIT International Equity Fund) Mr. Storey None None Mr. Sullivan None None Ms. Greco None None Ms. Lesavoy None None Mr. Williams None None
VOTING REQUIREMENTS FOR PROPOSAL 1. With respect to SIMT, STET, SLAT, INDEX, SDIT and SIT, approval of each Nominee listed under Proposal 1 as a Trustee of the Trust requires a plurality of the Trust's shares voted. With respect to SAAT, approval of each Nominee listed under Proposal 1 as a Trustee of the Trust requires a majority vote of the Trust's shares represented at the meeting in person or by proxy ("majority vote of the Trust's shares represented"). THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1. PROPOSAL 2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX FUND OF INDEX; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SDIT; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF STET. The Board of Trustees recommends that Shareholders approve a "manager of managers" structure for the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET, as described below. SEC EXEMPTIVE ORDER AND SHAREHOLDER APPROVAL. Proposal 2 seeks Shareholder approval to implement a "manager of managers" structure for each Fund. Under this structure, each Fund will have an investment adviser and one or more sub-advisers. The Board of Trustees will be permitted to approve or terminate investment sub-advisers, based on the recommendation of SIMC as investment adviser, WITHOUT shareholder approval. Normally, shareholders of a mutual fund must approve investment advisory agreements for the mutual fund. To operate a "manager of managers" structure efficiently, however, the Trusts have obtained an exemption from the U.S. Securities and Exchange Commission ("SEC") from the shareholder approval requirements, subject to certain conditions. One condition of the SEC exemption order is that, before a Fund relies on the exemption and implements a "manager of managers" structure, the Fund's shareholders must approve the "manager of managers" 14 structure. All of the other Funds in the SEI Funds family have implemented this "manager of managers" structure, and SIMC currently serves as investment adviser and "manager of managers" for those Funds. DESCRIPTION OF THE PROPOSED "MANAGER OF MANAGERS" STRUCTURE. Under the proposed "manager of managers" structure, each Fund will be operated in a manner that is different from many other mutual funds. Most mutual funds operate under a structure in which a single entity, the fund's adviser, provides investment advisory services to the fund. Typically, the fund pays an advisory fee to the fund's adviser and the adviser, in turn, compensates the adviser's portfolio managers who make specific securities selections for the fund. In contrast, under the "manager of managers" structure, a Fund will pay SIMC an advisory fee and SIMC, in turn, will hire sub-advisers to provide day-to-day investment advisory services to the Fund. Under this structure, shareholders will have the benefit of SIMC's expertise in selecting and monitoring investment sub-advisers. SIMC will continuously monitor the performance of the sub-advisers and may from time to time recommend that the Board of Trustees replace one or more sub-advisers or appoint additional sub-advisers, depending on SIMC's assessment of what combination of sub-advisers it believes would optimize a Fund's chances of achieving its investment objective. The Board would be able to approve the addition or termination of sub-advisers without shareholder approval. Any proposal to add or replace sub-advisers would be reviewed as follows. First, SIMC would assess a Fund's needs and, if it believed additional or replacement sub-advisers could benefit the Fund, would systematically search the relevant universe of available investment sub-advisers. Second, any recommendations made by SIMC would have to be approved by a majority of the Trustees, including a majority of the Trustees who are not parties to the investment sub-advisory agreement or "interested persons," as defined under the 1940 Act, of any party to the investment sub-advisory agreement. Finally, any selections of additional or replacement sub-advisers would have to comply with conditions contained in the SEC exemption. The proposed "manager of managers" structure is intended to afford the Funds increased management flexibility. With the "manager of managers" structure, the Trustees will not be required to call a shareholder meeting each time a new sub-adviser is approved and A FUND WILL NOT INCUR THE CONSIDERABLE EXPENSE OF HOLDING SHAREHOLDER MEETINGS TO APPROVE SUB-ADVISERS. TRUSTEES' CONSIDERATIONS. In unanimously approving the "manager of managers" structure for the Funds and in recommending that Shareholders also approve this structure, the Trustees reviewed SIMC's expertise as a "manager of managers," including SIMC's experience in serving as "manager of managers" for the other Funds in the SEI Funds family. In addition, the Trustees considered the flexibility the Funds will have under a "manager of managers" structure to implement sub-adviser changes, without shareholder approval and without the Funds incurring the considerable costs of obtaining shareholder approval, when the Board determines that such changes are advisable. VOTING REQUIREMENTS FOR PROPOSAL 2. Approval of Proposal 2 with respect to a Fund requires the favorable vote of a majority of outstanding voting shares of that Fund as defined by the 1940 Act. RELATIONSHIP BETWEEN PROPOSALS 2 AND 3. To implement the "manager of managers" structure with SIMC serving as each Fund's "manager of managers," Shareholders must approve Proposals 2 and 3. Neither Proposal will be implemented with respect to a Fund if Shareholders of that Fund do not approve both Proposals. If Shareholders of a Fund do not approve both Proposals, the Trustees will consider an alternate course of action for the Fund. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2. 15 PROPOSAL 3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF INDEX; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SDIT; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF STET; AND TO APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS. The Board of Trustees recommends that Shareholders approve SIMC as the investment adviser of the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET, and approve the investment advisory agreements (each an "Investment Advisory Agreement" and, collectively, the "Investment Advisory Agreements") between the Trusts and SIMC relating to these Funds (which are attached as Exhibits B, C and D to this Proxy Statement). The description of the Investment Advisory Agreements in this Proxy Statement is qualified in its entirety by reference to Exhibits B, C and D. The Trustees, including all of the Trustees who are not parties to the Investment Advisory Agreements or "interested persons," as defined under the 1940 Act, of any party to the Investment Advisory Agreements, unanimously approved SIMC as investment adviser for each Fund and the Investment Advisory Agreements with respect to each Fund at a meeting held on June 17, 2004. CURRENT INVESTMENT ADVISORY ARRANGEMENTS. Standish Mellon Asset Management Company LLC ("Standish Mellon"), located at One Mellon Center, Pittsburgh, Pennsylvania 15238, serves as investment adviser to the Bond Index Fund of INDEX pursuant to an investment advisory agreement with INDEX dated October 2, 1995. Wellington Management Company, LLP ("Wellington Management"), located at 75 State Street, Boston, Massachusetts 02109, serves as investment adviser to the Short-Duration Government, Intermediate-Duration Government and GNMA Funds of SDIT, and the Corporate Daily Income Fund of SDIT pursuant to investment advisory agreements with SDIT dated December 15, 1986 and August 4, 1993, respectively. Weiss Peck and Greer Investments ("WPG"), located at One New York Plaza, New York, New York 10004, serves as investment adviser to the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET pursuant to an investment advisory agreement with STET dated December 31, 1995. The current investment advisory agreements are collectively referred to as the "Previous Advisory Agreements." The chart below provides information about the advisory fees that the Bond Index Fund of INDEX, the Short-Duration Government, Intermediate-Duration Government, GNMA and Corporate Daily Income Funds of SDIT, and the California Tax Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds of STET paid to Standish Mellon, Wellington Management and WPG, respectively, for each Fund's most recently completed fiscal year.
ADVISORY FEES PAID FUND FISCAL YEAR END (AFTER ANY FEE WAIVERS) - ---- ---------------- ----------------------- INDEX Bond Index Fund March 31, 2004 $ 57,489 SDIT Short-Duration Government Fund January 31, 2004 $ 268,000 SDIT Intermediate-Duration Government Fund January 31, 2004 $ 147,000 SDIT GNMA Fund January 31, 2004 $ 295,000 SDIT Corporate Daily Income Fund January 31, 2004 $ 218,000 STET California Tax Exempt Fund August 31, 2003 $ 11,000 STET Tax Free Fund August 31, 2003 $ 343,000 STET Institutional Tax Free Fund August 31, 2003 $ 529,000 STET Pennsylvania Tax Free Fund August 31, 2003 $ 19,000
16 NEW INVESTMENT ADVISORY AGREEMENTS. At a meeting of the Board of Trustees held on June 17, 2004, and subject to approval by Shareholders of the respective Funds, the Trustees approved SIMC as investment adviser to the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET, and those Funds' current advisers, Standish Mellon, Wellington Management and WPG, as sub-advisers to the Funds, based upon the Board's determination that the selection of SIMC to provide the investment advisory and "manager of managers" services as described herein will better optimize each Fund's chances of achieving its investment objective. Other than the identity of the investment adviser and provisions concerning the "manager of managers" structure, there are no material differences between the Investment Advisory Agreements and the Previous Advisory Agreements. For example, the advisory fees are identical, and the standards of care and limitations of liability are the same, except as noted below. SIMC'S DUTIES UNDER THE INVESTMENT ADVISORY AGREEMENTS. Under the Investment Advisory Agreements, SIMC will serve as investment adviser and "manager of managers" to each Fund. SIMC will provide its proprietary investment adviser selection, monitoring, and asset allocation services to the Funds. Subject to Board approval (but not shareholder approval), SIMC, in turn, will enter into investment sub-advisory agreements with one or more sub-advisers who will make specific investment decisions with respect to the assets (or a portion of the assets) of each Fund. Under the Investment Advisory Agreements, SIMC will also continuously review and supervise each Fund's investment program. Subject to Board approval, SIMC in the future may provide specific portfolio security advice with respect to all or some portion of a Fund's assets, but SIMC does not currently expect to request such approval. SIMC will perform internal due diligence on prospective sub-advisers for each Fund and monitor sub-adviser performance using its proprietary investment adviser selection and monitoring process. SIMC will be responsible for communicating performance targets and evaluations to sub-advisers, supervising each sub-adviser's compliance with a Fund's investment objective and policies, authorizing sub-advisers to engage in certain investment techniques for a Fund, and recommending to the Board of Trustees whether investment sub-advisory agreements should be renewed, modified or terminated. SIMC also will recommend to the Board of Trustees the addition of new sub-advisers, as it deems appropriate. SUB-ADVISORY SERVICES UNDER THE "MANAGER OF MANAGERS" STRUCTURE. As discussed above, at the June 17, 2004 meeting, the Board of Trustees approved the Funds' current advisers, Standish Mellon, Wellington Management and WPG, as the investment sub-adviser to each respective Fund, subject to shareholder approval of the "manager of managers" structure described in this Proxy Statement. If Shareholders approve this structure, Standish Mellon, Wellington Management and WPG will serve as sub-advisers to each respective Fund under a sub-advisory agreement between Standish Mellon, Wellington Management and WPG and SIMC, respectively. As sub-advisers to the Funds, Standish Mellon, Wellington Management and WPG will be responsible for the day-to-day investment management of all or a discrete portion of their respective Funds' assets allocated to it by SIMC. Standish Mellon, Wellington Management and WPG will be authorized to make investment decisions for their respective Funds and place orders on each Fund's behalf to effect those investment decisions. As the "manager of managers" of each Fund, SIMC will oversee Standish Mellon, Wellington Management and WPG to ensure compliance with each Fund's investment objective and guidelines, and will monitor their adherence to each Fund's investment style. Shortly after Standish Mellon, Wellington Management and WPG begin acting as sub-advisers under this structure, each Fund will provide shareholders with information about Standish Mellon, Wellington Management and WPG and their investment sub-advisory agreements with SIMC. COMPENSATION. For its services as investment adviser and "manager of managers" of each Fund, SIMC will receive a fee from the Funds. The chart below provides information about the fees that each Fund will pay 17 under each Investment Advisory Agreement. These are the same contractual fees that were paid to the previous advisers. SIMC will pay any sub-advisers out of the investment advisory fee it receives. The Funds are not responsible for paying the sub-advisers' advisory fees.
FUND CONTRACTUAL FEE ---- --------------- INDEX Bond Index Fund 0.07% SDIT Short-Duration Government Fund 0.10% up to $500 million; 0.075% between $500 SDIT Intermediate-Duration Government Fund million and $1 billion; and 0.05% over $1 SDIT GNMA Fund billion, based on the combined assets of the Intermediate-Duration Government, Short-Duration Government, and GNMA Funds SDIT Corporate Daily Income Fund 0.10% up to $500 million; 0.075% between $500 million and $1 billion; and 0.05% over $1 billion, based on the combined assets of the Corporate Daily Income and Treasury Securities Daily Income Funds STET California Tax Exempt Fund 0.05% up to $500 million; 0.04% next $500 STET Tax Free Fund million; 0.03% over $1 billion, calculated by STET Institutional Tax Free Fund aggregating the assets of the California Tax STET Pennsylvania Tax Free Fund Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds and applying this fee schedule and then allocating the fee to each of these Funds based upon their relative net assets
SIMC and its affiliates that are service providers to the Funds have voluntarily agreed to waive fees to keep the Funds' total expense ratios at specified levels. These voluntary fee waivers may be discontinued at any time; however, SIMC and its affiliates have no current intention to discontinue these voluntary fee waivers. DURATION AND TERMINATION. Unless terminated earlier, each Investment Advisory Agreement will continue in effect as to a Fund for an initial two year term, and will continue thereafter for periods of one year for so long as such continuance is specifically approved at least annually as required by the 1940 Act. Each Investment Advisory Agreement will terminate automatically in the event of its assignment. In addition, each Investment Advisory Agreement may be terminated at any time without penalty by the Trustees or by a vote of a majority of the outstanding shares of a Fund on not less than 30 days' nor more than 60 days' written notice to SIMC. In addition, each Investment Advisory Agreement is terminable by SIMC upon 90 days' written notice to the Trust. The duration and termination provisions of the Investment Advisory Agreements are identical to the duration and termination provisions of the Previous Advisory Agreements. LIMITATION OF LIABILITY. SIMC will discharge its responsibilities under the Investment Advisory Agreements subject to the general supervision of, and any policies set by, the Board of Trustees. Under the Investment Advisory Agreements, SIMC is not liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under the Investment Advisory Agreements (except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard by SIMC of its obligations or duties under the Investment Advisory Agreements, except as may otherwise be provided under provisions of applicable state and Federal law 18 to the extent such provisions cannot be waived or modified by the Investment Advisory Agreements). The limitation of liability provisions of the Investment Advisory Agreements are identical to the limitation of liability provisions of the Previous Advisory Agreements with the exception of the Previous Advisory Agreement for the Short-Duration Government, Intermediate-Duration Government and GNMA Funds of SDIT, which provides that no provision of the Agreement shall be deemed to protect Wellington Management against any liability to SDIT or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in performance of its duties or the reckless disregard of its obligations under the agreement. DESCRIPTION OF THE INVESTMENT ADVISER. SIMC is a wholly-owned subsidiary of SEI Investments Company ("SEI"), a financial services company located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers, and insurance companies. SIMC, and its predecessor, began managing as a "manager of managers" in 1995 and has significant experience providing advice to investors regarding the selection and evaluation of investment advisers. As of June 30, 2004, SIMC acted in a similar "manager of managers" role with respect to $59.7 billion of client assets. Listed below are the names and principal occupations of each director and the executive officers of SIMC. The principal business address of each director and the executive officers, as it relates to their duties at SIMC, is One Freedom Valley Drive, Oaks, Pennsylvania 19456.
NAME TITLE - ---- ----- Edward D. Loughlin Director & President Carl A. Guarino Director & Executive Vice President Robert Crudup Senior Vice President Wayne Withrow Senior Vice President Timothy D. Barto General Counsel, Vice President & Secretary Lydia A. Gavalis Vice President & Assistant Secretary Christine McCullough Vice President & Assistant Secretary Richard A. Deak Vice President & Assistant Secretary John C. Munch Assistant Secretary William E. Zitelli, Jr. Assistant Secretary Rosanne Miller Assistant Secretary Lori L. White Assistant Secretary Thomas D. Jones Chief Compliance Officer & Assistant Secretary David Campbell Vice President Vincent Chu Vice President Jim Combs Vice President Karl Dasher Vice President & Chief Investment Officer Scott W. Dellorfano Vice President Michael Cagina Vice President Greg Gettinger Vice President Kathy Heilig Vice President & Treasurer Lori Heinel Vice President Paul Klauder Vice President Jack May Vice President Carolyn McLaurin Vice President James V. Morris Vice President Stephen Onofrio Vice President Alison Saunders Vice President
19
NAME TITLE - ---- ----- Brandon Sharrett Vice President Frank Sidoti Vice President Kathryn L. Stanton Vice President Raymond B. Webster Vice President
Listed below are the names of each officer of the Funds who is an officer or employee of SIMC.
NAME POSITION WITH FUND POSITION WITH SIMC - ---- ------------------------------------ ------------------------------------- Edward D. Loughlin President & Chief Executive Officer Director & President Timothy D. Barto Vice President & Secretary General Counsel, Vice President & Secretary Lydia A. Gavalis Vice President & Assistant Secretary Vice President & Assistant Secretary Christine M. McCullough Vice President & Assistant Secretary Vice President & Assistant Secretary William E. Zitelli, Jr. Vice President & Assistant Secretary Assistant Secretary Thomas D. Jones Chief Compliance Officer Chief Compliance Officer & Assistant Secretary John J. McCue Vice President Director of Portfolio Implementations & Managing Director of Money Market Investments
OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES. SIMC serves as investment adviser and "manager of managers" to the following fund that has investment objectives similar to those of the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET. The following table provides comparative information on fees paid to SIMC for managing the fund with investment objectives similar to those of the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds.
NET ASSETS OF FUND AS OF NAME OF FUND JUNE 30, 2004 MANAGEMENT FEE (% OF NET ASSETS) - ---------------------- ------------------------ --------------------------------------------- STET Massachusetts Tax Free $ 67,740,486 0.05% on the first $500 million; 0.04% on the Money Market Fund next $500 million; and 0.03% thereafter
SIMC does not manage any funds that have investment objectives similar to the Bond Index Fund of INDEX or the Short-Duration Government, Intermediate-Duration Government, GNMA or Corporate Daily Income Funds of SDIT. TRUSTEES' CONSIDERATIONS. At a meeting of the Board of Trustees held on June 17, 2004, the Board of Trustees reviewed SIMC's qualifications to act as each Fund's investment adviser and "manager of managers," placing particular emphasis on: (i) SIMC's proposed role in recommending, monitoring and terminating sub-advisers, subject to the Board of Trustees' oversight; and (ii) SIMC's performance as "manager of managers" and investment adviser for the other Funds in the SEI Funds family. The Trustees received oral information regarding SIMC's key personnel, its experience in selection and evaluation of sub-advisers and research performed by SIMC and others that had led SIMC to recommend a "manager of managers" structure. In unanimously approving (and recommending that Shareholders approve) SIMC as investment adviser and "manager of managers" to the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET and the Investment Advisory 20 Agreements with respect to those Funds, the Trustees carefully evaluated the experience of SIMC's key personnel in serving as a "manager of managers" for other institutional funds in the SEI Funds family, and the nature and quality of services SIMC is expected to provide to the Funds. The Trustees also considered: (i) each Fund's distinct investment objective and policies; (ii) that the total compensation payable to SIMC by the Funds under the Investment Advisory Agreements will be at the same rate as the compensation payable under the Previous Advisory Agreements; (iii) the history, reputation, qualification and background of SIMC, as well as the qualifications of its personnel and its financial condition; (iv) SIMC's performance record; (v) each Fund's performance; (vi) the benefits to each Fund expected to be realized as a result of implementing the proposed "manager of managers" structure for the Fund; and (vii) other factors deemed relevant. In addition, the Trustees considered the fees to be paid to SIMC in comparison to those being charged in the relevant segment of the mutual fund business. The Trustees used this information, as well as other information they obtained independently, to help them decide whether to approve SIMC as each Fund's "manager of managers" and investment adviser and the Investment Advisory Agreements. VOTING REQUIREMENTS FOR PROPOSAL 3. Approval of Proposal 3 with respect to a Fund requires the favorable vote of a majority of outstanding voting shares of that Fund as defined by the 1940 Act. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3. PROPOSAL 4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL POLICIES AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY SECURITIES FUND OF SLAT AND THE MONEY MARKET, PRIME OBLIGATION, GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SDIT. The Board of Trustees recommends that Shareholders approve eliminating or reclassifying certain fundamental investment policies for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT, as described below. GENERAL DESCRIPTION OF 1940 ACT REQUIREMENTS. Each Fund operates in accordance with the investment objectives, policies and restrictions described in its prospectus and statement of additional information. The 1940 Act requires that each Fund classify specific investment policies as fundamental policies and requires a shareholder vote to make changes to those policies. Other policies not enumerated in the 1940 Act can be designated by a Fund as fundamental, and if so designated, may only be changed by shareholder vote or can be designated as non-fundamental and may be changed by a vote of the Board of Trustees. Since the time each Fund was created, there have been a number of changes in the laws and regulations that govern management investment companies (mutual funds), such as the Funds. First, significant federal legislation in 1996 pre-empted state regulation of all mutual funds. As a result, many investment policies previously imposed on the Funds by various states are no longer required. Second, significant changes to Rule 2a-7 under the 1940 Act, which governs the investments and operations of money market funds, took effect during the 1990s. Thus, many of the current fundamental policies of the Funds reflect outdated regulatory requirements or predate the current requirements of Rule 2a-7 and are, in significant respects, more restrictive than the 1940 Act and Rule 2a-7 currently require. In addition, new types of investment techniques and money market instruments have been developed, which the Funds may not be permitted to use or invest in because of their outdated fundamental policies. SIMC performed a comprehensive review of the Funds' fundamental policies, and based on the recommendations of SIMC, the Board of Trustees has approved policy revisions that are designed to: (i) simplify and modernize those policies that are required to be fundamental; and (ii) eliminate or reclassify as non-fundamental those fundamental policies that are no longer required to be fundamental or that are no longer necessary. 21 In some cases the Board of Trustees recommends that fundamental policies be amended or eliminated completely. In certain cases, the Board of Trustees has approved non-fundamental policies that in effect reclassify all or part of a fundamental policy into a non-fundamental policy. While not specifically subject to shareholder approval, the non-fundamental policies approved by the Board will not take effect unless the related change to the fundamental policy is approved by Shareholders. Once converted to non-fundamental, a policy may be changed without shareholder approval. If the Board decides in the future to change or eliminate a reclassified non-fundamental policy, the change would be disclosed in the Funds' prospectus(es) or statement of additional information, as required. Approval of these changes by Shareholders would allow the Funds greater flexibility to respond to a changing investment environment. The Board of Trustees also believes that the proposed changes will enhance the Funds' investment adviser's ability to manage the Funds' investment portfolios. In addition, by reducing to a minimum those policies that can be changed only by shareholder vote, the Funds in the future may be able to avoid the cost and delay associated with a shareholder meeting. The Funds that are money market funds will continue to be subject to the requirements of Rule 2a-7. Each proposed change to a Fund's fundamental policies recommended by the Board of Trustees is discussed in detail below. In order to help you understand the proposed changes, attached as Exhibit E is a list of the Funds' current fundamental policies proposed to be replaced by new fundamental and/or non-fundamental policies or to be eliminated. VOTING REQUIREMENTS FOR PROPOSAL 4. Approval of each item of Proposal 4 requires the favorable vote of a majority of outstanding voting shares of a Fund as defined by the 1940 Act. Proposal 4 is separated into separate items. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. If you vote on Proposal 4 as a group, a Fund will record your votes as having been cast "FOR" or "AGAINST," according to your vote, each applicable item within Proposal 4. Alternatively, you may vote separately for or against each item. If your proxy card(s) includes a vote on Proposal 4 as a group and separate votes on specific items, your vote on Proposal 4 as a group will control and will be recorded as your intended vote, except with respect to those specific items for which you have voted separately, in which case your separate votes will control with respect to such items and will be recorded as your intended vote. If Shareholders approve some, but not all, items of Proposal 4, a Fund will have a combination of certain current fundamental policies and certain new fundamental and/or non-fundamental policies. Fundamental policies approved by the Shareholders would become effective immediately after the Meeting. However, it is not expected that the changes in fundamental policies will materially change the manner in which the Funds are managed. 22 ITEM 4 (a) - FUNDAMENTAL POLICY REGARDING DIVERSIFICATION CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding diversification.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Growth, SIMT Large Cap With respect to 75% of its assets Value, SIMT Tax-Managed Large Cap, (total assets for the STET Short SIMT Mid-Cap, SIMT Small Cap Growth, Duration Municipal, SIT International SIMT Small Cap Value, SIMT Tax-Managed Equity and SIT Emerging Markets Small Cap, SIMT Core Fixed Income, Equity Funds), no Fund may: (i) SIMT High Yield Bond, SIT purchase the securities of any issuer International Equity, SIT Emerging (except securities issued or guaranteed Markets Equity, STET Short Duration by the U.S. Government, its agencies or Municipal, SDIT Corporate Daily instrumentalities) if, as a result, Income, SDIT Short-Duration more than 5% of its total assets would Government, SDIT Intermediate-Duration be invested in the securities of such Government and SDIT GNMA Funds issuer; or (ii) acquire more than 10% of the outstanding voting securities (voting securities for the SDIT Corporate Daily Income, SDIT Short-Duration Government, SDIT Intermediate-Duration Government and SDIT GNMA Funds) of any one issuer. INDEX S&P 500 Index and INDEX Bond No Fund may purchase securities of any Index Funds issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 5% of the Fund's total assets would be invested in the securities of such issuer. This restriction applies to 75% of each Fund's total assets. SDIT Government II, STET Tax Free, No Fund may purchase securities of any STET Institutional Tax Free, STET issuer (except securities issued or California Tax Exempt, STET guaranteed by the U.S. Government, its Pennsylvania Tax Free, STET agencies or instrumentalities), if as a Intermediate-Term Municipal and STET result, more than 5% of the total Pennsylvania Municipal Bond Funds assets of the Fund (based on current market value at the time of investment for the STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Pennsylvania Tax Free, STET Intermediate-Term Municipal and STET Pennsylvania Municipal Bond Funds) would be invested in the securities of such issuer; provided, however that each Fund (except the STET Intermediate-Term Municipal and STET Pennsylvania Municipal Bond Funds) may invest up to 25% of its total assets without regard to this restriction of, and as permitted by, Rule 2a-7 under the 1940 Act. No Fund may acquire more than 10% of the voting securities of any one issuer.
PROPOSED FUNDAMENTAL POLICY. No Fund may purchase securities of an issuer if it would cause the Fund to fail to satisfy the diversification requirements for a diversified management company under the 1940 Act, the 23 rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. Each Fund listed above is classified as a "diversified" mutual fund. This Proposal does not seek to change the Funds' status as diversified mutual funds, but to provide the Funds with maximum flexibility allowed for diversified mutual funds under the 1940 Act. The proposed fundamental policy will require a Fund to comply with the limitations imposed by the 1940 Act on "diversified" mutual funds. Section 5(b) of the 1940 Act prohibits a "diversified" mutual fund from purchasing securities of any one issuer if, at the time of purchase, more than 5% of the fund's total assets would be invested in securities of that issuer or the fund would own or hold more than 10% of the outstanding voting securities of that issuer, except that up to 25% of the fund's total assets may be invested without regard to this limitation. The 5% limitation does not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to securities issued by other investment companies. In addition to the limitations imposed on "diversified" funds, money market funds are subject to additional, stricter diversification requirements imposed by Rule 2a-7 under the 1940 Act. Rule 2a-7 limits a money market fund to investing no more than 5% of its assets in the securities of a single issuer. This requirement applies with respect to 100% of a money market fund's assets, in contrast to Section 5(b) diversification requirements, which apply only with respect to 75% of a non-money market fund's assets. Rule 2a-7 does provide a safe harbor for a money market fund to invest up to 25% of its assets in securities of a single issuer, but only for a period of up to three days. PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying each Fund's current fundamental policy regarding diversification as a non-fundamental policy. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 24 ITEM 4 (b) - FUNDAMENTAL POLICY REGARDING CONCENTRATION CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding concentration.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Growth, SIMT Large Cap No Fund may purchase any securities Value, SIMT Tax-Managed Large Cap, which would cause more than 25% (25% or SIMT Mid-Cap, SIMT Small Cap Growth, more for the STET Short Duration SIMT Small Cap Value, SIMT Tax-Managed Municipal Fund) of the total assets of Small Cap, SIMT Core Fixed Income, the Fund (based on current value at the SIMT High Yield Bond, SIT time of such purchase for the STET Tax International Equity, SIT Emerging Free, STET Institutional Tax Free, STET Markets Equity, SIT Emerging Markets California Tax Exempt, STET Debt, SIT International Fixed Income, Intermediate-Term Municipal, STET STET Tax Free, STET Institutional Tax Pennsylvania Municipal Bond, STET Free, STET California Tax Exempt, STET Pennsylvania Tax Free, STET California Intermediate-Term Municipal, STET Municipal Bond, STET Massachusetts Pennsylvania Municipal Bond, STET Municipal Bond, STET New Jersey Pennsylvania Tax Free, STET Short Municipal Bond and STET New York Duration Municipal, INDEX S&P 500 Municipal Bond Funds) to be invested in Index, INDEX Bond Index, STET the securities of one or more issuers California Municipal Bond, STET conducting their principal business Massachusetts Municipal Bond, STET New activities in the same industry, Jersey Municipal Bond and STET New provided that this limitation does not York Municipal Bond Funds apply to investments in obligations (securities for the STET Short Duration Municipal, SIT International Equity, SIT Emerging Markets Equity and SIT Emerging Markets Debt Funds) issued or guaranteed by the U.S. Government, its agencies or instrumentalities and, with respect to the STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond and STET New York Municipal Bond Funds, to investments in tax-exempt securities issued by governments or political subdivisions of governments. SDIT Corporate Daily Income, SDIT No Fund may purchase any securities Short-Duration Government, SDIT which would cause 25% or more of the Intermediate-Duration Government, SDIT total assets of the Fund to be invested GNMA and SDIT Government II Funds in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in (a) domestic banks and (b) obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities.
25
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- STET Tax Free, STET Institutional Tax No Fund may invest more than 25% of its Free, STET Intermediate-Term Municipal total assets in issuers within the same and STET Pennsylvania Municipal Bond state or similar type projects (except Funds in specified categories). For the STET Pennsylvania Municipal Bond Fund, this limitation does not apply to the extent stated in its investment objective and policies. STET Massachusetts Tax Free Money No Fund may purchase any securities Market Fund which would cause more than 25% of the total assets of the Fund, based on current value at the time of such purchase, to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in (a) obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities, or (b) obligations of state or municipal governments and their political subdivisions.
PROPOSED FUNDAMENTAL POLICY. No Fund may concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. The 1940 Act generally requires the Funds to adopt a fundamental policy regarding concentration of investments in particular industries. It is currently the SEC staff's position that if 25% or more of the value of a fund's assets are invested in securities of issuers in one industry, that fund's investments will be deemed to be concentrated in that industry. However, this 25% limitation does not apply to: (i) fund investments in government securities; (ii) municipal bond fund investments in industrial development and pollution control bonds; and (iii) fund investments in certain obligations of domestic banks. The proposed policy is more flexible than the current policy, and would permit the Funds to take appropriate and timely action in the future to amend the Funds' policies in response to market or regulatory changes, without the delay and cost associated with a shareholder meeting. The Board of Trustees anticipates taking such action only in the event that the SEC changes its position on the meaning of industry concentration. PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying each Fund's current fundamental policy regarding concentration as a non-fundamental policy. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 26 ITEM 4 (c) - FUNDAMENTAL POLICIES REGARDING BORROWING AND SENIOR SECURITIES CURRENT FUNDAMENTAL POLICIES. The chart below describes each applicable Fund's current fundamental policy regarding borrowing and senior securities.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Growth, SIMT Large Cap No Fund may borrow money in an amount Value, SIMT Tax-Managed Large Cap, exceeding 33 1/3% of the value of its SIMT Mid-Cap, SIMT Small Cap Growth, total assets, provided that, for SIMT Small Cap Value, SIMT Tax-Managed purposes of this limitation, investment Small Cap, SIMT Core Fixed Income, strategies which either obligate a Fund SIMT High Yield Bond, SIT to purchase securities or require a International Equity, SIT Emerging Fund to segregate assets are not Markets Equity, SIT Emerging Markets considered to be borrowings. To the Debt, STET California Municipal Bond, extent that its borrowings exceed 5% of STET Massachusetts Municipal Bond, its assets: (i) all borrowings will be STET New Jersey Municipal Bond and repaid before a Fund makes additional STET New York Municipal Bond Funds investments and any interest paid on such borrowings will reduce income; and (ii) asset coverage of at least 300% is required. No Fund may issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC. All SAAT Funds Each Fund may borrow money in an amount up to 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Fund to purchase securities or require a Fund to segregate assets are not considered to be borrowings. Except where a Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its assets, asset coverage of 300% is required for all borrowings. No Fund may issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC. SIMT Real Estate and STET Short No Fund may borrow money in an amount Duration Municipal Funds exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies that either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowing. Asset coverage of at least 300% is required for all borrowing, except where the Fund has borrowed money for temporary purposes in an amount not exceeding 5% of its total assets. No Fund may issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC.
27
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may borrow money except for Short-Duration Government, SDIT temporary or emergency purposes and Intermediate-Duration Government, SDIT then only in an amount not exceeding GNMA, SDIT Government II, INDEX S&P 10% of the value of the total assets of 500 Index, INDEX Bond Index and SIT that Fund. This borrowing provision is International Fixed Income Funds included solely to facilitate the orderly sale of portfolio securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before the Fund makes additional investments and any interest paid on such borrowings will reduce the income of that Fund. No Fund may issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowings as described in its prospectuses and statement of additional information for the SIT International Fixed Income Fund and its statement of additional information for each other Fund or as permitted by rule, regulation or order of the SEC. STET Tax Free, STET Institutional Tax No Fund may borrow money except for Free, STET California Tax Exempt, STET temporary or emergency purposes and Intermediate-Term Municipal, STET then only in an amount not exceeding Pennsylvania Municipal Bond and STET 10% of the value of total assets. The Pennsylvania Tax Free Funds SDIT California Tax Exempt Fund has a fundamental policy that, to the extent such borrowing exceeds 5% of the value of the Fund's total assets, borrowing will be done from a bank and in accordance with the requirements of the 1940 Act. This borrowing provision is included solely to facilitate the orderly sale of portfolio securities to accommodate heavy redemption requests if they should occur and is not for investment purposes. All borrowings of the Funds, in excess of 5% of their total assets, will be repaid before making additional investments and any interest paid on such borrowings will reduce income. No Fund may issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowings as described in its statement of additional information or as permitted by rule, regulation or order of the SEC.
28
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- STET Massachusetts Tax Free Money No Fund may borrow, except that the Market Fund Fund may (a) borrow from banks for temporary or emergency purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities, and (b) to the extent consistent with the Fund's investment objective and policies, enter into reverse repurchase agreements, forward roll transactions and similar investment techniques and strategies. To the extent it engages in transactions described in (a) and (b), the Fund will be limited so that no more than 33 1/3% of its total assets (including the amount borrowed), less liabilities (not including the amount borrowed) valued at the time the borrowing is made, is derived from such transactions. No Fund may issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowings as described in its statement of additional information or as permitted by the 1940 Act, and any rule, regulation or order of the SEC thereunder.
PROPOSED FUNDAMENTAL POLICY. No Fund may borrow money or issue senior securities (as defined in the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to adopt fundamental policies regarding borrowing and issuance of senior securities. The 1940 Act presently limits a fund's ability to borrow, except for borrowings from banks so long as the fund maintains 300% asset coverage. Over time, the SEC has acknowledged the existence of new types of investment practices that technically may be considered borrowings, but that may be permissible investment practices for a fund. The 1940 Act generally prohibits the Funds from issuing senior securities, although it provides allowances for certain borrowings and other investments, which would otherwise be viewed as issuing senior securities such as short sales or reverse repurchase agreements, if Fund assets are earmarked or segregated to cover such obligations. Currently, the Funds have two separate fundamental policies for borrowing and issuance of senior securities. The current fundamental policy regarding borrowing is more restrictive than the current practices permitted under the 1940 Act. As a result, it is proposed that the Funds adopt a more flexible single fundamental policy to address both borrowing and issuance of senior securities. This would permit the Funds to adapt to future developments in investment practices and changes in laws and regulations without the delay and cost of a shareholder meeting. PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying each Fund's current fundamental policy regarding borrowing and issuance of senior securities as a non-fundamental policy. The reclassification of each Fund's current fundamental policies to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 29 ITEM 4 (d) - FUNDAMENTAL POLICY REGARDING LENDING CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding lending.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Growth, SIMT Large Cap No Fund may make loans if, as a result, Value, SIMT Tax-Managed Large Cap, more than 33 1/3% of its total assets SIMT Mid-Cap, SIMT Small Cap Growth, would be lent to other parties, except SIMT Small Cap Value, SIMT Tax-Managed that each Fund may: (i) purchase or Small Cap, SIMT Core Fixed Income, hold debt instruments in accordance SIMT High Yield Bond, SIMT Real with its investment objective and Estate, SIT International Equity, SIT policies; (ii) enter into repurchase Emerging Markets Equity, SIT Emerging agreements; and (iii) lend its Markets Debt, STET Short Duration securities (for the STET Massachusetts Municipal, STET California Municipal Tax Free Money Market Fund, loan its Bond, STET Massachusetts Municipal portfolio securities, to the fullest Bond, STET New Jersey Municipal Bond, extent permitted under the 1940 Act, STET New York Municipal Bond and STET and any rules, regulations or order Massachusetts Tax Free Money Market thereunder). Funds All SAAT Funds No Fund may make loans if, as a result, more than 33 1/3% of its total assets would be loaned to other parties. SDIT Corporate Daily Income, SDIT No Fund may make loans, except that Short-Duration Government, SDIT each Fund may purchase or hold debt Intermediate-Duration Government, SDIT instruments in accordance with its GNMA, SDIT Government II, STET Tax investment objective(s) and policies Free, STET Institutional Tax Free, and may enter into repurchase STET California Tax Exempt, STET agreements, provided that repurchase Intermediate-Term Municipal, STET agreements maturing in more than seven Pennsylvania Municipal Bond and STET days, restricted securities and other Pennsylvania Tax Free Funds illiquid securities are not to exceed, in the aggregate, 10% of the Fund's net assets, except for the STET Intermediate-Term Municipal Fund, for which it cannot exceed 15% of the STET Intermediate-Term Municipal Fund's net assets. INDEX S&P 500 Index, INDEX Bond Index No Fund may make loans, except that and SIT International Fixed Income each Fund: (i) may enter into Funds repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the Fund's total assets; (ii) may engage in securities lending as described in its statement of additional information (as well as its prospectus for the SIT International Fixed Income Fund); and (iii) may purchase or hold debt instruments (securities for the SIT International Fixed Income Fund) in accordance with its investment objective(s) and policies.
30 PROPOSED FUNDAMENTAL POLICY. No Fund may make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to adopt fundamental policies regarding lending. Although the 1940 Act does not impose percentage limits on the amount that funds may lend, the 1940 Act prohibits funds from making loans to persons who control or are under common control with the funds, effectively prohibiting loans where conflicts of interest or undue influence are most likely present. It is proposed that the Funds adopt a more flexible fundamental policy. This fundamental lending policy would limit the Funds only as required by the 1940 Act, thereby permitting the Funds to adapt to future developments in investment practices and changes in laws and regulations without the delay and cost of a shareholder meeting. PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying each Fund's current fundamental policy regarding lending as a non-fundamental policy. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. ITEM 4 (e) - FUNDAMENTAL POLICY REGARDING PLEDGING AND MORTGAGING OF FUND ASSETS CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding pledging and mortgaging of Fund assets.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may pledge, mortgage or Short-Duration Government, SDIT hypothecate assets except to secure Intermediate-Duration Government, SDIT temporary borrowings permitted by a GNMA, SDIT Government II, INDEX S&P Fund's borrowing limitation described 500 Index, INDEX Bond Index, SIT above (or as described in its International Fixed Income, STET Tax prospectus for the SIT International Free, STET Institutional Tax Free, Fixed Income Fund and its statement of STET California Tax Exempt, STET additional information for the INDEX Intermediate-Term Municipal, STET S&P 500 Index and INDEX Bond Index Pennsylvania Municipal Bond and STET Funds) in aggregate amounts not to Pennsylvania Tax Free Funds exceed 10% of the net assets of such Fund taken at current value at the time of the incurrence of such loan, and as to the INDEX S&P 500 Index, in connection with stock index futures trading as provided in its statement of additional information.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy regarding pledging and mortgaging of Fund assets. As a result, it is proposed that the current fundamental policy be eliminated. 31 PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding pledging and mortgaging of Fund assets as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. ITEM 4 (f) - FUNDAMENTAL POLICY REGARDING CONTROL OF AN ISSUER CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding control of an issuer.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may invest in companies for the Short-Duration Government, SDIT purpose of exercising control. Intermediate-Duration Government, SDIT GNMA, SDIT Government II, INDEX S&P 500 Index, INDEX Bond Index, SIT International Fixed Income, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy regarding investing for the purpose of exercising control of an issuer. As a result, it is proposed that the current fundamental policy be eliminated. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding investment of Fund assets with the purpose of exercising control over an issuer as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 32 ITEM 4 (g) - FUNDAMENTAL POLICY REGARDING PURCHASE OF REAL ESTATE AND COMMODITIES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding purchase of real estate and commodities.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Growth, SIMT Large Cap No Fund may purchase or sell real Value, SIMT Tax-Managed Large Cap, estate, physical commodities, or SIMT Mid-Cap, SIMT Small Cap Growth, commodities contracts, except that each SIMT Small Cap Value, SIMT Tax-Managed Fund may purchase: (i) marketable Small Cap, SIMT Core Fixed Income, securities issued by companies which SIMT High Yield Bond, SIMT Real own or invest in real estate (including Estate, SIT International Equity, SIT real estate investment trusts), Emerging Markets Equity, SIT Emerging commodities, or commodities contracts; Markets Debt, STET Short Duration and (ii) commodities contracts relating Municipal, STET California Municipal to financial instruments, such as Bond, STET Massachusetts Municipal financial futures contracts and options Bond, STET New Jersey Municipal Bond on such contracts. and STET New York Municipal Bond Funds INDEX S&P 500 Index and INDEX Bond Index No Fund may purchase or sell real Funds estate, real estate limited partnership interests, physical commodities or commodities contracts. However, subject to its permitted investments, a Fund may purchase: (i) obligations issued by companies which invest in real estate, commodities or commodities contracts, and (ii) commodities contracts related to financial instruments, such as financial futures contracts. All SAAT Funds No Fund may purchase or sell real estate, physical commodities, or commodities contracts, except that each Fund may purchase commodities contracts relating to financial instruments, such as financial futures or index contracts and options on such contracts. SDIT Corporate Daily Income, SDIT No Fund may purchase or sell real Government II, SIT International Fixed estate, real estate limited partnership Income, SDIT Short-Duration Government, interests, commodities or commodities SDIT Intermediate-Duration Government contracts including (with the exception and SDIT GNMA Funds of the SIT International Fixed Income, SDIT Short-Duration Government, SDIT Intermediate-Duration Government and GNMA Funds) futures contracts. However, subject to its permitted investments, each Fund may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts.
33
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- STET Tax Free, STET Institutional Tax No Fund may purchase or sell real Free, STET California Tax Exempt, STET estate, real estate limited partnership Intermediate-Term Municipal, STET interests, commodities or commodities Pennsylvania Municipal Bond and STET contracts including futures contracts. Pennsylvania Tax Free Funds However, subject to its permitted investments, any Fund may invest in municipal securities or other obligations secured by real estate or other interests therein. STET Massachusetts Tax Free Money No Fund may purchase or sell real Market Fund estate, real estate limited partnership interests, commodities or commodities contracts including futures contracts. However, subject to its permitted investments, the Fund may: (a) invest in securities of issuers engaged in the real estate business or the business of investing in real estate (including interests in limited partnerships owning or otherwise engaging in the real estate business or the business of investing in real estate) and securities which are secured by real estate or interests therein; (b) hold or sell real estate received in connection with securities it holds or held; or (c) trade in futures contracts and options on futures contracts (including options on currencies) to the extent consistent with the Fund's investment objective and policies.
PROPOSED FUNDAMENTAL POLICY. No Fund may purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to adopt a fundamental policy regarding investment in real estate and commodities. The 1940 Act does not prohibit the Funds from purchasing commodities. It is the SEC staff's position that an interest in real estate includes non-marketable securities of companies whose assets consist substantially of real property and interests therein, including mortgages and other liens, but does not include securities of companies whose investments in real estate are incidental to another business. The 1940 Act does not restrict investment in marketable securities of issuers who invest in real estate (E.G., real estate investment trusts or REITs). It is proposed that the Funds adopt a more flexible fundamental policy. This fundamental policy regarding the purchase of real estate and commodities would limit the Funds only as required by the 1940 Act, thereby permitting the Funds to invest in real estate or commodities in the future as necessary to adapt to future developments in investment practices and changes in laws and regulations without the delay and cost of a shareholder meeting. 34 PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying each Fund's current fundamental policy regarding purchase of real estate and commodities as a non-fundamental policy. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. The Board of Trustees would be able to make changes to the non-fundamental policy in the future if deemed to be in the best interests of the Funds and their shareholders. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. ITEM 4 (h) - FUNDAMENTAL POLICY REGARDING SHORT SALES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding short sales.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may make short sales of Short-Duration Government, SDIT securities, maintain a short position Intermediate-Duration Government, SDIT or purchase securities on margin, GNMA, SDIT Government II, INDEX S&P except that the Trusts/Funds may obtain 500 Index, INDEX Bond Index, SIT short-term credits as necessary for the International Fixed Income, STET Tax clearance of security transactions and Free, STET Institutional Tax Free, as described in its prospectus for the STET California Tax Exempt, STET SIT International Fixed Income Fund. Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy regarding short sales. As a result, it is proposed that the current fundamental policy be eliminated. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding short sales as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. Accordingly, should Shareholders approve this Proposal, the Funds intend to adopt the non-fundamental policy described in Exhibit E. 35 ITEM 4 (i) - FUNDAMENTAL POLICY REGARDING UNDERWRITING OF SECURITIES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding underwriting of securities.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- All SAAT Funds, SIMT Large Cap Growth, No Fund may act as an underwriter of SIMT Large Cap Value, SIMT Tax-Managed securities of other issuers except as Large Cap, SIMT Mid-Cap, SIMT Small it may be deemed an underwriter in Cap Growth, SIMT Small Cap Value, SIMT selling a portfolio security. Tax-Managed Small Cap, SIMT Core Fixed Income, SIMT High Yield Bond, SIMT Real Estate, SIT International Equity, SIT Emerging Markets Equity, SIT Emerging Markets Debt, SIT International Fixed Income, STET Short Duration Municipal, SDIT Corporate Daily Income, SDIT Short-Duration Government, SDIT Intermediate-Duration Government, SDIT GNMA, SDIT Government II, INDEX S&P 500 Index, INDEX Bond Index, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond, STET Pennsylvania Tax Free, STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond, STET New York Municipal Bond and STET Massachusetts Tax Free Money Market Funds
PROPOSED FUNDAMENTAL POLICY. No Fund may underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to adopt a fundamental policy regarding underwriting of securities. The SEC staff generally takes the position that funds should not engage in the business of underwriting securities. It is proposed that the Funds adopt a more flexible fundamental policy. While the Funds' current fundamental policy has not affected the Funds' investments in the past, its replacement with a more flexible fundamental policy could provide investment flexibility in the future. This would permit the Funds to adapt to future developments in investment practices and changes in laws and regulations without the delay and cost of a shareholder meeting. Accordingly, should Shareholders approve this Proposal, the fundamental policy set forth above will take effect. 36 ITEM 4 (j) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN SECURITIES OF OTHER INVESTMENT COMPANIES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investments in securities of other investment companies.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may purchase securities of Short-Duration Government, SDIT other investment companies; provided Intermediate-Duration Government and that all Funds may purchase such SDIT GNMA Funds securities as permitted by the 1940 Act and the rules and regulations thereunder but, in any event, such Funds may not purchase securities of other open-end investment companies. INDEX S&P 500 Index, INDEX Bond Index No Fund may purchase securities of and SIT International Fixed Income other investment companies except as Funds permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. STET Tax Free, STET Institutional Tax No Fund may purchase securities of Free, STET California Tax Exempt, STET other investment companies, except that Intermediate-Term Municipal, STET the STET Intermediate-Term Municipal, Pennsylvania Municipal Bond and STET STET Pennsylvania Municipal Bond and Pennsylvania Tax Free Funds STET Pennsylvania Tax Free Funds may only purchase securities of money market funds, as permitted by the 1940 Act and the rules and regulations thereunder.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy regarding investments in securities of other investment companies. As a result, it is proposed that the current fundamental policy be eliminated. The Funds are limited in their ability to invest in shares of other investment companies by Section 12(d)(1) of the 1940 Act and by Rule 2a-7 governing money market funds. The 1940 Act generally limits a Fund to: (i) purchasing 3% of the total outstanding voting stock of a single other investment company; (ii) investing 5% of its total assets in the securities of a single other investment company; and (iii) investing 10% of its total assets in securities of all other investment companies. Rule 2a-7 imposes additional limitations on money market funds' investments in other investment companies because Rule 2a-7 limits fund investments, for money market funds, to high quality instruments that present minimal credit risk. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding investments in securities of other investment companies as a non-fundamental policy. By reclassifying the fundamental policy to non-fundamental, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. Accordingly, should Shareholders approve this Proposal, the Funds intend to adopt the non-fundamental policy described in Exhibit E. 37 ITEM 4 (k) - ELIMINATE POLICY REGARDING THE INVESTING IN ISSUERS WHEN SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investing in issuers when securities are owned by officers and Trustees.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may purchase or retain Short-Duration Government, SDIT securities of an issuer if, to the Intermediate-Duration Government, SDIT knowledge of the Trust, an officer, GNMA, SDIT Government II, INDEX S&P trustee, partner or director of the 500 Index, INDEX Bond Index, SIT Trust or any investment adviser of the International Fixed Income, STET Tax Trust owns beneficially more than 1/2 Free, STET Institutional Tax Free, of 1% of the shares or securities of STET California Tax Exempt, STET such issuer and all such officers, Intermediate-Term Municipal, STET trustees, partners and directors owning Pennsylvania Municipal Bond and STET more than 1/2 of 1% of such shares or Pennsylvania Tax Free Funds securities together own more than 5% of such shares or securities.
PROPOSED FUNDAMENTAL POLICY. None. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares, and there is no comparable requirement under the 1940 Act. It is proposed that the fundamental policy regarding investments in issuers when officers or Trustees of the Trust own securities of such issuer for each Fund be eliminated. The elimination of this fundamental policy will maximize each Fund's investment flexibility. ITEM 4 (l) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN "UNSEASONED ISSUERS" CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investments in "unseasoned issuers."
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may purchase securities of any Short-Duration Government, SDIT company which has (with predecessors) a Intermediate-Duration Government, SDIT record of less than three years GNMA, SDIT Government II, STET Tax continuing operations, except: (i) Free, STET Institutional Tax Free, obligations issued or guaranteed by the STET California Tax Exempt, STET U.S. Government, its agencies or Intermediate-Term Municipal, STET instrumentalities; or (ii) municipal Pennsylvania Municipal Bond and STET securities which are rated by at least Pennsylvania Tax Free Funds two nationally recognized municipal bond rating services (or determined by the adviser or sub-adviser to be of "high quality" for the STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds) if, as a result, more than 5% of the total assets (taken at fair market value and current value for the STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds) would be invested in such securities.
38
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIT International Fixed Income, INDEX No Fund may purchase securities of any S&P 500 Index and INDEX Bond Index company which has (with predecessors) a Funds record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities.
PROPOSED FUNDAMENTAL POLICY. None. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares, and there is no comparable requirement under the 1940 Act. It is proposed that the fundamental policy regarding investments in "unseasoned issuers" for each Fund be eliminated. The elimination of this fundamental policy will maximize each Fund's investment flexibility, but is not intended to change the Funds' current operating policies. ITEM 4 (m) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN OPTIONS CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investments in options.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may purchase warrants, puts, Short-Duration Government, SDIT calls, straddles, spreads or Intermediate-Duration Government, SDIT combinations thereof, except that the GNMA, SDIT Government II, INDEX S&P 500 Intermediate-Duration Government and Index and INDEX Bond Index Funds GNMA Funds may invest in options on futures contracts. STET Tax Free, STET Institutional Tax No Fund may purchase warrants, puts, Free, STET California Tax Exempt, STET calls, straddles, spreads or Intermediate-Term Municipal, STET combinations thereof, except as Pennsylvania Municipal Bond and STET permitted by its statement of Pennsylvania Tax Free Funds additional information.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not required to adopt a fundamental policy regarding investments in options. As a result, it is proposed that the current fundamental policy be eliminated. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's fundamental policy regarding investments in options as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 39 ITEM 4 (n) - FUNDAMENTAL POLICY REGARDING INVESTMENT IN OIL AND GAS CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investment in oil and gas.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- All SAAT Funds, SIMT Large Cap Growth, No Fund may invest in interests in oil, SIMT Large Cap Value, SIMT Tax-Managed gas, or other mineral exploration or Large Cap, SIMT Mid-Cap, SIMT Small development programs and oil, gas or Cap Growth, SIMT Small Cap Value, SIMT mineral leases. Core Fixed Income, SIMT High Yield Bond, SIT International Equity, SIT Emerging Markets Equity, SIT Emerging Markets Debt, SIT International Fixed Income, STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond and STET New York Municipal Bond Funds SDIT Corporate Daily Income, SDIT No Fund may invest in interests in oil, Short-Duration Government, SDIT gas or other mineral exploration or Intermediate-Duration Government, SDIT development programs. The STET GNMA, SDIT Government II, INDEX S&P Institutional Tax Free and STET 500 Index, INDEX Bond Index, STET Tax California Tax Exempt Funds may not Free, STET Intermediate-Term invest in oil, gas or mineral leases. Municipal, STET Pennsylvania Municipal Bond, STET Pennsylvania Tax Free, STET Institutional Tax Free and STET California Tax Exempt Funds
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy regarding investment in oil and gas. As a result, it is proposed that the current fundamental policy be eliminated. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding investment in oil and gas as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 40 ITEM 4 (o) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN ILLIQUID AND RESTRICTED SECURITIES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's current fundamental policy regarding investments in illiquid and restricted securities.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT Corporate Daily Income, SDIT No Fund may purchase restricted Short-Duration Government, SDIT securities (securities which must be Intermediate-Duration Government, SDIT registered under the Securities Act of GNMA, SDIT Government II, INDEX S&P 1933 before they may be offered or sold 500 Index, INDEX Bond Index and SIT to the public) or other illiquid International Fixed Income Funds securities except as described in its prospectus and statement of additional information (and as described in its statement of additional information for the INDEX S&P 500 Index and INDEX Bond Index Funds).
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is based on requirements imposed by the administrators of securities laws in various states. However, federal legislation passed in 1996 preempted substantive state regulation of mutual funds and the sale of their shares. The 1940 Act does not currently require the Funds to have a fundamental policy restricting investment in illiquid or restricted securities. As a result, it is proposed that the current fundamental policy be eliminated. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved amending the fundamental policy regarding investments in illiquid and restricted securities, by eliminating the restrictions for purchase of restricted securities and clarifying the policy for purchase of illiquid securities, and reclassifying it as a non-fundamental policy. Eliminating restrictions for purchase of restricted securities would provide the Funds with additional flexibility. The exception to securities registration requirements added by Rule 144A under the Securities Act of 1933 permits trading of restricted securities among institutional investors, such as the Funds, and this has created active markets in restricted securities, allowing certain restricted securities to be considered liquid under guidelines established by the Board of Trustees. In addition, making the restrictions on illiquid securities non-fundamental would give the Funds more flexibility in responding to changing regulatory requirements. For example, a number of years ago, the SEC permitted non-money market funds to increase the percentage of their assets that could be invested in illiquid securities from 10% to 15%. Should the SEC change its policy again, or should market conditions permit a change in this policy, it would be advantageous to the Funds to be able to make a change without the delay and cost of a shareholder meeting. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. 41 ITEM 4 (p) - FUNDAMENTAL POLICY MAKING ALL INVESTMENT LIMITATIONS IN PROSPECTUS FUNDAMENTAL CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's fundamental policy making all investment limitations in its prospectus fundamental.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SIMT Large Cap Value, SIMT Large Cap Each Fund's investment limitations in Growth, SIMT Tax-Managed Large Cap, its respective prospectus(es) are SIMT Small Cap Value, SIMT Small Cap fundamental. Growth, SIMT Tax-Managed Small Cap, SIMT Mid-Cap, SIMT Core Fixed Income, SIMT High Yield Bond, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds
PROPOSED FUNDAMENTAL POLICY. None. It is proposed that the Funds' fundamental policy making the Funds' investment limitations in their prospectuses fundamental be eliminated. This proposed change, however, will not result in the elimination of those fundamental policies that are required to be fundamental under the 1940 Act. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not required to adopt a policy requiring that all of its investment limitations in their prospectuses be classified as fundamental. Management believes that the current policy is unduly restrictive and may effectively prevent the Funds from taking advantage of new investment opportunities that are potentially beneficial to shareholders and available to other mutual funds. The proposed new policy would enable the Funds to make changes in policies in response to new market conditions or changes in the regulatory environment, subject to Board approval. If this change is approved, the Board of Trustees may take appropriate and timely action to amend, as necessary, and without the expense and delay associated with a shareholder meeting, the Funds' policies in the event any regulatory changes occur or new types of investments become available. ITEM 4 (q) - FUNDAMENTAL POLICY REQUIRING THAT AT LEAST 65% OF THE FUND'S ASSETS BE INVESTED IN PARTICULAR TYPES OF SECURITIES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's fundamental policy that requires the Fund to invest at least 65% of its assets in particular types of securities.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- SDIT GNMA Fund The Fund may not invest less than 65% of its assets in GNMA securities.
PROPOSED FUNDAMENTAL POLICY. None. It is proposed that the Fund's fundamental policy that requires the Fund to invest at least 65% of its assets in particular types of securities be eliminated. ANALYSIS OF PROPOSED CHANGES. Pursuant to Rule 35d-1 under the 1940 Act, a fund is required to adopt a policy to invest, under normal circumstances, at least 80% of the value of its assets in particular types of investments, in investments in a particular industry, or investments in a particular country or geographic region, as suggested by its name. This policy may either be a fundamental policy or the fund may adopt a non-fundamental policy coupled with a policy to provide fund shareholders with at least 60 days' prior notice of any change in this policy. The Fund 42 has adopted a policy to invest its assets as required under the 1940 Act, and to provide shareholders with at least 60 days' prior notice of any change to its policy. Management believes that the current policy is unduly restrictive and this policy may effectively prevent the Board of Trustees from taking appropriate and timely action to amend, as necessary, and without the expense and delay associated with a shareholder meeting, the Fund's policy in the event that any regulatory changes occur or new types of investments become available. The Fund will continue to invest its assets consistent with the requirements of Rule 35d-1. ITEM 4 (r) - FUNDAMENTAL POLICY REQUIRING THE MUNICIPAL FUNDS TO BE FULLY INVESTED IN OBLIGATIONS WHICH PRODUCE INTEREST THAT IS EXEMPT FROM BOTH FEDERAL AND STATE INCOME TAXES CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's fundamental policy that requires a Fund to be fully invested in obligations which produce interest that is exempt from both federal and state income taxes.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- STET California Municipal Bond Fund The Fund must be fully invested in obligations which produce interest that is exempt from both Federal and California state income taxes. STET Massachusetts Municipal Bond Fund The Fund must be fully invested in obligations which produce interest that is exempt from both Federal and Massachusetts state income taxes. STET New Jersey Municipal Bond Fund The Fund must be fully invested in obligations which produce interest that is exempt from both Federal and New Jersey state income taxes. STET New York Municipal Bond Fund The Fund must be fully invested in obligations which produce interest that is exempt from both Federal and New York state and city income taxes. STET Pennsylvania Municipal Bond Fund The Fund must be fully invested in obligations which produce interest that is exempt from both Federal and Pennsylvania state income taxes.
PROPOSED FUNDAMENTAL POLICY. The chart below describes each applicable Fund's proposed fundamental policy.
FUNDS PROPOSED FUNDAMENTAL POLICY ----- -------------------------- STET California Municipal Bond Fund At least 80% of its net assets is invested in obligations which produce interest that is exempt from both Federal and California state income taxes. STET Massachusetts Municipal Bond Fund At least 80% of its net assets is invested in obligations which produce interest that is exempt from both Federal and Massachusetts state income taxes. STET New Jersey Municipal Bond Fund At least 80% of its net assets is invested in obligations which produce interest that is exempt from both Federal and New Jersey state income taxes.
43
FUNDS PROPOSED FUNDAMENTAL POLICY ----- -------------------------- STET New York Municipal Bond Fund At least 80% of its net assets is invested in obligations which produce interest that is exempt from both Federal and New York state and city income taxes. STET Pennsylvania Municipal Bond Fund At least 80% of its net assets is invested in obligations which produce interest that is exempt from both Federal and Pennsylvania state income taxes.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, a fund with a name that suggests that its distributions are exempt from both Federal and state income tax, such as the STET California Tax Exempt Fund, must have a fundamental policy to invest, under normal circumstances, either: (i) at least 80% of the value of its assets in investments the income from which is exempt from both Federal income tax and the income tax of the named state; or (ii) invest its assets so that at least 80% of the income that it distributes will be exempt from both Federal income tax and the income tax of the named state. The Funds' current policy is more restrictive in that it requires that all of the Funds' assets be invested in obligations that produce income that is exempt from both Federal and state income taxes. As a result, it is proposed that the Funds' investment policy be amended to provide the Funds more flexibility. However, it is not expected that the changes in this fundamental policy will materially change the manner in which the Funds are managed. ITEM 4 (s) - FUNDAMENTAL POLICY THAT THE FUNDS MUST ABIDE BY THEIR MATURITY RESTRICTIONS AND INVEST SOLELY IN INVESTMENTS PERMITTED BY THEIR PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's fundamental policy that requires a Fund to abide by its maturity restrictions and invest solely in investments permitted by its prospectus and statement of additional information.
FUNDS CURRENT FUNDAMENTAL POLICY ----- -------------------------- STET Intermediate-Term Municipal and The Fund must abide by its maturity STET Pennsylvania Municipal Bond Funds restrictions and invest solely in the permitted investments in its statement of additional information and prospectuses.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a non-fundamental policy as discussed below. ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not required to adopt a fundamental policy requiring the Funds to abide by maturity restrictions and to invest solely in investments permitted by their prospectus and statement of additional information. Management believes that the current policy is unduly restrictive and may effectively prevent the Funds from taking advantage of new investment opportunities that are potentially beneficial to shareholders and available to other mutual funds. The proposed new policy would enable the Funds to make changes in policies in response to new market conditions or changes in the regulatory environment, subject to Board approval. If this change is approved, the Board of Trustees may take appropriate and timely action to amend, as necessary, and without the delay and cost of a shareholder meeting, the Funds' policies in the event any regulatory changes occur or new types of investments become available. PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the current fundamental policy, the Board has approved reclassifying each Fund's current fundamental policy regarding investing solely in investments permitted by its prospectus and statement of additional information and abiding by its maturity 44 restriction as a non-fundamental policy. By reclassifying the fundamental policy to a non-fundamental policy, the Funds would be able to make a change to the non-fundamental policy without the delay and cost of a shareholder meeting. The reclassification of each Fund's current fundamental policy to a non-fundamental policy is not expected to affect the management of the Fund. Accordingly, should Shareholders approve this Proposal, the non-fundamental policy described in Exhibit E will take effect. ITEM 4 (t) - FUNDAMENTAL POLICY THAT THE FUND MAY ONLY PURCHASE SECURITIES WITH A REMAINING MATURITY OF 365 DAYS OR LESS CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable Fund's fundamental policy that requires the Fund to only purchase securities with a remaining maturity of 365 days or less.
FUND CURRENT FUNDAMENTAL POLICY ----- -------------------------- SLAT Prime Obligation Fund The Fund may only purchase securities with a remaining maturity of 365 days or less.
PROPOSED FUNDAMENTAL POLICY. None. ANALYSIS OF PROPOSED CHANGES. Rule 2a-7 under the 1940 Act currently requires money market funds, such as the SLAT Prime Obligation Fund, to limit their investments to securities with remaining maturities of 397 days or less, and maintain a dollar-weighted average maturity of 90 days or less. The Fund's current fundamental policy is more restrictive than the 1940 Act and Rule 2a-7 currently require. As a result, it is proposed that the current fundamental policy be eliminated. The Fund will continue to be subject to the requirements of Rule 2a-7. TRUSTEES' CONSIDERATIONS. In unanimously approving the elimination or reclassification of the Funds' fundamental policies and restrictions, the Trustees considered the flexibility that the Funds would have under the proposed fundamental policies. In particular, the Trustees considered that the Funds would be able to adapt to future developments in investment practices and changes in laws and regulations without the delay and cost of a shareholder meeting. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" EACH ITEM OF PROPOSAL 4. INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS PricewaterhouseCoopers LLP ("PwC") serves as the independent registered public accounting firm for SAAT, SLAT, SIMT and SIT, and Ernst & Young LLP ("E&Y") serves as the independent registered public accounting firm for INDEX, STET and SDIT. PwC conducts annual audits of the respective Trusts' financial statements, reviews the respective Trusts' filings with the SEC, and consults with the respective Trusts as to matters of accounting and federal and state income taxation. E&Y audits the respective Trusts' financial statements, assists in the preparation of the respective Trusts' filings with the SEC, and consults with the respective Trusts as to matters of accounting and federal and state income taxation. Representatives of PwC and E&Y are not expected to be present at the Meeting, but have been given an opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. 45 AUDIT FEES. Below are the aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC and E&Y to the respective Trusts for which they serve as an independent registered public accounting firm for the audit of the Trusts' annual financial statements or services that are normally provided by PwC and E&Y in connection with statutory and regulatory filings or engagements for those years.
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR - ----- ------------------------------- -------------------------------- SEI Liquid Asset Trust $25,300 for June 30, 2004 $33,575 for June 30, 2003 SEI Tax Exempt Trust $138,300 for August 31, 2003 $127,000 for August 31, 2002 SEI Daily Income Trust $128,000 for January 31, 2004 $115,500 for January 31, 2003 SEI Index Funds $27,600 for March 31, 2004 $23,100 for March 31, 2003 SEI Asset Allocation Trust $100,220 for March 31, 2004 $45,550 for March 31, 2003 SEI Institutional $135,140 for September 30, 2003 $148,700 for September 30, 2002 Managed Trust SEI Institutional $100,450 for September 30, 2003 $86,500 for September 30, 2002 International Trust
AUDIT-RELATED FEES. Below are the aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by PwC and E&Y to the respective Trusts for which they serve as an independent registered public accounting firm that are reasonably related to the performance of the audit of the Trusts' financial statements and are not reported under "Audit Fees" above.
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR - ----- ------------------------------- -------------------------------- SEI Liquid Asset Trust $262,502* for June 30, 2004 $0 for June 30, 2003 SEI Tax Exempt Trust $0 for August 31, 2003 $0 for August 31, 2002 SEI Daily Income Trust $0 for January 31, 2004 $0 for January 31, 2003 SEI Index Funds $0 for March 31, 2004 $0 for March 31, 2003 SEI Asset Allocation Trust $108,007* for March 31, 2004 $0 for March 31, 2003 SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 Managed Trust SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 International Trust
- ---------- * Includes fees for the examination of the design of SEI's Anti-Money Laundering Program framework; 404 readiness assistance for SEI; and agreed upon procedures related to the requirement to perform an independent audit pursuant to Section 352 of the USA PATRIOT Act for the Funds. 46 Below are the aggregate fees billed by PwC and E&Y for services rendered to: (i) SIMC or to any entity controlling, controlled by or under common control with SIMC that provides ongoing services to SLAT, STET, SDIT, INDEX, SAAT, SIMT and SIT; (ii) Wellington Management or to any entity controlling, controlled by or under common control with Wellington Management that provides ongoing services to SDIT; (iii) Standish Mellon or to any entity controlling, controlled by or under common control with Standish Mellon that provides ongoing services to INDEX; and (iv) WPG or to any entity controlling, controlled by or under common control with WPG that provides ongoing services to STET (collectively referred to herein as "Affiliated Service Providers").
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR - ----- ------------------------------- -------------------------------- SEI Liquid Asset Trust $0 for June 30, 2004 $0 for June 30, 2003 SEI Tax Exempt Trust $0 for August 31, 2003 $0 for August 31, 2002 SEI Daily Income Trust $0 for January 31, 2004 $0 for January 31, 2003 SEI Index Funds $0 for March 31, 2004 $0 for March 31, 2003 SEI Asset Allocation $0 for March 31, 2004 $2,964* for March 31, 2003 Trust SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 Managed Trust SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 International Trust
- ---------- * Includes fees for services relating to State tax consequences of proposed SIMC restructuring. TAX FEES. PwC and E&Y did not render any tax compliance, tax advice or tax planning services to the Trusts for the two most recently completed fiscal years. PwC and E&Y did not render any such tax services to Affiliated Service Providers, which engagements relate directly to the operations and financial reporting of the Trusts for the two most recently completed fiscal years. ALL OTHER FEES. PwC and E&Y did not bill for other products and services, other than the services reported above, for each Trust's two most recently completed fiscal years. PwC and E&Y did not render other services to Affiliated Service Providers, which engagements relate directly to the operations and financial reporting of the Trusts for the Trusts' two most recently completed fiscal years. AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of this Proxy Statement, the Audit Committee has not adopted pre-approval policies and procedures. As a result, all services provided by PwC and E&Y must be directly pre-approved by the Audit Committee. 47 AGGREGATE NON-AUDIT FEES. Below are the aggregate non-audit fees billed in each of the last two fiscal years by PwC and E&Y for services rendered to the respective Trusts for which they serve as an independent registered public accounting firm and the respective Trust's Affiliated Service Providers.
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR - ----- ------------------------------- -------------------------------- SEI Liquid Asset Trust $691,419 for June 30, 2004 $0 for June 30, 2003 SEI Tax Exempt Trust $250,000 for August 31, 2003(1) $0 for August 31, 2002 SEI Daily Income Trust $60,000 for January 31, 2004(2) $250,000 for January 31, 2003(1) SEI Index Funds $60,000 for March 31, 2004(2) $250,000 for March 31, 2003(1) SEI Asset Allocation Trust $496,752 for March 31, 2004 $2,964 for March 31, 2003 SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 Managed Trust SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002 International Trust
- ---------- (1) Services were related to the preparation of third-party compliance reports for certain Affiliated Service Providers. (2) Services were related to the preparation of a SAS-70 report on certain Affiliated Service Providers' operations. BOARD CONSIDERATION OF NON-AUDIT SERVICES. During the past fiscal year, all non-audit services provided by PwC and E&Y to any Affiliated Service Providers were pre-approved by the Trusts' Audit Committee. Included in the Audit Committee's pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining PwC's and E&Y's independence, respectively. 48 GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS INFORMATION ABOUT OFFICERS OF THE TRUSTS. The chart below provides basic information about each Trust's current officers. The mailing address of each officer is One Freedom Valley Drive, Oaks, PA 19456.
NUMBER OF FUNDS IN THE FUND POSITION TERM OF OFFICE PRINCIPAL OCCUPATION COMPLEX WITH THE AND LENGTH OF DURING THE TO BE NAME AND AGE TRUSTS TIME SERVED PAST FIVE YEARS OVERSEEN - ------------ ------------ ------------------- ---------------------------------------- -------- Edward D. President No set term; Executive Vice President and 68 Loughlin; 53 and Chief served SEI President--Asset Management Division of Executive Daily Income SEI since 1993. Director and President Officer Trust since 1982; of SIMC since 2004. Chief Executive SEI Asset Officer of SEI Investments Fund Allocation Trust Management and Director of SEI since 1995; SEI Investments Distribution Co. since 2003. Index Funds since Executive Vice President of SEI 1985; SEI Investments Fund Management, 1994-2003. Institutional Executive Vice President of SIMC, International Trust 1994-2004. since 1988; SEI Institutional Managed Trust since 1986; SEI Liquid Asset Trust since 1995; SEI Tax Exempt Trust since 1982. Timothy D. Vice No set term; served General Counsel and Secretary of SIMC 68 Barto; 36 President since 1999. and SEI Investments Fund Management and since 2004. Vice President of SIMC and Secretary SEI Investments Fund Management since 2001. Vice President and Assistant Secretary of SEI since 2001. Assistant Secretary of SIMC, SEI Investments Fund Management and SEI Investments Distribution Co. and Vice President of SEI Investments Distribution Co., 1999-2003. Associate, Dechert Price & Rhoads (law firm), 1997-1999.
49
NUMBER OF FUNDS IN THE FUND POSITION TERM OF OFFICE PRINCIPAL OCCUPATION COMPLEX WITH THE AND LENGTH OF DURING THE TO BE NAME AND AGE TRUSTS TIME SERVED PAST FIVE YEARS OVERSEEN - ------------ ------------ ------------------- ---------------------------------------- -------- Lydia A. Vice No set term; Vice President and Assistant Secretary 68 Gavalis; 40 President served since of SEI and SIMC since 1998. Assistant and 1998. Secretary of SEI Investments Fund Assistant Management since 1998. Vice President of Secretary SEI Investments Fund Management and SEI Investments Distribution Co. and Assistant Secretary of SEI Investments Distribution Co., 1998-2003. Christine M. Vice No set term; Vice President and Assistant Secretary 68 McCullough; 43 President served since of SEI since 2000. Vice President and and 1999. Assistant Secretary of SIMC since 1999. Assistant Vice President and Assistant Secretary Secretary of SEI Investments Fund Management and SEI Investments Distribution Co., 1999-2003. Associate, White and Williams LLP (law firm), 1991-1999. William E. Vice No set term; Assistant Secretary of SIMC and SEI 68 Zitelli, Jr.; 36 President served since Investments Fund Management since 2000. and 2001. Vice President and Assistant Secretary Assistant of SEI since 2000. Vice President of Secretary SIMC, SEI Investments Fund Management and SEI Investments Distribution Co. and Assistant Secretary of SEI Investments Distribution Co., 2000-2003. Vice President, Merrill Lynch & Co. Asset Management Group, 1998-2000. John Munera; 41 Vice No set term; Global AML Compliance Officer at SEI 68 President served since since March 2002. Middle Office and 2002. Compliance Officer at SEI, July 2000 to Assistant December 2002. Supervising Examiner at Secretary Federal Reserve Bank of Philadelphia, 1998-2000. Peter (Pedro) A. Controller No set term; Director, Fund Accounting and 68 Rodriguez; 42 and Chief served since Administration, SEI Investments Global Financial 2003. Funds Services, March 1997 to April 2002 Officer and September 2002 to present. Vice President, Fund Administration, BlackRock Financial Management, April 2002 to September 2002. John J. McCue; 41 Vice No set term; Director of Portfolio Implementations 68 President served since for SIMC, August 1995 to present. 2004. Managing Director of Money Market Investments for SIMC, January 2003 to present. Thomas D. Chief Not set term; Chief Compliance Officer and Assistant 68 Jones; 39 Compliance served since Secretary of SIMC since March 2004. Officer 2004. First Vice President, Merrill Lynch Investment Managers (Americas), 1992-2004.
50 TRUSTEE AND OFFICER FUND OWNERSHIP. As of June 30, 2004, each Trust's Trustees and officers, collectively, owned less than one percent (1%) of the outstanding shares of each Fund. DISTRIBUTION. SEI Investments Distribution Co., located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, a wholly-owned subsidiary of SEI, acts as the distributor of the Funds, and is an affiliate of SIMC. FUND TRANSACTIONS. The Bond Index Fund of INDEX, the Short-Duration Government, Intermediate-Duration Government, GNMA and Corporate Daily Income Funds of SDIT, and the California Tax Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds of STET did not pay any brokerage commissions to an affiliate during their last fiscal year. ADMINISTRATOR. SEI Investments Fund Management ("SIFM"), located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Funds' administrator and is a wholly-owned subsidiary of SEI and an affiliate of SIMC. The chart below provides the fees paid by the Bond Index Fund of INDEX, the Short-Duration Government, Intermediate-Duration Government, GNMA and Corporate Daily Income Funds of SDIT, and the California Tax Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds of STET to SIFM for administration services for each Fund's last fiscal year.
FUND FEES PAID TO SIFM - ---- ----------------- INDEX Bond Index Fund $230,000 (after waiver of $57,000) SDIT Short-Duration Government Fund $1,163,000 (after waiver of $35,000) SDIT Intermediate-Duration Government Fund $574,000 SDIT GNMA Fund $1,052,000 SDIT Corporate Daily Income Fund $895,000 (after waiver of $335,000) STET California Tax Exempt Fund $64,000 (after waiver of $9,000) STET Tax Free Fund $0 STET Institutional Tax Free Fund $3,913,000 (after waiver of $1,403,000) STET Pennsylvania Tax Free Fund $152,000 (after waiver of $40,000)
5% SHAREHOLDERS. As of August 17, 2004, the following persons were the only persons who were record owners or, to the knowledge of the Funds, were beneficial owners of 5% or more of each Fund's outstanding shares. The Funds believe that most of the shares referred to above were held by the below persons in accounts for their fiduciary, agency, or custodial customers.
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI LIQUID ASSET TRUST TREASURY SECURITIES FUND Mitchell Sinkler & Starr 10,156,573.0000 26.70% Attn: Andy Alamia Two Penn Center Plaza Suite 1320 Philadelphia, PA 19102
51
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ City National Bank as Fiduciary 7,604,944.8700 19.99% for Various Accounts Attn: Trust Ops/Mutual Funds P.O. Box 60520 Los Angeles, CA 90060-0520 SEI Private Trust Company 5,413,421.3600 14.23% c/o SEI Corporation P.O. Box 1100 Oaks, PA 19456-1100 Professional Investment Management, Inc. 4,608,448.0700 12.11% Agent For Various Owners Specifically Identified on SEI Trust 3000 ID's 611,613,617 3455 Mill Run Dr. Suite 311 Hilliard, OH 43026-9082 National City Trust Money 3,929,096.6200 10.33% Market/5312 410 West 150th St Cleveland, OH 44135 PRIME OBLIGATION FUND SEI Private Trust Company 640,334,518.7230 74.61% c/o SEI Corporation P.O. Box 1100 Oaks, PA 19456-1100 SEI TAX EXEMPT TRUST SHORT DURATION MUNICIPAL FUND SEI Private Trust Company 3,552,949.9830 57.20% One Freedom Valley Drive Oaks, PA 19456 SEI Asset Allocation Trust Tax-Managed 1,007,152.4810 16.21% Conservative Strategy Fund Attn: Jack McCue One Freedom Valley Drive Oaks, PA 19456 SEI Asset Allocation Trust Tax-Managed 576,615.8400 9.28% Moderate Strategy Fund Attn: Jack McCue IMU One Freedom Valley Drive Oaks, PA 19456
52
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Investments Company 503,262.6590 8.10% Attn: Robert Silvestri Seed Money One Freedom Valley Drive Oaks, PA 19456 SEI Asset Allocation Trust Tax-Managed 489,584.6310 7.88% Defensive Strategy Fund Attn: Jack McCue One Freedom Valley Drive Oaks, PA 19456 MASSACHUSETTS MUNICIPAL BOND FUND SEI Private Trust Company 3,668,753.0740 91.94% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 226,001.0420 5.66% c/o HDCM Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 MASSACHUSETTS MUNICIPAL BOND FUND - CLASS B SEI Private Trust Company 57,821,981.7000 91.82% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 Reich & Tang Services Inc. 5,002,250.9200 7.94% FBO Various Customers 600 Fifth Avenue New York, NY 10020-2302 TAX-FREE FUND SEI Private Trust Company 348,822,816.0700 44.16% c/o SEI Corporation P.O. Box 1100 Oaks, PA 19456-1100 Naidot & Co. 335,216,669.0000 42.44% c/o Bessemer Trust Company Attn: Peter Scully 630 Fifth Avenue, 38th Floor New York, NY 10111-0100
53
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ TAX FREE FUND - CLASS B SEI Trust 115,372,443.5000 43.57% c/o Chevy Chase Trust One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 38,198,536.5400 14.43% One Freedom Valley Drive Oaks, PA 19456 Muir & Co. 20,873,944.1200 7.88% c/o Frost National Bank P.O. Box 2479 San Antonio, TX 78298-2479 SEI Private Trust Company 20,207,924.2500 7.63% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 16,852,940.5000 6.36% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 INSTITUTIONAL TAX-FREE FUND SEI Private Trust Company 153,576,132.4600 17.93% Attn: April Johnson/Maureen Burns One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 54,100,653.4600 6.32% c/o UBS Paine Webber Attn Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456 Kanaly Trust Company 52,718,151.0000 6.15% Attn: Meghan Arnold 4550 Post Oaks Place, Suite 139 Houston, TX 77027-3163 Lasalle National Trust, NA 50,737,273.6300 5.92% P.O. Box 1443 Chicago, IL 60690-1443
54
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ First Union National Bank Customer FBO 45,791,277.3400 5.35% (Old FFB Accts) A/C 9888888881 1525 W Wt harris Blvd CMG NC 1151 Charlotte, NC 28262-8522 INSTITUTIONAL TAX FREE FUND - CLASS C Citizens Bank - MA 4,667,995.8600 19.13% Cash Management Operations 1 Citizens Drive Riverside, RI 02915-3019 Sterling Bank 4,441,339.6600 18.20% Attn: Joe Klingen 15000 Northwest Freeway Houston, TX 77040-3299 The Bancorp Com Bank 2,635,205.3000 10.80% Attn: Kim Walke 405 Silverside Rd Wilmington, DE 19809-1768 First Victoria National Bank 1,912,581.6700 7.84% Attn: Grace Pantel P.O. Box 1338 Victoria, TX 77902-1338 Brenham National Bank 1,504,533.4500 6.17% Attn: Operations Department P.O. Box 2568 Brenham, TX 77834-2568 SEI Private Trust Company 1,410,216.9500 5.78% Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456 Monroe County Bank 1,344,529.0300 5.51% Attn: Financial Management Services 120 E. Kirkwood Ave Bloomington IN 47408-3551
55
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ CALIFORNIA TAX-EXEMPT FUND SEI Private Trust Company 6,354,983.9000 29.10% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 5,027,915.3800 23.02% c/o Laird Norton Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 CA Tax Free Fund Inc Fund 5,009,299.0000 22.94% Attn: Shawn McCafferty 2 Avenue de Lafayette 4 North Boston, MA 02111-1724 Kanaly Trust Company 2,932,015.0000 13.43% Attn: Meghan Arnold 4550 Post Oak Place, Suite 139 Houston, TX 77027 SEI Private Trust Company 1,477,737.7600 6.77% Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456 CALIFORNIA TAX EXEMPT FUND - CLASS C North Valley Bancorp 405,226.6300 88.58% Attn: Liz Gowen 1327 South St Redding, CA 96001-1979 First National Bank 52,231.6600 11.42% 5900 LA Place CT Ste 200 Carlsbad, CA 92008-8832 INTERMEDIATE TERM MUNICIPAL FUND SEI Private Trust Company 68,811,474.1400 83.33% One Freedom Valley Drive Oaks, PA 19456
56
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 4,671,056.8060 5.66% One Freedom Valley Drive Oaks, PA 19456 PENNSYLVANIA MUNICIPAL BOND FUND Sheldon & Co 1,991,900.0500 42.32% c/o National City Bank P.O. Box 94984 Cleveland, OH 44101-4984 SEI Private Trust Company 467,591.8440 9.93% One Freedom Valley Drive Oaks, PA 19456 East Stroudsburg Savings Association 460,644.4380 9.79% Asset Management & Trust Services 744 Main St Stroudsburg PA 18360 ACNB Company 370,715.7830 7.88% Adams County National Bank P.O. Box 4566 Gettysburg, PA 17325-4566 Sheldon & Co 285,169.1570 6.06% National City Bank TTEE Trust Mutual Funds P.O. Box 94984 Cleveland, OH 44101-4984 SEI Private Trust Company 257,653.7280 5.47% One Freedom Valley Drive Oaks, PA 19456 PENNSYLVANIA MUNICIPAL BOND FUND - CLASS A SEI Private Trust Company 5,072,900.9880 95.28% One Freedom Valley Drive Oaks, PA 19456 PENNSYLVANIA TAX FREE FUND Lawood & Co. 5,183,974.0500 41.90% c/o Woodlands Bank Attn: David Bartges 2450 E. Third Street Williamsport, PA 17701-4006
57
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 4,378,029.0000 35.38% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 1,026,348.7900 8.29% One Freedom Valley Drive Oaks, PA 19456 Sentrust/Sentry Trust Company 626,363.2300 5.06% 785 5th Ave Chambersburg, PA 17201-4232 PENNSYLVANIA TAX FREE FUND - CLASS B SEI Private Trust Company 22,806,389.2800 70.19% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Reich & Tang Services Inc. 6,336,824.9700 19.50% FBO Various Customers 600 Fifth Avenue New York, NY 10020-2302 SEI Private Trust Company 3,347,153.5100 10.30% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 NEW JERSEY MUNICIPAL BOND FUND SEI Private Trust Company 6,730,557.4350 95.45% One Freedom Valley Drive Oaks, PA 19456 NEW YORK MUNICIPAL BOND FUND SEI Private Trust Company 8,746,052.0520 95.10% One Freedom Valley Drive Oaks, PA 19456 CALIFORNIA MUNICIPAL BOND FUND SEI Private Trust Company 1,206,137.1440 6.85% One Freedom Valley Drive Oaks, PA 19456
58
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 16,340,494.9870 92.76% One Freedom Valley Drive Oaks, PA 19456 SEI DAILY INCOME TRUST MONEY MARKET FUND SEI Private Trust Company 247,252,167.2900 49.51% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 80,712,100.0200 16.16% Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456 CAMCO 36,705,326.0500 7.35% c/o CT Trust Services 80 West St Ste 201 Rutland, VT 05701 MONEY MARKET FUND - CLASS B SEI Private Trust Company 54,802,747.7500 44.84% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 Citizens Bank of Massachusetts 11,312,240.3000 9.26% Private Client Group Attn: Karen Crowley-Soto 53 State St. Fl 7 Boston, MA 02109-2804 Colorado Business Bank 10,204,944.5600 8.35% Attn: Brenda Thayer 821 17th St Denver, CO 80202-3040 Mercantile Trust & Savings Bank 9,321,070.9600 7.63% Attn: Scott Reinold 440 Maine St Quincy, IL 62301-3957
59
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Citizens First Savings Bank 9,018,657.9000 7.38% Attn: Don Jensen 525 Water Street Port Huron, MI 48060-5434 SEI Private Trust Company 6,327,343.2800 5.18% c/o SEI Corporation P.O. Box 1100 One Freedom Valley Drive Oaks, PA 19456 MONEY MARKET FUND - CLASS C Citizens Bank - MA 44,807,414.1100 26.51% Cash Management Operations 1 Citizens Drive Riverside, RI 02915-3019 Sun National Bank 17,732,329.1300 10.49% Toni Hill - Cash Management Dept 226 Landis Ave Vineland, NJ 08360-8145 United Community Banks 12,391,514.7900 7.33% Attn: Jeanette Garrett P.O. Box 398 Blairsville GA 30514-0398 Ameriserv Trust & Financial Services Co. 9,478,422.3500 5.61% Attn: Sweep Desk P.O. Box 520 Johnstown, PA 15907-0520 Provident Bank 9,390,000.0000 5.55% 400 Bella Blvd Montebello, NY 10901 Citizens Investment Services Corp. - RI 8,675,715.7700 5.13% Cash Management Operations 1 Citizens Drive Riverside, RI 02915-3019
60
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ MONEY MARKET FUND - CLASS SWEEP Sun National Bank 27,241,415.2100 34.92% Toni Hill - Cash Management Dept 226 Landis Ave Vineland, NJ 08360-8145 United Community Banks 13,155,280.3500 16.86% Attn: Jeanette Garrett P.O. Box 398 Blairsville, GA 30514-0398 Missouri State Bank & Trust Company 8,696,331.8700 11.15% Attn: Brenda Moake 100 S. 4th St St. Louis, MO 63102-1800 Tri County Bank Operations Center 6,976,098.3600 8.94% P.O. Box 909 Chico, CA 95927-0909 Texas Capital Bank National Association 4,596,386.2300 5.89% Attn: Jesse Cantu 6060 N Central Expy Ste 800 Dallas, TX 75206-5214 GOVERNMENT II FUND United States Trust Company 173,295,408.8700 32.07% Attn: Rich Lynch P.O. Box 131 Boston, MA 02101-0131 PABL & Co. 88,275,924.9300 16.34% c/o Peabody & Arnold Attn: Peggy Ohrenberger 50 Rowes Wharf Boston, MA 02110-3339 Gilman 55,558,179.9100 10.28% c/o Charter Trust P.O. Box 2530 Concord, NH 03302-2530
61
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 55,126,104.8300 10.20% c/o The Peoples Bank One Freedom Valley Drive Oaks, PA 19456 Fleet National Bank 43,860,468.6800 8.12% Attn: ACM Sweep Funds P.O. Box 92800 Rochester, NY 14692-8900 SEI Private Trust Company 35,531,833.6500 6.58% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 28,783,637.5800 5.33% Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456 GOVERNMENT II FUND - CLASS B SEI Private Trust Company 51,424,087.6300 27.75% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 United States Trust Company 48,503,958.9900 26.17% Attn: Rich Lynch P.O. Box 131 Boston, MA 02101-0131 Compass Bank Treasury Management 26,391,000.0000 14.24% Attn: Shirley Cain P.O. Box 10566 Birmingham, AL 35296-0566 SEI Private Trust Company 23,248,705.7500 12.55% c/o The Peoples Bank Attn: Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456
62
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ CENCO 11,013,910.3700 5.94% c/o Compass Bank Attn: Bobby Morris P.O. Box 10566 Birmingham, AL 35296-0566 GOVERNMENT II FUND - CLASS C Compass Bank Treasury Management 26,719,000.0000 55.85% Attn: Shirley Cain P.O. Box 10566 Birmingham, AL 35296-0566 CENCO 14,355,617.1400 30.01% c/o Compass Bank Attn: Bobby Morris P.O. Box 10566 Birmingham, AL 35296-0566 PRIME OBLIGATION FUND Byrd & Co 441,696,169.4900 14.61% First Union National Bank Sweeps Funds Processing - PA 4905 123 S. Broad St Philadelphia, PA 19109 Byrd & Co 431,118,824.5200 14.26% First Union National Bank Sweeps Funds Processing - PA 4905 123 S. Broad St Philadelphia, PA 19109 SEI Private Trust Company 300,470,264.8600 9.94% One Freedom Valley Drive Oaks, PA 19456 The New Hillman Company 280,647,435.1500 9.28% c/o Amalgamated Bank of New York Attn: Rosemarie Rodin 11-15 Union Square New York, NY 10459-2792 SEI Private Trust Company 172,594,137.1700 5.71% One Freedom Valley Drive Oaks, PA 19456
63
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ PRIME OBLIGATION FUND - CLASS B Byrd & Co 200,405,959.0200 32.46% First Union National Bank Sweeps Funds Processing - PA 4905 123 S. Broad St Philadelphia, PA 19109 SEI Trust 101,017,768.7700 16.36% c/o Chevy Chase Trust One Freedom Valley Drive Oaks, PA 19456 Brotherhood Bank and Trust Company 78,891,405.0100 12.78% Attn: Connie Herold 756 Minnesota Avenue Kansas City, KS 66101-2704 Muir & Co. 32,322,947.0300 5.24% c/o Frost National Bank P.O. Box 2479 San Antonio, TX 78298-2479 PRIME OBLIGATION FUND - CLASS C SEI Private Trust Company 261,527,870.3100 32.86% FBO Smith Barney Corporate Trust One Freedom Valley Drive Oaks, PA 19456 Citizens Bank 215,652,617.7400 27.10% Attn: Patty Neuenfeldt 328 South Saginaw St MC 002081 Flint, MI 48502-1923 Sterling Bank 75,691,355.9700 9.51% Attn: Joe Klingen 15000 Northwest Freeway Houston, TX 77040-3299 SEI Private Trust Company 58,875,280.7600 7.40% Mutual Funds Administrator One Freedom Valley Drive Oaks, PA 19456
64
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ PRIME OBLIGATION FUND - CLASS S First State Bank of Russellville 5,919,276.3100 16.55% P.O. Box 10610 Russellville, AR 72812-0610 United Community Banks 5,051,079.5000 14.12% Attn: Jeanette Garrett P.O. Box 398 Blairsville, GA 30514-0398 Texas Capital Bank 2,781,283.7300 7.77% National Association Attn: Jesse Cantu 6060 N. Central Expy Ste 800 Dallas, TX 75206-5214 Mahopac National Bank 2,417,904.9800 6.76% 630 Route 6 Mahopac, NY 10541-1651 Modesto Commerce Bank 2,258,027.9600 6.31% 1623 J St Modesto, CA 95354-1126 SEI Private Trust Company 2,217,233.7300 6.20% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Cathay Bank 2,215,133.8100 6.19% 777 N. Broadway Los Angeles, CA 90012-2819 Manufacturers Bank 2,136,116.3300 5.97% Customer Services Attn: Edwin Sarao 515 S. Figueroa St. Fl 4 Los Angeles, CA 90071-3301 Rockingham Heritage Bank 1,898,007.9100 5.31% 110 University Blvd Harrisonburg, VA 22801-3746
65
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ PRIME OBLIGATION FUND - CLASS H SEI Private Trust Company 39,540,050.1100 100.00% One Freedom Valley Drive Oaks, PA 19456 GOVERNMENT FUND SEI Private Trust Company 165,328,942.4000 38.47% One Freedom Valley Drive Oaks, PA 19456 People's Bank 77,466,083.6300 18.03% Attn: Trust Department, May Lou Varnum 850 Main Street, RC 13-505 Bridgeport, CT 06604-4917 Byrd & Co 32,893,249.5300 7.65% First Union National Bank Sweeps Funds Processing - PA 4905 Penn Mutual Insurance Building Philadelphia, PA 19106 SEI Private Trust Company 32,405,462.0100 7.54% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Westwood Trust 32,109,406.4000 7.47% Attn: Operations 300 Crescent Court Ste 1300 Dallas, TX 75201-7871 SEI Private Trust Company 23,325,005.4700 5.43% c/o Laird Norton Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 GOVERNMENT FUND - CLASS B Band and Co. 69,704,689.7600 48.79% Attn: Edward McIlveen P.O. Box 1787 Milwaukee, WI 53201-1787
66
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Trust 28,585,095.2600 20.01% c/o Chevy Chase Trust One Freedom Valley Drive Oaks, PA 19456 Evergreen Bank 17,932,045.4600 12.55% 301 E Lake Ave E Seattle, WA 98109-5407 SEI Private Trust Company 7,235,129.2700 5.06% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 GOVERNMENT FUND - CLASS C Sterling Bank 71,422,265.3700 64.09% Attn: Joe Klingen 15000 Northwest Freeway Houston, TX 77040-3299 SWS Financial Services, Inc. 16,486,570.3100 14.79% Attn: Kim Ramirez 1201 Elm St. Ste 3500 Dallas, TX 75270-2108 Pacific Western Bank 6,664,005.7100 5.98% 5900 LA Place CT Ste 200 Carlsbad, CA 92008-8832 GOVERNMENT FUND - CLASS SWEEP United Community Banks 11,938,207.7300 37.62% Attn: Jeanette Garrett P.O. Box 398 Blairsville, GA 30514-0398 Chelsea State Bank 8,612,657.6000 27.14% 1010 S Main Street Chelsea, MI 48118-1427 Manufacturers Bank Customer Services 1,696,668.4300 5.35% Attn: Edwin Sarao 515 S. Figueroa St. Fl 4 Los Angeles, CA 90071-3301
67
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ TREASURY II FUND The New Hillman Company 71,929,348.5400 22.63% c/o Amalgamated Bank of New York Attn: Rosemarie Rodin 11-15 Union Square New York, NY 10459-2792 Naidot & Co. 71,418,627.2800 22.47% c/o Bessemer Trust Company Attn: Peter Scully 630 Fifth Avenue, 38th Floor New York, NY 10111-0100 Muir & Co. 50,535,575.5400 15.90% c/o Frost National Bank Attn: Julia Warden P.O. Box 2950 San Antonio, TX 78299-2950 SEI Private Trust Company 36,442,540.3900 11.47% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 Trulin & Co. 21,847,848.8800 6.87% c/o JP Morgan Manhattan Bank Attn: Settlement Department P.O. Box 1412 Rochester, NY 14603 TREASURY II FUND - CLASS B Compass Bank Treasury Management 61,173,000.0000 44.89% Attn: Shirley Cain 15 South 20th St, Suite 702 Birmingham, AL 35233-2000 Muir & Co. 23,177,770.9000 17.01% c/o Frost National Bank P.O. Box 2479 San Antonio, TX 78298-2479 SEI Private Trust Company 13,035,316.6800 9.57% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456
68
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 10,455,501.1600 7.67% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 8,554,349.7700 6.28% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Band and Co. 8,023,900.8000 5.89% Attn: Edward McIlveen P.O. Box 1787 Milwaukee, WI 53201-1787 TREASURY II FUND - CLASS C Compass Bank Treasury Management 45,865,000.0000 80.20% Attn: Shirley Cain 15 South 20th St, Suite 702 Birmingham, AL 35233-2000 CENCO 8,915,002.9900 15.59% c/o Compass Bank Attn: Bobby Morris P.O. Box 10566 Birmingham, AL 35296-0566 TREASURY FUND CherryTrust & Co. 103,412,560.3900 44.65% c/o The Bank of Cherry Creek Attn: Daniel Rich 3033 E 1st Avenue Denver, CO 80206-5617 SEI Private Trust Company 49,947,116.7400 21.57% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 18,537,344.4100 8.00% One Freedom Valley Drive Oaks, PA 19456
69
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ BMS and Company 16,673,068.0000 7.20% c/o Central Trust Bank Attn: Trust Operations P.O. Box 779 Jefferson City, MO 65102-0779 First Trust Division of 15,690,836.6900 6.77% First Indiana Bank 3925 River Crossing Pkwy Ste 200 Indianapolis, IN 46240-2281 TREASURY FUND - CLASS B Citizens Bank 99,081,038.7300 48.68% Attn: Patty Neuenfeldt 328 South Saginaw St MC002081 Flint, MI 48502-1923 SEI Trust 43,025,012.4800 21.14% c/o Chevy Chase Trust One Freedom Valley Drive Oaks, PA 19456 Band and Co. 18,967,297.1500 9.32% Attn: Edward McIlveen P.O. Box 1787 Milwaukee, WI 53201-1787 SEI Private Trust Company 10,913,142.5400 5.36% Attn: Ian Weiss One Freedom Valley Drive Oaks, PA 19456 TREASURY FUND - CLASS C First Victoria National Bank 17,409,328.5800 20.59% Attn: Grace Pantel P.O. Box 1338 Victoria, TX 77902-1338 First National Bank & Trust of Newtown 11,541,690.5300 13.65% 40 South State Street P.O. Box 158 Newtown, PA 18940-0158
70
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Citizens Bank - MA 10,296,869.4800 12.18% Cash Management Operations 1 Citizens Drive Riverside, RI 02915-3019 Texas Capital Bank National Association 4,477,617.9900 5.30% Attn: Jesse Cantu 6060 N Central Expy Ste 800 Dallas, TX 75206-5214 Modesto Commerce Bank 4,386,249.0300 5.19% 1623 J Street Modesto, CA 95354-1126 TREASURY FUND - CLASS S Citizens Bank 58,305,745.6300 50.59% Attn: Patty Neuenfeldt 328 South Saginaw St MC002081 Flint, MI 48502-1923 City National Bank as Agent for 16,730,238.8400 14.52% Various Accounts Attn: Trust Ops/Mutual Funds P.O. Box 60520 Los Angeles, CA 90060-0520 SWS Financial Services 8,589,376.9100 7.45% Attn: Kim Ramirez 1201 Elm St. Ste 3500 Dallas, TX 75270-2108 South Central Bank 8,156,645.3000 7.08% 525 W. Roosevelt Rd Chicago, IL 60607-4905 United Community Banks 6,207,712.1700 5.39% Attn: Jeanette Garrett P.O. Box 398 Blairsville, GA 30514-0398 CORPORATE DAILY INCOME FUND SEI Private Trust Company 97,405,379.4440 54.85% One Freedom Valley Drive Oaks, PA 19456
71
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 9,374,386.2300 5.28% Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 SHORT-DURATION GOVERNMENT FUND SEI Private Trust Company 15,103,741.5010 58.01% One Freedom Valley Drive Oaks, PA 19456 Capital City Trust Company 2,543,203.5640 9.77% Attn: Linda Glessner P.O. Box 1549 Tallahassee, FL 32302-1549 c/o Frost Bank 1,964,723.6300 7.55% Muir & Co. P.O. Box 2479 San Antonio, TX 72898 INTERMEDIATE-DURATION GOVERNMENT FUND SEI Private Trust Company 4,029,360.2790 37.12% One Freedom Valley Drive Oaks, PA 19456 National Fiduciary Services N.A. 3,167,708.6800 29.19% Attn: Stephanie Crippen 10411 Westheimer Rd. Ste 200 Houston, TX 77042-3500 SEI Private Trust Company 1,312,987.8590 12.10% One Freedom Valley Drive Oaks, PA 19456 GNMA FUND SEI Private Trust Company 8,444,783.6880 45.62% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 2,554,787.9830 13.80% Attn: Robert Silvestri One Freedom Valley Drive Oaks, PA 19456
72
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 1,319,298.5720 7.13% One Freedom Valley Drive Oaks, PA 19456 SEI INDEX FUNDS S&P 500 INDEX FUND - CLASS E Nationwide Life Insurance Company 4,505,064.8460 17.18% c/o NACO - IPO Portfolio Accounting Attn: Denise Bradley P.O. Box 18209 Columbus, OH 43218 SEI Private Trust Company 2,922,905.3800 11.15% One Freedom Valley Drive Oaks, PA 19456 Northern Trust 2,828,177.2620 10.79% FBO Harnischfeger Master Retirement 50 S LaSalle Chicago, IL 60675-0001 Citibank NA TTEE for Moore Wallace 2,253,841.3580 8.60% North America Inc. Master Retirement Trust 111 Wall Street 14/14 New York, NY 10043-1000 Nationwide Life Insurance Company 1,751,746.8980 6.68% Nationwide GPVA c/o IPO Portfolio Accounting P.O. Box 18209 Columbus, OH 43218-2029 S&P 500 INDEX FUND - CLASS A SEI Private Trust Company 14,831,480.5520 77.20% One Freedom Valley Drive Oaks, PA 19456 S&P 500 INDEX FUND - CLASS I Wachovia Bank FBO 42,147.7340 17.86% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001
73
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Custodian SEI Trust 39,644.8070 16.79% FBO The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 35,569.4270 15.07% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Co FBO 15,520.0480 6.57% West Michigan Gastroenterology PC 401 Profit Sharing Plan 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 15,113.0860 6.40% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 13,370.5710 5.66% Fox Wackeen Seeley Sweet Beard Sobel LLP 401(k) Profit Sharing Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 BOND INDEX FUND SEI Private Trust Company 1,339,717.4640 21.54% One Freedom Valley Drive Oaks, PA 19456 Bank of Stockton Trust Department 834,602.3690 13.42% P.O. Box 1110 Stockton, CA 95201-1110 SEI Private Trust Company 540,952.7760 8.70% c/o HDCM Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 539,408.4400 8.67% c/o Community Trust & Inv One Freedom Valley Drive Oaks, PA 19456
74
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Muir & Co. 539,331.0540 8.67% c/o Frost National Bank P.O. Box 2479 San Antonio, TX 78298-2479 Nabank & Co. 405,984.3420 6.53% Attn: Record Keeping P.O. Box 2180 Tulsa, OK 74101-2180 SEI INSTITUTIONAL MANAGED TRUST LARGE CAP GROWTH FUND SEI Private Trust Company 171,870,173.5760 75.59% One Freedom Valley Drive Oaks, PA 19456 LARGE CAP GROWTH FUND - CLASS I Wachovia Bank FBO 444,643.5310 26.35% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 338,519.4150 20.06% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust CO 265,534.5740 15.74% FBO The Colony Resorts LVH A/C 1055003796 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust 225,954.0930 13.39% FBO The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001
75
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SMALL CAP VALUE FUND SEI Private Trust Company 33,128,560.6720 73.39% One Freedom Valley Drive Oaks, PA 19456 SMALL CAP VALUE FUND - CLASS I SEI Private Trust Company FBO 61,895.0060 18.14% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 53,846.9570 15.78% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 42,257.6510 12.38% The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 28,389.6650 8.32% Quantas Airways Limited Capital Accumulation c/o Doug Kelly 1700 W 82 St. Ste 125 Bloomington, MN 55431-1404 HIGH YIELD BOND FUND SEI Private Trust Company 94,261,152.7790 70.86% One Freedom Valley Drive Oaks, PA 19456 LARGE CAP VALUE FUND SEI Private Trust Company 161,460,365.8370 76.64% One Freedom Valley Drive Oaks, PA 19456
76
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ LARGE CAP VALUE FUND - CLASS I Patterson & Co. Cust SPTC FBO 242,826.3260 24.00% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Wachovia Bank FBO 226,269.6660 22.36% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust 142,657.1360 14.10% FBO The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 88,197.8940 8.72% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 CORE FIXED INCOME FUND SEI Private Trust Company 298,491,994.2660 77.88% One Freedom Valley Drive Oaks, PA 19456 CORE FIXED INCOME FUND - CLASS I Wachovia Bank FBO 268,179.0880 28.60% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 209,746.3270 22.37% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 80,644.9370 8.60% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001
77
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Cust SPTC FBO 51,041.2140 5.44% Quantas Airways Limited Capital Accumulation c/o Doug Kelly 1700 W 82 St. Ste 125 Bloomington, MN 55431-1404 SMALL CAP GROWTH FUND SEI Private Trust Company 36,457,559.1410 56.62% One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Customer 4,447,632.2960 6.91% SEI Trust Company FBO Moore Wallace North America Inc. A/C 1055003153 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SMALL CAP GROWTH FUND - CLASS I Patterson & Co. Custodian 194,037.0170 35.00% SEI Trust FBO The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 74,787.2470 13.49% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 59,761.6050 10.78% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 36,243.2740 6.54% Quantas Airways Limited Capital Accumulation c/o Doug Kelly 1700 W 82 St. Ste 125 Bloomington, MN 55431-1404 Wachovia Bank FBO Various 29,432.5180 5.31% Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001
78
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ MID-CAP FUND SEI Private Trust Company 1,080,252.5200 55.59% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 148,880.5990 7.66% c/o Community Trust & Inv One Freedom Valley Drive Oaks, PA 19456 LARGE CAP GROWTH FUND SEI Private Trust Company 174,376,955.3990 91.33% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED SMALL CAP FUND SEI Private Trust Company 15,928,827.4120 86.96% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 1,055,674.0730 5.76% One Freedom Valley Drive Oaks, PA 19456 REAL ESTATE FUND SEI Private Trust Company 1,460,924.6010 57.48% One Freedom Valley Drive Oaks, PA 19456 SEI Asset Allocation Moderate 409,397,5950 16.11% Strategy Fund Attn: Jack McCue One Freedom Valley Drive Oaks, PA 19456 SEI Asset Allocation Tax-Managed 205,761.1210 8.10% Conservative Strategy Fund Attn: Jack McCue One Freedom Valley Drive Oaks, PA 19456
79
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Asset Allocation Consevative 159,555.6750 6.28% Strategy Fund Attn: Jack McCue One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED LARGE CAP FUND - CLASS Y SEI Private Trust Company 479,928.8480 100.00% One Freedom Valley Drive Oaks, PA 19456 SEI INSTITUTIONAL INTERNATIONAL TRUST INTERNATIONAL EQUITY FUND SEI Private Trust Company 231,943,694.4510 83.50% One Freedom Valley Drive Oaks, PA 19456 INTERNATIONAL EQUITY FUND - CLASS I Patterson & Co. Cust SPTC FBO 83,046.9600 14.35% Life Insurance Co. Agent's Retirement Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 68,873.2480 11.90% Elkem Metals Inc Retirement SP 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Wachovia Bank FBO 62,038.7290 10.72% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust 59,633.4860 10.30% FBO The Clarks Companies NA Employee Savings Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001
80
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Custodian 48,043.8410 8.30% SEI Trust FBO Anesthecare Inc. Profit Sharing Plan 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian 46,552.2360 8.04% SEI Trust FBO J&J Distributing Co. 401(k) Plan 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 38,427.0710 6.64% Quantas Airways Limited Capital Accumulation c/o Doug Kelly 1700 W 82 St. Ste 125 Bloomington, MN 55431-1404 INTERNATIONAL FIXED INCOME FUND SEI Private Trust Company 63,627,949.7290 84.03% One Freedom Valley Drive Oaks, PA 19456 EMERGING MARKETS EQUITY FUND SEI Private Trust Company 77,516,566.6970 82.93% One Freedom Valley Drive Oaks, PA 19456 EMERGING MARKETS DEBT FUND SEI Private Trust Company 53,278,795.0140 78.94% One Freedom Valley Drive Oaks, PA 19456 SEI ASSET ALLOCATION TRUST DIVERSIFIED CONSERVATIVE INCOME FUND The Annuity Fund of the PBA of the 1,187,083.4380 22.51% City of New York 40 Fulton St. Lobby 2 New York, NY 10038-1850
81
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 642,274.8210 12.18% One Freedom Valley Drive Oaks, PA 19456 DIVERSIFIED CONSERVATIVE INCOME FUND - CLASS D SEI Private Trust Company 315,882.1170 27.58% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Wachovia BK NA TTEES UAD 5/12/99 288,957.6040 25.23% for Children's Healthcare of Atlanta Option Plan 123 S. Broad St. 4903 Philadelphia, PA 19109-1029 SEI Private Trust Company 117,135.6330 10.23% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Community Bank 68,819.6410 6.01% Custodian FBO Western Bank 6 Rhoads Dr Utica, NY 13502-6317 DIVERSIFIED CONSERVATIVE FUND - CLASS A Patterson & Co. Custodian 1,352,040.9970 16.45% SEI Trust Company FBO Moore Wallace North America Inc. A/C 1055003153 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company 938,193.7620 11.42% Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Cust SPTC FBO 727,952.2280 8.86% FBO Alfa Mutual Insurance Company Savings and Profit Sharing Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001
82
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company 609,678.3450 7.42% One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Custodian SEI Trust FBO 439,997.1590 5.35% CLP Profit Sharing Plan and Savings Plan 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 Wells Fargo Bank NA FBO 424,451.4540 5.16% SBC Management Corp Serp 10259500 P.O. Box 1533 Minneapolis, MN 55480 DIVERSIFIED CONSERVATIVE FUND - CLASS D New Alliance Bank 135,127.3510 15.53% Attn: Joan Hemperly 195 Church St New Haven, CT 06510-2009 Wachovia BK NA TTEES UAD 5/12/99 87,711.3450 10.08% for Children's Healthcare of Atlanta Option Plan 123 S. Broad St. 4903 Philadelphia, PA 19109-1029 Community Bank 76,259.7480 8.77% Custodian FBO Western Bank 6 Rhoads Dr Utica, NY 13502-6317 Patterson & Co. Custodian SEI Trust 64,274.8850 7.39% FBO Mabo Mining Co. 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Community Bank NA as Custodian FBO 76,259.7480 8.77% Western Bank PS Plan Benefits Plans Administrators 6 Rhoads Dr Utica, NY 13502-6317 SEI Private Trust Company 55,719.3360 6.41% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456
83
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ DIVERSIFIED MODERATE GROWTH FUND - CLASS A Patterson & Co. Custodian 13,101,907.3990 45.24% SEI Trust Company FBO Moore Wallace North America Inc. A/C 1055003153 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company 2,703,798.4670 9.34% Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 1,762,742.8960 6.09% One Freedom Valley Drive Oaks, PA 19456 DIVERSIFIED MODERATE GROWTH FUND - CLASS D Community Bank 151,630.0150 8.90% Custodian FBO Western Bank 6 Rhoads Dr Utica, NY 13502-6317 SEI Private Trust Company 120,229.1190 7.05% FBO 601 Banks Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Patterson & Co Cust SEI Trust FBO 113,372.9450 6.65% Travel Dynamics Inc 401(k) Plan 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 112,077.3710 6.58% Charles Ryan Assoc Salary Reduction P/S Plan c/o PFPC Inc. 3507 Frontage Rd Ste. 200 Tampa, FL 33607-7013 Patterson & Co. Custodian 86,269.6760 5.06% SEI Private Trust FBO Liss Global 401(k) PSP PFPC c/o RKU Department 1525 West WT Harris Blvd NC 1151 Charlotte, NC 28288-0001
84
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ DIVERSIFIED GLOBAL GROWTH FUND - CLASS A SEI Private Trust Company 3,994,630.7910 24.93% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company 1,539,566.2450 9.61% Attn Mutual Funds One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Custodian 1,371,415.6050 8.56% SEI Trust Company FBO Moore Wallace North America Inc. A/C 1055003153 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL GROWTH FUND - CLASS D City Bank Trust 227,229.6750 17.83% Attn: Ricky D Neal 5219 City Bank Parkway Lubbock, TX 79407-3544 Patterson & Co. Cust SPTC FBO 214,435.6170 16.82% Alfred M. Lutheran Distributors Inc. 401(k) Profit Sharing Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 140,418.5240 11.02% The Heritage Automotive Group 401(k) Profit Sharing Plan 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 108,232.9800 8.49% Phoenix Mechanical Contracting 401(k) Profit Sharing Plan 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 73,735.9900 5.78% Champagne/Lafayette, Inc. 401(k) Profit Sharing Plan c/o PFPC Inc. 3507 Frontage Rd. Ste 200 Tampa, FL 33607-7013
85
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company FBO 601 Banks 68,331.6790 5.36% Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 DIVERSIFIED U.S. STOCK FUND - CLASS A SEI Private Trust Company 1,418,274.3280 19.63% One Freedom Valley Drive Oaks, PA 19456 Oltrust & Co. 396,451.9620 5.49% P.O. Box 966 Evansville, IN 47706-0966 DIVERSIFIED U.S. STOCK FUND - CLASS D SEI Private Trust Company 148,960.7170 12.87% One Freedom Valley Drive Oaks, PA 19456 Oltrust & Co. 134,498.5140 11.62% Attn: Gary Werner P.O. Box 966 Evansville, IN 47706-0966 Carn & Co 02221501 112,737.2790 9.74% Metallurgical Products Co 401(k) & PS Attn: Mutual Funds - Star P.O. Box 96211 Washington, DC 20090-6211 PENCO FBO F.N. Sheppard 401(k) 71,555.1880 6.18% Attn: Cynthia Robbins P.O. Box 17540 Crestview Hills, KY 41017-0540 DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS A SEI Private Trust Company 3,680,913.3240 23.04% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company FBO 2,430,781.2910 15.21% Cole Parmer Employees' P/S Plan c/o PFPC Inc. Attn: Doug Kelly 1700 W. 82 St Ste 125 Bloomington, MN 55431-1404
86
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Custodian SEI Trust FBO 1,946,216.9690 12.18% NAB Pension Retirement Plan and Trust Attn: Doug Kelly 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 843,834.3750 5.28% Daytona Anesthesiology Associates 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS D Patterson & Co. Cust SPTC FBO 162,695.6130 25.00% Alfred M. Lutheran Distributors Inc. 401(k) Profit Sharing Plan 1525 West WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 SEI Private Trust Company 144,861.8860 22.26% One Freedom Valley Drive Oaks, PA 19456 SEI Private Trust Company FBO 601 Banks 71,622.3370 11.01% Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Custodian SEI Trust FBO 43,820.7070 6.73% Marine Systems Corporation 401(k) Plan Attn: Mutual Funds - Star 1525 West WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL STOCK FUND - CLASS A SEI Private Trust Company 2,758,679.5600 24.00% One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Custodian SEI Trust FBO 1,018,906.9150 8.86% Pipefitters & Plumber Local 524 Pension and Annuity Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
87
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company FBO 790,584.1210 6.88% SEI Capital Accumulation Plan c/o PFPC Inc. 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 620,331.2520 5.40% Alfa Mutual Insurance Company Savings and Profit Sharing Plan 1525 W WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL STOCK FUND - CLASS D SEI Private Trust Company FBO 138,805.3690 18.47% Champagne/Lafayette, Inc. 401(k) Profit Sharing Plan c/o PFPC Inc. 3507 Frontage Rd Ste 200 Tampa, FL 33607-7013 Patterson & Co. Custodian SEI Trust FBO 69,306.0550 9.22% The Heritage Automotive Group 401(k) Profit Sharing Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SPTC FBO 47,871.1420 6.37% Novick Brothers Corporation 401(k) 1700 W 82 St Ste 125 Bloomington, MN 55431-1404 SEI Private Trust Company FBO 601 Banks 41,565.2930 5.53% Attn: Eileen Carlucci One Freedom Valley Drive Oaks, PA 19456 Patterson & Co. Custodian SEI Trust FBO 38,415.0320 5.11% Charleston Med Ctr Pharmacy 401(k) 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED CONSERVATIVE INCOME FUND - CLASS I Patterson & Co Cust SEI Trust FBO 71,913.2010 25.13% Presbyterian Homes & Services Inc. 401(k) Pension Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
88
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust Company FBO 34,768.8820 12.15% Elkem Metals Inc. Retirement SP 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 21,019.4160 7.35% AMG Interational Inc. 401(k) Profit Sharing Plan 1525 W WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust for SPTC FBO 20,857.5880 7.29% Internal Medicine Associates of Anderson PA 401(k) Profit Sharing Plan 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 16,496.5030 5.77% Wyomissing Surgical Clinic LTD Profit Sharing Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian 15,024.1210 5.25% SEI Trust FBO Arlington Orthopedic Association 401(k) PSP 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED CONSERVATIVE FUND - CLASS I SEI Private Trust Company FBO 101,660.4290 17.55% Edouard J. Servy MD PC Profit Sharing Plan Attn: PFPC c/o Doug Kelly 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co Cust SEI Trust FBO 76,165.3120 13.15% The Clarks Companies NA Employee Savings Plan 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001
89
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Cust SEI Trust FBO 62,586.0320 10.81% Presbyterian Homes & Services Inc. 401(k) Pension Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 45,774.9100 7.90% Poorman's Heating & Conditioning 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 SEI Private Trust Company FBO 35,765.8120 6.18% Elkem Metals Inc. Retirement SP 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 31,334.7160 5.41% FBO BRI Inc. 401(k) Retirement Savings Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED MODERATE GROWTH FUND - CLASS I Wachovia Bank FBO 314,856.8290 23.44% Various Retirement Plans 98888888836 NC 1151 1525 West WT Harris Blvd Charlotte, NC 28288-0001 SEI Private Trust Company FBO 129,623.1140 9.65% Colony Marine Sales & Service Inc. Employees Profit Sharing 401(k) Plan Attn: Doug Kelly 1700 W 82 St Ste 125 Bloomington, MN 55431-1404 Patterson & Co. Cust SEI Trust FBO 114,674.2480 8.54% Presbyterian Homes & Services Inc. 401(k) Pension Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
90
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co. Cust SEI TR FBO 74,697.2930 5.56% King Orthodontics 401(k) Acct 1055003778 1525 W WT Harris Blvd NC 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL GROWTH FUND - CLASS I Patterson & Co. Custodian SEI Trust FBO 156,060.8830 10.16% Foley Baron & Metzger PLLC 401 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust CO 113,944.5320 7.42% FBO Harold S. Ross MD PC 401(k) A/C 1055003803 NC 1151 1525 W WT Harris Blvd Charlotte, NC 28288-0001 Patterson & Co. Custodian SEI Trust FBO 110,760.7200 7.21% Barnegat Animal Clinic 401(k) PSP 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 88,939.6000 5.79% Azar Eye Clinic Profit Sharing 401(k) 1525 W WT Harris Blvd CMB 1151 Charlotte, NC 28288-0001 Patterson & Co Cust for SPTC FBO 77,273.0620 5.03% Internal Medicine Associates of Anderson PA 401(k) Profit Sharing Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED U.S. STOCK FUND - CLASS I Patterson & Co. Cust SEI Trust FBO 36,022.7600 18.19% Presbyterian Homes & Services Inc. 401(k) Pension Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
91
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ SEI Private Trust 26,216.0770 13.24% FBO Miniature Tool & Die Inc Profit Sharing Plan PFPC c/o Doug Kelly 1700 W 82 St Ste 125 Bloomington, MN 55431-1404 Patterson & Co Custodian 16,227.6430 8.20% SEI Trust FBO Alspaugh Company 401(k) Retirement 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian 13,081.7050 6.61% SEI Trust FBO FBO Bri Inc. 401(k) Retirement Savings Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co. Cust SPTC FBO 12,401.9920 6.26% Savings and Retirement Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Cust SEIPT CO FBO 11,553.3430 5.83% Cascade Ear Nose & Throat 401(k) 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 SEI Private Trust Company 10,863.5720 5.49% FBO Henry & Rillaa White Foundation 401(k) Plan Attn: PFPC c/o Doug Kelly 1700 W 82 St Ste 125 Bloomington, MN 55431-1404 DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS I Patterson & Custodian SEI Trust 117,961.9450 11.23% CO FBO The Colony Resorts LVH A/C 1055003796 NC 1151 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Wachovia Bank FBO 110,153.1990 10.49% Various Retirement Plans 9888888836 NC 1151 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
92
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson & Co Custodian SEI Trust FBO 64,825.0490 6.17% RUSK Inc 401(k) Plan FKA Kim/Rad 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Cust SEIPT CO FBO 64,245.7950 6.12% Brislan DBA Valley Iron 401(k) 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian SEI Trust FBO 56,973.2190 5.43% Leonard Marchinski MD PC Employees' Profit Sharing Trust 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian SEI Trust FBO 53,223.7560 5.07% William A. Ivester DMD PA 401(k) 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DIVERSIFIED GLOBAL STOCK FUND - CLASS I SEI Private Trust FBO 44,400.8100 10.28% JDC Sales and Service Inc. 401(k) Profit Sharing Plan PFPC c/o Doug Kelly 1700 W 82 St Ste 125 Bloomington, MN 55431-1404 Wachovia Bank FBO 42,103.7900 9.75% Various Retirement Plans 9888888836 NC 1151 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Circle Trust Company Cust for Pocono 38,628.7300 8.94% Obstertrical & Gynecological Associate PC PSP & Trust Metro Center 1 Station Pl Stamford, CT 06902-6800 Patterson & Co Cust SEI Trust FBO 29,805.2560 6.90% Presbyterian Homes & Services Inc. 401(k) Pension Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001
93
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ Patterson and Co. Cust SPTC FBO 27,597.7520 6.39% Savings and Retirement Plan 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian SEI Trust FBO 24,265.4350 5.62% Alspaugh Company 401(k) Retirement 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 Patterson & Co Custodian SEI Trust FBO 21,603.4190 5.00% Foley Baron & Metzger PLLC 401 1525 W WT Harris Blvd 1151 Charlotte, NC 28288-0001 DEFENSIVE STRATEGY FUND - CLASS A SEI Private Trust Company 1,431,770.5430 100.00% One Freedom Valley Drive Oaks, PA 19456 DEFENSIVE STRATEGY FUND - CLASS I SEI Corp 10.0630 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456-1100 TAX-MANAGED DEFENSIVE STRATEGY FUND - CLASS A SEI Private Trust Company 743,366.3660 99.42% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED DEFENSIVE STRATEGY FUND - CLASS I SEI Corp 10.0480 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 CONSERVATIVE STRATEGY FUND - CLASS A SEI Private Trust Company 1,669,432.5880 96.75% One Freedom Valley Drive Oaks, PA 19456
94
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ CONSERVATIVE STRATEGY FUND - CLASS I SEI Corp 10.0830 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 TAX-MANAGED CONSERVATIVE STRATEGY FUND - CLASS A SEI Private Trust Company 2,194,283.1180 100.00% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED CONSERVATIVE STRATEGY FUND - CLASS I SEI Corp 10.0660 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 MODERATE STRATEGY FUND - CLASS A SEI Private Trust Company 4,303,175.5560 98.91% One Freedom Valley Drive Oaks, PA 19456 MODERATE STRATEGY FUND - CLASS I SEI Corp 10.0730 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 TAX-MANAGED MODERATE STRATEGY FUND - CLASS A SEI Private Trust Company 2,154,449.8920 95.71% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED MODERATE STRATEGY FUND - CLASS I SEI Corp 10.0580 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456
95
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ AGGRESSIVE STRATEGY FUND - CLASS A SEI Private Trust Company 2,773,214.5870 99.98% One Freedom Valley Drive Oaks, PA 19456 AGGRESSIVE STRATEGY FUND - CLASS I SEI Corp 10.0360 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 TAX-MANAGED AGGRESSIVE STRATEGY FUND - CLASS A SEI Private Trust Company 1,108,339.9510 100.00% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED AGGRESSIVE STRATEGY FUND - CLASS I SEI Corp 10.0330 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 CORE MARKET STRATEGY FUND - CLASS A SEI Private Trust Company 1,411,396.0730 100.00% One Freedom Valley Drive Oaks, PA 19456 CORE MARKET STRATEGY FUND - CLASS I SEI Corp 10.0600 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 TAX-MANAGED CORE MARKET STRATEGY FUND - CLASS A SEI Private Trust Company 491,947.1870 95.79% One Freedom Valley Drive Oaks, PA 19456
96
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES - ------------------------------- ---------------------- ------------------------------------ TAX-MANAGED CORE MARKET STRATEGY FUND - CLASS I SEI Corp 10.0320 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 MARKET GROWTH STRATEGY FUND - CLASS A SEI Private Trust Company 7,427,796.8600 98.63% One Freedom Valley Drive Oaks, PA 19456 MARKET GROWTH STRATEGY FUND - CLASS I SEI Corp 10.0410 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456 TAX-MANAGED MARKET GROWTH STRATEGY FUND - CLASS A SEI Private Trust Company 3,277,761.5900 100.00% One Freedom Valley Drive Oaks, PA 19456 TAX-MANAGED MARKET GROWTH STRATEGY FUND - CLASS I SEI Corp 10.0560 100.00% Attn: Eileen Bonaduce P.O. Box 1100 Oaks, PA 19456
ADJOURNMENT. In the event that sufficient votes in favor of a Proposal set forth in the Notice of the Special Meeting are not received by the time scheduled for the meeting, the persons named as proxies may propose one or more adjournments of the meeting for a period or periods to permit further solicitation of proxies with respect to any such Proposal. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the meeting to be adjourned. The persons named as proxies will vote in favor of adjournments with respect to a Proposal those proxies that they are entitled to vote in favor of such Proposal. They will vote against any such adjournment those proxies required to be voted against any such Proposals. SIMC will bear the costs of any additional solicitation and any adjourned sessions. QUORUM AND REQUIRED VOTE. In order to act upon a Proposal, a quorum is required to be present at the Meeting. A majority of the aggregate number of shares in a Fund entitled to vote at the Meeting constitutes a quorum. Any lesser number of shares, however, is sufficient for adjournments. With respect to SIMT, STET, SLAT, INDEX, SDIT and SIT, approval of each Nominee listed under Proposal 1 as a Trustee of the Trust requires a plurality of the Trust's shares voted. With respect to SAAT, approval of each Nominee listed under Proposal 1 as a Trustee of the Trust requires a majority vote of the Trust's shares represented. Approval of Proposals 2 and 3 and each item under Proposal 4 with respect to a Fund 97 requires the affirmative vote of a majority of outstanding voting shares of the Fund. As defined in the 1940 Act, "majority of outstanding voting shares" means the vote of: (i) 67% or more of the Fund's outstanding shares present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the Fund's outstanding shares, whichever is less. Abstentions and "broker non-votes" will not be counted for or against a Proposal, but will be counted for purposes of determining whether a quorum is present. Abstentions will be counted as votes present for purposes of determining a "majority vote of the Trust's shares represented" (Proposal 1 - SAAT only) and "majority of outstanding voting shares" (Proposals 2, 3 and 4 - all Funds of each Trust, as applicable) present at the Meeting and will therefore have the effect of counting against the Proposal to which it relates. SHAREHOLDER PROPOSALS. The Trusts do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting should send their written proposals to the Secretary of the Trusts c/o SEI Investments Management Corporation, One Freedom Valley Drive, Oaks, Pennsylvania 19456. SHAREHOLDER COMMUNICATIONS. Shareholders wishing to submit written communications to the Board or an individual Trustee should send their communications to the attention of such Trustee or the Board at the applicable Trust's address. Any such communications received will be reviewed by the Board at its next regularly scheduled Board meeting. REPORTS TO SHAREHOLDERS. THE TRUSTS WILL FURNISH, WITHOUT CHARGE, A COPY OF A FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS AND ITS MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING SUCH ANNUAL REPORT, IF ANY, UPON REQUEST. Requests should be directed to the Trusts at One Freedom Valley Drive, Oaks, Pennsylvania 19456, or by calling 1-800-DIAL-SEI. OTHER MATTERS. The Trustees know of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is their intention that Proxies which do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy. SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT PROMPTLY. 98 EXHIBITS EXHIBIT A - NOMINATING COMMITTEE CHARTER THE COMMITTEE The Nominating Committee (the "Committee") is a committee of, and established by, the Board of Trustees (the "Board") of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust and SEI Institutional Investments Trust (collectively, the "Trusts"). The Committee consists of such number of members as set by the Board from time to time and its members shall be selected by the Board. The Committee shall be comprised entirely of "Independent Trustees." For purposes of this Charter, Independent Trustees shall mean members of the Board who are not interested persons of the Trusts as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"). BOARD NOMINATIONS AND FUNCTIONS 1. The Committee shall select and nominate all persons to serve as Independent Trustees. The Committee shall evaluate candidates' qualifications for Board membership and the independence of such candidates from the investment advisers and other principal service providers for the funds of the Trusts. Persons selected must be independent in terms of both the letter and the spirit of the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, E.G., business, financial or family relationships with investment advisers or service providers. 2. The Committee also shall evaluate the qualifications of and make recommendations for "interested" Trustee candidates to the Board. 3. The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership and shall comply with any rules adopted from time to time by the U.S. Securities and Exchange Commission regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership. 4. The Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the applicable Trust's offices. The Committee shall adopt, by resolution, a policy regarding its procedures for considering candidates for the Board, including any recommended by shareholders. COMMITTEE NOMINATIONS AND FUNCTIONS 1. The Committee has the authority to make recommendations to the full Board for nomination for membership on any committees of the Board. 2. The Committee is responsible for the adoption and administration of any policy for retirement from Board membership. 3. The Committee has the authority to review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board. A-1 4. The Committee shall, on an annual basis or at least as often as is required by law, review the performance of the Board. The Committee may invite any or all Interested Trustees or others to participate in such reviews as it deems appropriate. OTHER POWERS AND RESPONSIBILITIES 1. The Committee shall meet at least once each year or more frequently in open or executive sessions. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others, as and when it deems appropriate. 2. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the applicable Fund or Trust. 3. The Committee shall report its activities to the Board and make such recommendations as the Committee may deem necessary or appropriate. 4. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by the applicable Trust's by-laws. In the event of any inconsistency between this Charter and a Trust's organizational documents, the provisions of the Trust's organizational documents shall govern. 5. The Committee shall review this Charter as appropriate and recommend any changes to the full Board. 6. The Committee shall elect one of its members to serve as Chairman, who shall serve until another Chairman is elected. Adopted: June 17, 2004 A-2 EXHIBIT B - ADVISORY AGREEMENT BETWEEN SIMC AND INDEX INVESTMENT ADVISORY AGREEMENT SEI INDEX FUNDS AGREEMENT made as of the 18th day of November, 1998, by and between SEI Index Funds, a Massachusetts business trust (the "Trust"), and SEI Investments Management Corporation, (the "Adviser"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several portfolios of shares, each having its own investment policies; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to the S&P 500 Index Fund and such other portfolios as the Trust and the Adviser may agree upon (the "Funds"), and the Adviser is willing to render such services: NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Funds of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Funds, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Administrator and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies properly certified or authenticated of each of the following: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the "Declaration of Trust"); B-1 (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) Prospectus(es) of the Fund(s). 3. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer. In executing Fund transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Adviser or an affiliate of the Adviser may exercise investment discretion. The Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser to the Fund. In addition, the Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Fund's securities be purchased from or sold to the Adviser, any sub-adviser engaged with respect to that Fund, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, and sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. 4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate(s) specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets of the Fund. The fee shall be based on the average daily net assets for the month involved. The Adviser may, in its discretion and from time to time, waive a portion of its fee. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. B-2 5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of the Trust or any Fund which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Adviser's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Adviser's services. 6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub-adviser as the Trust may reasonably request. 7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Adviser to be suitable for two or more accounts managed by the Adviser, the available securities or investments may be allocated in a manner believed by the Adviser to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Fund. 8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser (or any sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. The Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. 9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. B-3 In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser or any sub-adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the shareholders of any Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. 12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. 13. NOTICE. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attn: Legal Department To the Trust at: One Freedom Valley Drive Oaks, PA 19456 Attn: Legal Department 14. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. B-4 A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No Fund of the Trust shall be liable for the obligations of any other Fund of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of a particular Fund for payment of fees for services rendered to that Fund. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. B-5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. SEI INDEX FUNDS SEI INVESTMENTS MANAGEMENT CORPORATION By: /s/ Cynthia Parrish By: /s/ Todd Cipperman ------------------------------- ------------------------------- Name: Cynthia Parrish Name: Todd Cipperman ------------------------------- ------------------------------- Title: Vice President Title: Vice President ------------------------------- ------------------------------- B-6 SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI INDEX FUNDS AND SEI INVESTMENTS MANAGEMENT CORPORATION DATED NOVEMBER 18, 1998 AS AMENDED ____, 2004 Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: S&P 500 Index Fund .03% Bond Index Fund .07%
B-7 EXHIBIT C - ADVISORY AGREEMENT BETWEEN SIMC AND SDIT INVESTMENT ADVISORY AGREEMENT SEI DAILY INCOME TRUST AGREEMENT made this 17th day of March, 2003, by and between SEI Daily Income Trust, a Massachusetts business trust (the "Trust"), and SEI Investments Management Corporation, (the "Adviser"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several portfolios, each having its own investment policies; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to its portfolios, as listed on attached Schedule A, (each a "Fund" and, collectively, the "Funds"), and the Adviser is willing to render such services: NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the U.S. Securities and Exchange Commission (the "SEC"), or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Funds of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Funds, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust's administrator (the "Administrator") and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies properly certified or authenticated of each of the following: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the "Declaration of Trust"); C-1 (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) Prospectus(es) of the Fund(s). 3. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable rules and regulations of the SEC and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Adviser or an affiliate of the Adviser may exercise investment discretion. The Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser to the Fund. In addition, the Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Fund's securities be purchased from or sold to the Adviser, any sub-adviser engaged with respect to that Fund, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, and sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. 4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate(s) specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets of a Fund. The fee shall be based on the average daily net assets for the month involved. The Adviser may, in its discretion and from time to time, waive a portion of its fee. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. 5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary C-2 costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of the Trust or any Fund which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Adviser's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Adviser's services. 6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub-adviser as the Trust may reasonably request. 7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Adviser to be suitable for two or more accounts managed by the Adviser, the available securities or investments may be allocated in a manner believed by the Adviser to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Fund. 8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser (or any sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. The Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. 9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state and Federal law which cannot be waived or modified hereby. (As used in this Section 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. In addition, brokerage transactions for the Funds may be effected through affiliates of the Adviser or any sub-adviser if C-3 approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the shareholders of any Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. As used in this Section 11, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC. 12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. 13. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation 1 Freedom Valley Drive Oaks, PA 19456 Attn: Legal Department To the Trust at: SEI Daily Income Trust c/o SEI Investments 1 Freedom Valley Drive Oaks, PA 19456 Attn: Legal Department 14. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. C-4 A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No Fund of the Trust shall be liable for the obligations of any other Fund of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of a particular Fund for payment of fees for services rendered to that Fund. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. C-5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. SEI DAILY INCOME TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: /s/ Timothy D. Barto By: /s/ Todd Cipperman ---------------------------- ------------------------------ Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn ---------------------------- ------------------------------ C-6 AMENDED AND RESTATED SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI DAILY INCOME TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 17, 2003, AS AMENDED ____, 2004 Money Market Fund Prime Obligation Fund Government Fund Government II Fund Treasury Fund Treasury II Fund Federal Securities Fund Short-Duration Government Fund Intermediate-Duration Government Fund GNMA Fund Corporate Daily Income Fund Treasury Securities Daily Income Fund C-7 AMENDED AND RESTATED SCHEDULE B TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI DAILY INCOME TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 17, 2003, AS AMENDED , 2004 Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: 0.075% on the first $500 million of assets and 0.02% on the assets in excess of $500 million. The fee will be calculated based on the combined assets of the following Funds managed by the Adviser: Money Market Fund Prime Obligation Fund Government Fund Government II Fund Treasury Fund Treasury II Fund Federal Securities Fund 0.10% up to $500 million; 0.075% between $500 million and $1 billion; and 0.05% over $1 billion. The fee will be calculated based on the combined assets of the following Funds managed by the Adviser: Short-Duration Government Fund Intermediate-Duration Government Fund GNMA Fund 0.10% up to $500 million; 0.075% between $500 million and $1 billion; and 0.05% over $1 billion. The fee will be calculated based on the combined assets of the following Funds managed by the Adviser: Corporate Daily Income Fund Treasury Securities Daily Income Fund AGREED AND ACCEPTED: SEI DAILY INCOME TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: By: ---------------------------- ------------------------------ Attest: Attest: ---------------------------- ------------------------------ C-8 EXHIBIT D - ADVISORY AGREEMENT BETWEEN SIMC AND STET INVESTMENT ADVISORY AGREEMENT SEI TAX EXEMPT TRUST AGREEMENT made this 16th day of April, 1996, by and between SEI Tax Exempt Trust, a Massachusetts business trust (the "Trust"), and SEI Financial Management Corporation, (the "Adviser"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several portfolios of shares, each having its own investment policies; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to its Intermediate-Term Municipal Portfolio and such other portfolios as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render such services: NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Administrator and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies properly certified or authenticated of each of the following: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the "Declaration of Trust"); D-1 (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) Prospectus(es) of the Portfolio(s). 3. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place orders pursuant to its investment determinations for the Portfolios either directly with the issuer or with any broker or dealer. In executing Portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Adviser or an affiliate of the Adviser may exercise investment discretion. The Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser to the Portfolio. In addition, the Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Adviser, any sub-adviser engaged with respect to that Portfolio, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, and sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. 4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate(s) specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets of the Portfolio. The fee shall be based on the average daily net assets for the month involved. The Adviser may, in its discretion and from time to time, waive a portion of its fee. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. 5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary D-2 costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale; the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of the Trust or any Portfolio which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Adviser's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Adviser's services. 6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub-adviser as the Trust may reasonably request. 7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Adviser to be suitable for two or more accounts managed by the Adviser, the available securities or investments may be allocated in a manner believed by the Adviser to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Portfolio. 8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser (or any sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. The Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. 9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interests in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser or D-3 any sub-adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. 12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. 13. NOTICE. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party. To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department To the Trust at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department 14. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. D-4 A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No Portfolio of the Trust shall be liable for the obligations of any other Portfolio of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of a particular Portfolio for payment of fees for services rendered to that Portfolio. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. D-5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. SEI TAX EXEMPT TRUST SEI FINANCIAL MANAGEMENT CORPORATION By: /s/ Kevin Robins By: /s/ Todd Cipperman ------------------------------- ---------------------------- Attest: /s/ Jennifer Klass Attest: /s/ Kevin Robins ------------------------------- ---------------------------- D-6 SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: Intermediate-Term Municipal Portfolio .33%
D-7 SCHEDULE B TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION This Schedule B forms a supplement to the Investment Advisory Agreement (the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the "Trust") and SEI Investments Management Corporation, f/k/a SEI Financial Management Corporation (the "Adviser"). RECITALS WHEREAS, the Trust and the Adviser entered into the Agreement, which sets forth the rights and obligations of the parties pertaining to the management of separate portfolios of the Trust managed by the Adviser; WHEREAS, the Trust offers an investment portfolio: Pennsylvania Municipal Bond Fund (the "Fund"), and has approved of the Adviser's management of the Fund as a "manager of managers," in accordance with the Agreement; and WHEREAS, at the shareholder meeting held on August 29, 2000, the shareholders of the Fund approved the Agreement with respect to the Adviser's management of the Fund. AGREEMENTS Now, therefore, the parties agree as follows: The Trust hereby appoints the Adviser to act as investment adviser to the Fund as provided in Section 1 of the Agreement. In making the Agreement applicable with respect to the Fund, the Agreement is being entered into severally and not jointly, as it pertains to the respective funds of the Trust, and the Trust and the Adviser intend that the numbered provisions contained in the Agreement be understood as applying separately to the Fund as if contained in, and forming, a separate agreement. The compensation of the Adviser, determined as set forth in Article 4 of the Agreement with respect to the Fund, will be 0.35%. The date of this Schedule B is August 29, 2000, which shall be deemed the date upon which the Agreement has been executed with respect to the Fund. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually, but is binding only upon the assets and property of the Trust. This Schedule B may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The parties listed below have executed this Schedule B as of the 29th day of August, 2000. D-8 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed as of August 29, 2000. SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: /s/ Timothy D. Barto By: /s/ Todd Cipperman ------------------------------ ------------------------------ Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn ------------------------------ ------------------------------ D-9 SCHEDULE C TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION This Schedule C forms a supplement to the Investment Advisory Agreement (the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the "Trust") and SEI Investments Management Corporation, f/k/a SEI Financial Management Corporation (the "Adviser"). RECITALS WHEREAS, the Trust and the Adviser entered into the Agreement, which sets forth the rights and obligations of the parties pertaining to the management of separate portfolios of the Trust managed by the Adviser; and WHEREAS, the Trust has created an additional portfolio: Massachusetts Tax Free Money Market Fund (the "Fund"), and has approved of the Adviser's management of the Fund as a "manager of managers," in accordance with the Agreement. AGREEMENTS Now, therefore, the parties agree as follows: The Trust hereby appoints the Adviser to act as investment adviser to the Fund as provided in Section 1 of the Agreement. In making the Agreement applicable with respect to the Fund, the Agreement is being entered into severally and not jointly, as it pertains to the respective funds of the Trust, and the Trust and the Adviser intend that the numbered provisions contained in the Agreement be understood as applying separately to the Fund as if contained in, and forming, a separate agreement. The compensation of the Adviser, determined as set forth in Article 4 of the Agreement with respect to the Fund, will be 0.05% on the first $500,000,000, 0.04% on the next $500,000,000 and 0.03% thereafter. For the purposes of this fee schedule, the Advisor's fees will be calculated based upon the net assets of the Fund, provided, however, payment to the Adviser shall not exceed payment due from the Adviser to the Sub-Adviser in accordance with the terms of the Sub-Advisory agreement for the Fund. The date of this Schedule C is December 29, 2000, which shall be deemed the date upon which the Agreement has been executed with respect to the Fund. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually, but is binding only upon the assets and property of the Trust. This Schedule C may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The parties listed below have executed this Schedule B as of the 29th day of December, 2000. D-10 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed as of December 29, 2000. SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: /s/ Timothy D. Barto By: /s/ Todd Cipperman ------------------------------ ------------------------------ Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn ------------------------------ ------------------------------ D-11 SCHEDULE D TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION This Schedule D forms a supplement to the Investment Advisory Agreement (the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the "Trust") and SEI Investments Management Corporation, f/k/a SEI Financial Management Corporation (the "Adviser"). RECITALS WHEREAS, the Trust and the Adviser entered into the Agreement, which sets forth the rights and obligations of the parties pertaining to the management of separate portfolios of the Trust managed by the Adviser; and WHEREAS, the Trust has created an additional portfolio: Short Duration Municipal Fund (the "Fund"), and has approved of the Adviser's management of the Fund as a "manager of managers," in accordance with the Agreement. AGREEMENTS Now, therefore, the parties agree as follows: The Trust hereby appoints the Adviser to act as investment adviser to the Fund as provided in Section 1 of the Agreement. In making the Agreement applicable with respect to the Fund, the Agreement is being entered into severally and not jointly, as it pertains to the respective funds of the Trust, and the Trust and the Adviser intend that the numbered provisions contained in the Agreement be understood as applying separately to the Fund as if contained in, and forming, a separate agreement. The compensation of the Adviser, determined as set forth in Article 4 of the Agreement with respect to the Fund, will be 0.33%. For the purposes of this fee schedule, the Advisor's fees will be calculated based upon the net assets of the Fund, provided, however, payment to the Adviser shall not exceed payment due from the Adviser to the Sub-Adviser in accordance with the terms of the Sub-Advisory agreement for the Fund. The date of this Schedule D is September 17, 2003 which shall be deemed the date upon which the Agreement has been executed with respect to the Fund. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually, but is binding only upon the assets and property of the Trust. This Schedule D may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The parties listed below have executed this Schedule D as of the 17th day of September, 2003. D-12 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed as of September 17, 2003. SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: /s/ Timothy D. Barto By: /s/ Lydia A. Gavalis ------------------------------ ------------------------------ Attest: /s/ Cassandra Johnson Attest: /s/ Cassandra Johnson ------------------------------ ------------------------------ D-13 SCHEDULE E TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS MANAGEMENT CORPORATION This Schedule E forms a supplement to the Investment Advisory Agreement (the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the "Trust") and SEI Investments Management Corporation, f/k/a SEI Financial Management Corporation (the "Adviser"). RECITALS WHEREAS, the Trust and the Adviser entered into the Agreement, which sets forth the rights and obligations of the parties pertaining to the management of separate portfolios of the Trust managed by the Adviser; and WHEREAS, the Trust approved the Adviser's management of the California Tax Exempt Fund, Tax Free Fund, Institutional Tax Free Fund, and Pennsylvania Tax Free Fund (collectively, the "Funds") as a "manager of managers," in accordance with the Agreement. AGREEMENTS Now, therefore, the parties agree as follows: The Trust hereby appoints the Adviser to act as investment adviser to the Funds as provided in Section 1 of the Agreement. In making the Agreement applicable with respect to the Funds, the Agreement is being entered into severally and not jointly, as it pertains to the respective funds of the Trust, and the Trust and the Adviser intend that the numbered provisions contained in the Agreement be understood as applying separately to the Funds as if contained in, and forming, a separate agreement. The compensation of the Adviser, determined as set forth in Article 4 of the Agreement with respect to the Funds, will be as follows:
NET ASSET VALUE ANNUAL FEE - --------------- ---------- Up to $500,000,000 0.05% Next $500,000,000 0.04% Over $1,000,000,000 0.03%
The fees for the Tax Free, Institutional Tax Free, Pennsylvania Tax Free and California Tax Exempt Funds shall be calculated by aggregating the assets of the four portfolios, applying the above fee schedule and then allocating the fee to each of those portfolios based upon their relative net assets. For the purposes of this fee schedule, the Advisor's fees will be calculated based upon the net assets of the Funds, provided, however, payment to the Adviser shall not exceed payment due from the Adviser to the Sub-Adviser in accordance with the terms of the Sub-Advisory agreement for the Funds. The date of this Schedule E is ___, 2004 which shall be deemed the date upon which the Agreement has been executed with respect to the Fund. D-14 A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually, but is binding only upon the assets and property of the Trust. This Schedule D may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The parties listed below have executed this Schedule E as of the ___th day of ___, 2004. D-15 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed as of ___, 2004. SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION By: By: --------------------------- ------------------------------ Attest: Attest: --------------------------- ------------------------------ D-16 EXHIBIT E - INVESTMENT POLICIES CHART
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- DIVERSIFICATION POLICY SIMT Large Cap Growth, SIMT With respect to 75% of its No Fund may purchase With respect to 75% of its assets Large Cap Value, SIMT assets (total assets for the securities of an issuer if it (total assets for the STET Short Tax-Managed Large Cap, SIMT STET Short Duration Municipal would cause the Fund to fail Duration Municipal, SIT Mid-Cap, SIMT Small Cap Fund, SIT International Equity to satisfy the diversification International Equity and SIT Growth, SIMT Small Cap Value, and SIT Emerging Markets requirement for a diversified Emerging Markets Equity Funds), SIMT Tax-Managed Small Cap, Equity), no Fund may: (i) management company under the no Fund may: (i) purchase the SIMT Core Fixed Income, SIMT purchase the securities of any 1940 Act, the rules or securities of any issuer (except High Yield Bond, SIT issuer (except securities regulations thereunder or any securities issued or guaranteed International Equity, SIT issued or guaranteed by the exemption therefrom, as such by the U.S. Government, its Emerging Markets Equity, STET U.S. Government, its agencies statute, rules or regulations agencies or instrumentalities) Short Duration Municipal, SDIT or instrumentalities) if, as a may be amended or interpreted if, as a result, more than 5% of Corporate Daily Income, SDIT result, more than 5% of its from time to time. its total assets would be Short-Duration Government, total assets would be invested invested in the securities of SDIT Intermediate-Duration in the securities of such such issuer; or (ii) acquire more Government and SDIT GNMA Funds issuer; or (ii) acquire more than 10% of the outstanding than 10% of the outstanding voting securities (voting voting securities (voting securities for the SDIT securities for the SDIT Corporate Daily Income, SDIT Corporate Daily Income, SDIT Short-Duration Government, SDIT Short-Duration Government, Intermediate-Duration Government SDIT Intermediate-Duration and SDIT GNMA Funds) of any one Government and SDIT GNMA issuer. Funds) of any one issuer. INDEX S&P 500 Index and No Fund may purchase No Fund may purchase No Fund may purchase securities INDEX Bond Index Funds securities of any issuer securities of an issuer if it of any issuer (except securities (except securities issued or would cause the Fund to fail issued or guaranteed by the U.S. guaranteed by the U.S. to satisfy the diversification Government, its agencies or Government, its agencies or requirement for a diversified instrumentalities) if, as a instrumentalities) if, as a management company under the result, more than 5% of the result, more than 5% of the 1940 Act, the rules or Fund's total assets would be Fund's total assets would be regulations thereunder or any invested in the securities of invested in the securities of exemption therefrom, as such such issuer. This restriction such issuer. This restriction statute, rules or regulations applies to 75% of each Fund's applies to 75% of each Fund's may be amended or interpreted total assets. total assets. from time to time.
E-1
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SDIT Government II, STET Tax No Fund may purchase No Fund may purchase No Fund may purchase securities Free, STET Institutional Tax securities of any issuer securities of an issuer if it of any issuer (except securities Free, STET California Tax (except securities issued or would cause the Fund to fail issued or guaranteed by the U.S. Exempt, STET Pennsylvania Tax guaranteed by the U.S. to satisfy the diversification Government, its agencies or Free, STET Intermediate-Term Government, its agencies or requirement for a diversified instrumentalities), if as a Municipal and STET instrumentalities), if as a management company under the result, more than 5% of the total Pennsylvania Municipal Bond result, more than 5% of the 1940 Act, the rules or assets of the Fund (based on Funds total assets of the Fund regulations thereunder or any current market value at the time (based on current market value exemption therefrom, as such of investment for the STET Tax at the time of investment for statute, rules or regulations Free, STET Institutional Tax the STET Tax Free, STET may be amended or interpreted Free, STET California Tax Exempt, Institutional Tax Free, STET from time to time. STET Pennsylvania Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal and Pennsylvania Tax Free, STET STET Pennsylvania Municipal Bond Intermediate-Term Municipal Funds) would be invested in the and STET Pennsylvania securities of such issuer; Municipal Bond Funds) would be provided, however that each Fund invested in the securities of (except the STET such issuer; provided, however Intermediate-Term Municipal and that each Fund (except the STET Pennsylvania Municipal Bond STET Intermediate-Term Funds) may invest up to 25% of Municipal and STET its total assets without regard Pennsylvania Municipal Bond to this restriction of, and as Funds) may invest up to 25% of permitted by, Rule 2a-7 under the its total assets without 1940 Act. regard to this restriction of, and as permitted by, Rule 2a-7 under the 1940 Act. No Fund may acquire more than No Fund may acquire more than 10% 10% of the voting securities of the voting securities of any of any one issuer. one issuer.
E-2
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- CONCENTRATION POLICY SIMT Large Cap Growth, SIMT No Fund may purchase any No Fund may concentrate No Fund may purchase any Large Cap Value, SIMT securities which would cause investments in a particular securities which would cause 25% Tax-Managed Large Cap, SIMT more than 25% (25% or more for industry or group of or more of the total assets of Mid-Cap, SIMT Small Cap the STET Short Duration industries, as concentration the Fund to be invested in the Growth, SIMT Small Cap Value, Municipal Fund) of the total is defined under the 1940 Act, securities of one or more issuers SIMT Tax-Managed Small Cap, assets of the Fund (based on the rules and regulations conducting their principal SIMT Core Fixed Income, SIMT current value at the time of thereunder or any exemption business activities in the same High Yield Bond, SIT such purchase for the STET Tax therefrom, as such statute, industry, provided that this International Equity, SIT Free, STET Institutional Tax rules or regulations may be limitation does not apply to Emerging Markets Equity, SIT Free, STET California Tax amended or interpreted from investments in obligations issued Emerging Markets Debt, SIT Exempt, STET Intermediate-Term time to time. or guaranteed by the U.S. International Fixed Income, Municipal, STET Pennsylvania Government, its agencies or STET Tax Free, STET Municipal Bond, STET instrumentalities. Institutional Tax Free, STET Pennsylvania Tax Free, STET California Tax Exempt, STET California Municipal Bond, Intermediate-Term Municipal, STET Massachusetts Municipal STET Pennsylvania Municipal Bond, STET New Jersey Bond, STET Pennsylvania Tax Municipal Bond and STET New Free, STET Short Duration York Municipal Bond Funds) to Municipal, INDEX S&P 500 be invested in the securities Index, INDEX Bond Index, STET of one or more issuers California Municipal Bond, conducting their principal STET Massachusetts Municipal business activities in the Bond, STET New Jersey same industry, provided that Municipal Bond and STET New this limitation does not apply York Municipal Bond Funds to investments in obligations (securities for the STET Short Duration Municipal, SIT International Equity, SIT Emerging Markets Equity and SIT Emerging Markets Debt Funds) issued or guaranteed by the U.S. Government, its agencies or instrumentalities or with respect to the STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond and STET New York Municipal Bond Funds, to investments in tax-exempt securities issued by governments or political subdivisions of governments.
E-3
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SDIT Corporate Daily Income, No Fund may purchase any No Fund may concentrate No Fund may purchase any SDIT Short-Duration securities which would cause investments in a particular securities which would cause 25% Government, SDIT 25% or more of the total industry or group of or more of the total assets of Intermediate-Duration assets of the Fund to be industries, as concentration the Fund to be invested in the Government, SDIT GNMA and SDIT invested in the securities of is defined under the 1940 Act, securities of one or more issuers Government II Funds one or more issuers conducting the rules and regulations conducting their principal their principal business thereunder or any exemption business activities in the same activities in the same therefrom, as such statute, industry, provided that this industry, provided that this rules or regulations may be limitation does not apply to limitation does not apply to amended or interpreted from investments in (a) domestic banks investments in (a) domestic time to time. and (b) obligations issued or banks and (b) obligations guaranteed by the U.S. Government issued or guaranteed by the or its agencies and U.S. Government or its instrumentalities. agencies and instrumentalities. STET Tax Free, STET No Fund may invest more than No Fund may concentrate No Fund may invest more than 25% Institutional Tax Free, STET 25% of its total assets in investments in a particular of its total assets in issuers Intermediate-Term Municipal issuers within the same state industry or group of within the same state or similar and STET Pennsylvania or similar type projects industries, as concentration type projects (except in Municipal Bond Funds (except in specified is defined under the 1940 Act, specified categories). For the categories). For the STET the rules and regulations STET Pennsylvania Municipal Bond Pennsylvania Municipal Bond thereunder or any exemption Fund, this limitation does not Fund, this limitation does not therefrom, as such statute, apply to the extent stated in its apply to the extent stated in rules or regulations may be investment objective and its investment objective and amended or interpreted from policies. policies. time to time.
E-4
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- STET Massachusetts Tax Free No Fund may purchase any No Fund may concentrate No Fund may purchase any Money Market Fund securities which would cause investments in a particular securities which would cause 25% more than 25% of the total industry or group of or more of the total assets of assets of the Fund, based on industries, as concentration the Fund, based on current value current value at the time of is defined under the 1940 Act, at the time of such purchase, to such purchase, to be invested the rules and regulations be invested in the securities of in the securities of one or thereunder or any exemption one or more issuers conducting more issuers conducting their therefrom, as such statute, their principal business principal business activities rules or regulations may be activities in the same industry, in the same industry, provided amended or interpreted from provided that this limitation that this limitation does not time to time. does not apply to investments in apply to investments in (a) (a) obligations issued or obligations issued or guaranteed by the U.S. Government guaranteed by the U.S. or its agencies and Government or its agencies and instrumentalities, or (b) instrumentalities, or (b) obligations of state or municipal obligations of state or governments and their political municipal governments and subdivisions. their political subdivisions.
E-5
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- BORROWING POLICY AND POLICY REGARDING ISSUANCE OF SENIOR SECURITIES SIMT Large Cap Growth, SIMT No Fund may borrow money in an No Fund may borrow money or No Fund may borrow money in an Large Cap Value, SIMT amount exceeding 33 1/3% of issue senior securities (as amount exceeding 33 1/3% of the Tax-Managed Large Cap, SIMT the value of its total assets, defined under the 1940 Act), value of its total assets, Mid-Cap, SIMT Small Cap provided that, for purposes of except to the extent permitted provided that, for purposes of Growth, SIMT Small Cap Value, this limitation, investment under the 1940 Act, the rules this limitation, investment SIMT Tax-Managed Small Cap, strategies which either and regulations thereunder or strategies which either obligate SIMT Core Fixed Income, SIMT obligate a Fund to purchase any exemption therefrom, as a Fund to purchase securities or High Yield Bond, SIT securities or require a Fund such statute, rules or require a Fund to segregate International Equity, SIT to segregate assets are not regulations may be amended or assets are not considered to be Emerging Markets Equity, SIT considered to be borrowings. interpreted from time to time. borrowings. To the extent that Emerging Markets Debt, STET To the extent that its its borrowings exceed 5% of its California Municipal Bond, borrowings exceed 5% of its assets: (i) all borrowings will STET Massachusetts Municipal assets: (i) all borrowings be repaid before a Fund makes Bond, STET New Jersey will be repaid before a Fund additional investments and any Municipal Bond and STET New makes additional investments interest paid on such borrowings York Municipal Bond Funds and any interest paid on such will reduce income; and (ii) borrowings will reduce income; asset coverage of at least 300% and (ii) asset coverage of at is required. least 300% is required. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except as permitted 1940 Act) except as permitted by by rule, regulation or order rule, regulation or order of the of the SEC. SEC.
E-6
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- All SAAT Funds Each Fund may borrow money in No Fund may borrow money or Each Fund may borrow money in an an amount up to 33 1/3% of the issue senior securities (as amount up to 33 1/3% of the value value of its total assets, defined under the 1940 Act), of its total assets, provided provided that, for purposes of except to the extent permitted that, for purposes of this this limitation, investment under the 1940 Act, the rules limitation, investment strategies strategies which either and regulations thereunder or which either obligate a Fund to obligate a Fund to purchase any exemption therefrom, as purchase securities or require a securities or require a Fund such statute, rules or Fund to segregate assets are not to segregate assets are not regulations may be amended or considered to be borrowings. considered to be borrowings. interpreted from time to time. Except where a Fund has borrowed Except where a Fund has money for temporary purposes in borrowed money for temporary amounts not exceeding 5% of its purposes in amounts not assets, asset coverage of 300% is exceeding 5% of its assets, required for all borrowings. asset coverage of 300% is required for all borrowings. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except as permitted 1940 Act) except as permitted by by rule, regulation or order rule, regulation or order of the of the SEC. SEC.
E-7
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SIMT Real Estate and STET No Fund may borrow money in an No Fund may borrow money or No Fund may borrow money in an Short Duration Municipal Funds amount exceeding 33 1/3% of issue senior securities (as amount exceeding 33 1/3% of the the value of its total assets, defined under the 1940 Act), value of its total assets, provided that, for purposes of except to the extent permitted provided that, for purposes of this limitation, investment under the 1940 Act, the rules this limitation, investment strategies that either and regulations thereunder or strategies that either obligate obligate the Fund to purchase any exemption therefrom, as the Fund to purchase securities securities or require the Fund such statute, rules or or require the Fund to segregate to segregate assets are not regulations may be amended or assets are not considered to be considered to be borrowing. interpreted from time to time. borrowing. Asset coverage of at Asset coverage of at least least 300% is required for all 300% is required for all borrowing, except where the Fund borrowing, except where the has borrowed money for temporary Fund has borrowed money for purposes in an amount not temporary purposes in an exceeding 5% of its total assets. amount not exceeding 5% of its total assets. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except as permitted 1940 Act) except as permitted by by rule, regulation or order rule, regulation or order of the of the SEC. SEC.
E-8
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SDIT Corporate Daily Income, No Fund may borrow money No Fund may borrow money or No Fund may borrow money except SDIT Short-Duration except for temporary or issue senior securities (as for temporary or emergency Government, SDIT emergency purposes and then defined under the 1940 Act), purposes and then only in an Intermediate-Duration only in an amount not except to the extent permitted amount not exceeding 10% of the Government, SDIT GNMA, SDIT exceeding 10% of the value of under the 1940 Act, the rules value of the total assets of that Government II, INDEX S&P 500 the total assets of that Fund. and regulations thereunder or Fund. This borrowing provision is Index, INDEX Bond Index and This borrowing provision is any exemption therefrom, as included solely to facilitate the SIT International Fixed Income included solely to facilitate such statute, rules or orderly sale of portfolio Funds the orderly sale of portfolio regulations may be amended or securities to accommodate securities to accommodate interpreted from time to time. substantial redemption requests substantial redemption if they should occur and is not requests if they should occur for investment purposes. All and is not for investment borrowings will be repaid before purposes. All borrowings will the Fund makes additional be repaid before the Fund investments and any interest paid makes additional investments on such borrowings will reduce and any interest paid on such the income of that Fund. borrowings will reduce the income of that Fund. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except in connection 1940 Act) except in connection with permitted borrowings as with permitted borrowings as described in its prospectuses described in its prospectuses and and statement of additional statement of additional information for the SIT information for the SIT International Fixed Income International Fixed Income Fund Fund and its statement of and its statement of additional additional information for information for each other Fund each other Fund or as or as permitted by rule, permitted by rule, regulation regulation or order of the SEC. or order of the SEC.
E-9
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- STET Tax Free, STET No Fund may borrow money No Fund may borrow money or No Fund may borrow money except Institutional Tax Free, STET except for temporary or issue senior securities (as for temporary or emergency California Tax Exempt, STET emergency purposes and then defined under the 1940 Act), purposes and then only in an Intermediate-Term Municipal, only in an amount not except to the extent permitted amount not exceeding 10% of the STET Pennsylvania Municipal exceeding 10% of the value of under the 1940 Act, the rules value of total assets. The SDIT Bond and STET Pennsylvania Tax total assets. The SDIT and regulations thereunder or California Tax Exempt Fund has a Free Funds California Tax Exempt Fund has any exemption therefrom, as fundamental policy that, to the a fundamental policy that, to such statute, rules or extent such borrowing exceeds 5% the extent such borrowing regulations may be amended or of the value of the Fund's total exceeds 5% of the value of the interpreted from time to time. assets, borrowing will be done Fund's total assets, borrowing from a bank and in accordance will be done from a bank and with the requirements of the 1940 in accordance with the Act. This borrowing provision is requirements of the 1940 Act. included solely to facilitate the This borrowing provision is orderly sale of portfolio included solely to facilitate securities to accommodate heavy the orderly sale of portfolio redemption requests if they securities to accommodate should occur and is not for heavy redemption requests if investment purposes. All they should occur and is not borrowings of the Funds, in for investment purposes. All excess of 5% of their total borrowings of the Funds, in assets, will be repaid before excess of 5% of their total making additional investments and assets, will be repaid before any interest paid on such making additional investments borrowings will reduce income. and any interest paid on such borrowings will reduce income. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except in connection 1940 Act) except in connection with permitted borrowings as with permitted borrowings as described in its statement of described in its statement of additional information or as additional information or as permitted by rule, regulation permitted by rule, regulation or or order of the SEC. order of the SEC.
E-10
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- STET Massachusetts Tax Free No Fund may borrow, except No Fund may borrow money or No Fund may borrow, except that Money Market Fund that the Fund may (a) borrow issue senior securities (as the Fund may (a) borrow from from banks for temporary or defined under the 1940 Act), banks for temporary or emergency emergency purposes, including except to the extent permitted purposes, including the meeting the meeting of redemption under the 1940 Act, the rules of redemption requests which requests which might otherwise and regulations thereunder or might otherwise require the require the untimely any exemption therefrom, as untimely disposition of disposition of securities, and such statute, rules or securities, and (b) to the extent (b) to the extent consistent regulations may be amended or consistent with the Fund's with the Fund's investment interpreted from time to time. investment objective and objective and policies, enter policies, enter into reverse into reverse repurchase repurchase agreements, forward agreements, forward roll roll transactions and similar transactions and similar investment techniques and investment techniques and strategies. To the extent it strategies. To the extent it engages in transactions described engages in transactions in (a) and (b), the Fund will be described in (a) and (b), the limited so that no more than 33 Fund will be limited so that 1/3% of its total assets no more than 33 1/3% of its (including the amount borrowed), total assets (including the less liabilities (not including amount borrowed), less the amount borrowed) valued at liabilities (not including the the time the borrowing is made, amount borrowed) valued at the is derived from such time the borrowing is made, is transactions. derived from such transactions. No Fund may issue senior No Fund may issue senior securities (as defined in the securities (as defined in the 1940 Act) except in connection 1940 Act) except in connection with permitted borrowings as with permitted borrowings as described in its statement of described in its statement of additional information or as additional information or as permitted by the 1940 Act, and permitted by the 1940 Act, and any rule, regulation or order any rule, regulation or order of of the SEC thereunder. the SEC thereunder.
E-11
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- LENDING POLICY SIMT Large Cap Growth, SIMT No Fund may make loans if, as No Fund may make loans, except No Fund may make loans if, as a Large Cap Value, SIMT a result, more than 33 1/3% of to the extent permitted under result, more than 33 1/3% of its Tax-Managed Large Cap, SIMT its total assets would be lent the 1940 Act, the rules and total assets would be lent to Mid-Cap, SIMT Small Cap to other parties, except that regulations thereunder or any other parties, except that each Growth, SIMT Small Cap Value, each Fund may: (i) purchase or exemption therefrom, as such Fund may: (i) purchase or hold SIMT Tax-Managed Small Cap, hold debt instruments in statute, rules or regulations debt instruments in accordance SIMT Core Fixed Income, SIMT accordance with its investment may be amended or interpreted with its investment objective and High Yield Bond, SIMT Real objective and policies; (ii) from time to time. policies; (ii) enter into Estate, SIT International enter into repurchase repurchase agreements; and (iii) Equity, SIT Emerging Markets agreements; and (iii) lend its lend its securities (for the STET Equity, SIT Emerging Markets securities (for the STET Massachusetts Tax Free Money Debt, STET Short Duration Massachusetts Tax Free Money Market Fund, loan its portfolio Municipal, STET California Market Fund, loan its securities, to the fullest extent Municipal Bond, STET portfolio securities, to the permitted under the 1940 Act, and Massachusetts Municipal Bond, fullest extent permitted under any rules, regulations or order STET New Jersey Municipal the 1940 Act, and any rules, thereunder). Bond, STET New York Municipal regulations or order Bond and STET Massachusetts thereunder). Tax Free Money Market Funds All SAAT Funds No Fund may make loans if, as No Fund may make loans, except No Fund may make loans if, as a a result, more than 33 1/3% of to the extent permitted under result, more than 33 1/3% of its its total assets would be the 1940 Act, the rules and total assets would be loaned to loaned to other parties. regulations thereunder or any other parties. exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
E-12
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SDIT Corporate Daily Income, No Fund may make loans, except No Fund may make loans, except No Fund may make loans, except SDIT Short-Duration that each Fund may purchase or to the extent permitted under that each Fund may purchase or Government, SDIT hold debt instruments in the 1940 Act, the rules and hold debt instruments in Intermediate-Duration accordance with its investment regulations thereunder or any accordance with its investment Government, SDIT GNMA, SDIT objective(s) and policies and exemption therefrom, as such objective(s) and policies and may Government II, STET Tax Free, may enter into repurchase statute, rules or regulations enter into repurchase agreements, STET Institutional Tax Free, agreements, provided that may be amended or interpreted provided that repurchase STET California Tax Exempt, repurchase agreements maturing from time to time. agreements maturing in more than STET Intermediate-Term in more than seven days, seven days, restricted securities Municipal, STET Pennsylvania restricted securities and and other illiquid securities are Municipal Bond and STET other illiquid securities are not to exceed, in the aggregate, Pennsylvania Tax Free Funds not to exceed, in the 10% of the Fund's net assets, aggregate, 10% of the Fund's except for the STET net assets, except for the Intermediate-Term Municipal Fund, STET Intermediate-Term for which it cannot exceed 15% of Municipal Fund, for which it the STET Intermediate-Term cannot exceed 15% of the STET Municipal Fund's net assets. Intermediate-Term Municipal Fund's net assets.
E-13
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- INDEX S&P 500 Index, INDEX No Fund may make loans, except No Fund may make loans, except No Fund may make loans, except Bond Index and SIT that each Fund: (i) may enter to the extent permitted under that each Fund: (i) may enter International Fixed Income into repurchase agreements, the 1940 Act, the rules and into repurchase agreements, Funds provided that repurchase regulations thereunder or any provided that repurchase agreements and time deposits exemption therefrom, as such agreements and time deposits maturing in more than seven statute, rules or regulations maturing in more than seven days, days, and other illiquid may be amended or interpreted and other illiquid securities, securities, including from time to time. including securities which are securities which are not not readily marketable or are readily marketable or are restricted, are not to exceed, in restricted, are not to exceed, the aggregate, 10% of the Fund's in the aggregate, 10% of the total assets; (ii) may engage in Fund's total assets; (ii) may securities lending as described engage in securities lending in its statement of additional as described in its statement information (as well as its of additional information (as prospectus for the SIT well as its prospectus for the International Fixed Income Fund); SIT International Fixed Income and (iii) may purchase or hold Fund); and (iii) may purchase debt instruments (securities for or hold debt instruments the SIT International Fixed (securities for the SIT Income Fund) in accordance with International Fixed Income its investment objective(s) and Fund) in accordance with its policies. investment objective(s) and policies.
E-14
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- PLEDGING/MORTGAGING POLICY SDIT Corporate Daily Income, No Fund may pledge, mortgage None. No Fund may pledge, mortgage or SDIT Short-Duration or hypothecate assets except hypothecate assets except to Government, SDIT to secure temporary borrowings secure temporary borrowings Intermediate-Duration permitted by a Fund's permitted by a Fund's borrowing Government, SDIT GNMA, SDIT borrowing limitation described limitation described above (or as Government II, INDEX S&P 500 above (or as described in its described in its prospectus for Index, INDEX Bond Index, SIT prospectus for the SIT the SIT International Fixed International Fixed Income, International Fixed Income Income Fund and its statement of STET Tax Free, STET Fund and its statement of additional information for the Institutional Tax Free, STET additional information for the INDEX S&P 500 Index and INDEX California Tax Exempt, STET INDEX S&P 500 Index and INDEX Bond Index Funds) in aggregate Intermediate-Term Municipal, Bond Index Funds) in aggregate amounts not to exceed 10% of the STET Pennsylvania Municipal amounts not to exceed 10% of net assets of such Fund taken at Bond and STET Pennsylvania Tax the net assets of such Fund current value at the time of the Free Funds taken at current value at the incurrence of such loan, and as time of the incurrence of such to the INDEX S&P 500 Index, in loan, and as to the INDEX S&P connection with stock index 500 Index, in connection with futures trading as provided in stock index futures trading as its statement of additional provided in its statement of information. additional information. SHORT SALES SDIT Corporate Daily Income, No Fund may make short sales None. No Fund may make short sales of SDIT Short-Duration of securities, maintain a securities, maintain a short Government, SDIT short position or purchase position or purchase securities Intermediate-Duration securities on margin, except on margin, except that the Government, SDIT GNMA, SDIT that the Trusts/Funds may Trusts/Funds may obtain Government II, INDEX S&P 500 obtain short-term credits as short-term credits as necessary Index, INDEX Bond Index, SIT necessary for the clearance of for the clearance of security International Fixed Income, security transactions and as transactions and as described in STET Tax Free, STET described in its prospectus its prospectus for the SIT Institutional Tax Free, STET for the SIT International International Fixed Income Fund. California Tax Exempt, STET Fixed Income Fund. Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds
E-15
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- REAL ESTATE/COMMODITIES SIMT Large Cap Growth, SIMT No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real Large Cap Value, SIMT real estate, physical commodities or real estate, estate, physical commodities, or Tax-Managed Large Cap, SIMT commodities, or commodities except to the extent permitted commodities contracts, except Mid-Cap, SIMT Small Cap contracts, except that each under the 1940 Act, the rules that each Fund may purchase: (i) Growth, SIMT Small Cap Value, Fund may purchase: (i) and regulations thereunder or marketable securities issued by SIMT Tax-Managed Small Cap, marketable securities issued any exemption therefrom, as companies which own or invest in SIMT Core Fixed Income, SIMT by companies which own or such statute, rules or real estate (including real High Yield Bond, SIMT Real invest in real estate regulations may be amended or estate investment trusts), Estate, SIT International (including real estate interpreted from time to time. commodities, or commodities Equity, SIT Emerging Markets investment trusts), contracts; and (ii) commodities Equity, SIT Emerging Markets commodities, or commodities contracts relating to financial Debt, STET Short Duration contracts; and (ii) instruments, such as financial Municipal, STET California commodities contracts relating futures contracts and options on Municipal Bond, STET to financial instruments, such such contracts. Massachusetts Municipal Bond, as financial futures contracts STET New Jersey Municipal Bond and options on such contracts. and STET New York Municipal Bond Funds INDEX S&P 500 Index and No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real INDEX Bond Funds real estate, real estate commodities or real estate, estate, real estate limited limited partnership interests, except to the extent permitted partnership interests, physical physical commodities or under the 1940 Act, the rules commodities or commodities commodities contracts. and regulations thereunder or contracts. However, subject to However, subject to its any exemption therefrom, as its permitted investments, a Fund permitted investments, a Fund such statute, rules or may purchase: (I) obligations may purchase: (I) obligations regulations may be amended or issued by companies which invest issued by companies which interpreted from time to time. in real estate, commodities or invest in real estate, commodities contracts, and (ii) commodities or commodities commodities contracts related to contracts, and (ii) financial instruments, such as commodities contracts related financial futures contracts. to financial instruments, such as financial futures contracts.
E-16
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- All SAAT Funds No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real real estate, physical commodities or real estate, estate, physical commodities, or commodities, or commodities except to the extent permitted commodities contracts, except contracts, except that each under the 1940 Act, the rules that each Fund may purchase Fund may purchase commodities and regulations thereunder or commodities contracts relating to contracts relating to any exemption therefrom, as financial instruments, such as financial instruments, such as such statute, rules or financial futures or index financial futures or index regulations may be amended or contracts and options on such contracts and options on such interpreted from time to time. contracts. contracts. SDIT Corporate Daily Income, No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real SDIT Government II, SIT real estate, real estate commodities or real estate, estate, real estate limited International Fixed Income, limited partnership interests, except to the extent permitted partnership interests, SDIT Short-Duration commodities or commodities under the 1940 Act, the rules commodities or commodities Government, SDIT contracts (including with the and regulations thereunder or contracts (including with the Intermediate-Duration exception of the SIT any exemption therefrom, as exception of the SIT Government and SDIT GNMA Funds International Fixed Income, such statute, rules or International Fixed Income, SDIT SDIT Short-Duration regulations may be amended or Short-Duration Government, SDIT Government, SDIT interpreted from time to time. Intermediate-Duration Government Intermediate-Duration and GNMA Funds) futures Government and GNMA Funds) contracts. However, subject to futures contracts. However, its permitted investments, each subject to its permitted Fund may purchase obligations investments, each Fund may issued by companies which invest purchase obligations issued by in real estate, commodities or companies which invest in real commodities contracts. estate, commodities or commodities contracts. STET Tax Free, STET No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real Institutional Tax Free, STET real estate, real estate commodities or real estate, estate, real estate limited California Tax Exempt, STET limited partnership interests, except to the extent permitted partnership interests, Intermediate-Term Municipal, commodities or commodities under the 1940 Act, the rules commodities or commodities STET Pennsylvania Municipal contracts including futures and regulations thereunder or contracts including futures Bond and STET Pennsylvania Tax contracts. However, subject to any exemption therefrom, as contracts. However, subject to Free Funds its permitted investments, any such statute, rules or its permitted investments, any Fund may invest in municipal regulations may be amended or Fund may invest in municipal securities or other interpreted from time to time. securities or other obligations obligations secured by real secured by real estate or other estate or other interests interests therein. therein.
E-17
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- STET Massachusetts Tax Free No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real Money Market Fund real estate, real estate commodities or real estate, estate, real estate limited limited partnership interests, except to the extent permitted partnership interests, commodities or commodities under the 1940 Act, the rules commodities or commodities contracts including futures and regulations thereunder or contracts including futures contracts. However, subject to any exemption therefrom, as contracts. However, subject to its permitted investments, the such statute, rules or its permitted investments, the Fund may: (a) invest in regulations may be amended or Fund may: (a) invest in securities of issuers engaged interpreted from time to time. securities of issuers engaged in in the real estate business or the real estate business or the the business of investing in business of investing in real real estate (including estate (including interests in interests in limited limited partnerships owning or partnerships owning or otherwise engaging in the real otherwise engaging in the real estate business or the business estate business or the of investing in real estate) and business of investing in real securities which are secured by estate) and securities which real estate or interests therein; are secured by real estate or (b) hold or sell real estate interests therein; (b) hold or received in connection with sell real estate received in securities it holds or held; or connection with securities it (c) trade in futures contracts holds or held; or (c) trade in and options on futures contracts futures contracts and options (including options on currencies) on futures contracts to the extent consistent with the (including options on Fund's investment objective and currencies) to the extent policies. consistent with the Fund's investment objective and policies.
E-18
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- UNDERWRITING OF SECURITIES All SAAT Funds, SIMT Large Cap No Fund may act as an No Fund may underwrite None. Growth, SIMT Large Cap Value, underwriter of securities of securities issued by other SIMT Tax-Managed Large Cap, other issuers except as it may persons, except to the extent SIMT Mid-Cap, SIMT Small Cap be deemed an underwriter in permitted under the 1940 Act, Growth, SIMT Small Cap Value, selling a portfolio security. the rules and regulations SIMT Tax-Managed Small Cap, thereunder or any exemption SIMT Core Fixed Income, SIMT therefrom, as such statute, High Yield Bond, SIMT Real rules or regulations may be Estate, SIT International amended or interpreted from Equity, SIT Emerging Markets time to time. Equity, SIT Emerging Markets Debt, SIT International Fixed Income, STET Short Duration Municipal, SDIT Corporate Daily Income, SDIT Short-Duration Government, SDIT Intermediate-Duration Government, SDIT GNMA, SDIT Government II, INDEX S&P 500 Index, INDEX Bond Index, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond, STET Pennsylvania Tax Free, STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond, STET New York Municipal Bond and STET Massachusetts Tax Free Money Market Funds
E-19
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- INVESTMENT IN OIL/GAS All SAAT Funds, SIMT Large Cap No Fund may invest in None. No Fund may invest in interests Growth, SIMT Large Cap Value, interests in oil, gas, or in oil, gas, or other mineral SIMT Tax-Managed Large Cap, other mineral exploration or exploration or development SIMT Mid-Cap, SIMT Small Cap development programs and oil, programs and oil, gas or mineral Growth, SIMT Small Cap Value, gas or mineral leases. leases. SIMT Core Fixed Income, SIMT High Yield Bond, SIT International Equity, SIT Emerging Markets Equity, SIT Emerging Markets Debt, SIT International Fixed Income, STET California Municipal Bond, STET Massachusetts Municipal Bond, STET New Jersey Municipal Bond and STET New York Municipal Bond Funds SDIT Corporate Daily Income, No Fund may invest in None. No Fund may invest in interests SDIT Short-Duration interests in oil, gas or other in oil, gas or other mineral Government, SDIT mineral exploration or exploration or development Intermediate-Duration development programs. The STET programs. The STET Institutional Government, SDIT GNMA, SDIT Institutional Tax Free and Tax Free and STET California Tax Government II, INDEX S&P 500 STET California Tax Exempt may Exempt Funds may not invest in Index, INDEX Bond Index, STET not invest in oil, gas or oil, gas or mineral leases. Tax Free, STET mineral leases. Intermediate-Term Municipal, STET Pennsylvania Municipal Bond, STET Pennsylvania Tax Free, STET Institutional Tax Free and STET California Tax Exempt Funds
E-20
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- INVESTMENT COMPANIES SDIT Corporate Daily Income, No Fund may purchase None. No Fund may purchase securities SDIT Short-Duration securities of other investment of other investment companies; Government, SDIT companies; provided that all provided that all Funds may Intermediate-Duration Funds may purchase such purchase such securities as Government and SDIT GNMA Funds securities as permitted by the permitted by the 1940 Act and the 1940 Act and the rules and rules and regulations thereunder regulations thereunder but, in but, in any event, such Funds may any event, such Funds may not not purchase securities of other purchase securities of other open-end investment companies. open-end investment companies. INDEX S&P 500 Index, INDEX No Fund may purchase None. No Fund may purchase securities Bond Index and SIT securities of other investment of other investment companies International Fixed Income companies except as permitted except as permitted by the 1940 Funds by the 1940 Act and the rules Act and the rules and regulations and regulations thereunder and thereunder and may only purchase may only purchase securities securities of money market funds. of money market funds. STET Tax Free, STET No Fund may purchase None. No Fund may purchase securities Institutional Tax Free, STET securities of other investment of other investment companies, California Tax Exempt, STET companies, except that the except that the STET Intermediate-Term Municipal, STET Intermediate-Term Intermediate-Term Municipal, STET STET Pennsylvania Municipal Municipal, STET Pennsylvania Pennsylvania Municipal Bond and Bond and STET Pennsylvania Tax Municipal Bond and STET STET Pennsylvania Tax Free Funds Free Funds Pennsylvania Tax Free Funds may only purchase securities of may only purchase securities money market funds, as permitted of money market funds, as by the 1940 Act and the rules and permitted by the 1940 Act and regulations thereunder. the rules and regulations thereunder.
E-21
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- OWNERSHIP OF SECURITIES SDIT Corporate Daily Income, No Fund may purchase or retain None. None. SDIT Short-Duration securities of an issuer if, to Government, SDIT the knowledge of the Trust, an Intermediate-Duration officer, trustee, partner or Government, SDIT GNMA, SDIT director of the Trust or any Government II, INDEX S&P 500 investment adviser of the Index, INDEX Bond Index, SIT Trust owns beneficially more International Fixed Income, than 1/2 of 1% of the shares STET Tax Free, STET or securities of such issuer Institutional Tax Free, STET and all such officers, California Tax Exempt, STET trustees, partners and Intermediate-Term Municipal, directors owning more than 1/2 STET Pennsylvania Municipal of 1% of such shares or Bond and STET Pennsylvania Tax securities together own more Free Funds than 5% of such shares or securities.
E-22
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- UNSEASONED ISSUERS SDIT Corporate Daily Income, No Fund may purchase None. None. SDIT Short-Duration securities of any company Government, SDIT which has (with predecessors) Intermediate-Duration a record of less than three Government, SDIT GNMA, SDIT years continuing operations, Government II, STET Tax Free, except: (i) obligations issued STET Institutional Tax Free, or guaranteed by the U.S. STET California Tax Exempt, Government, its agencies or STET Intermediate-Term instrumentalities; or (ii) Municipal, STET Pennsylvania municipal securities which are Municipal Bond and STET rated by at least two Pennsylvania Tax Free Funds nationally recognized municipal bond rating services (or determined by the adviser or sub-adviser to be of "high quality" for the STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds) if, as a result, more than 5% of the total assets (taken at fair market value and current value for the STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds) would be invested in such securities.
E-23
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- SIT International Fixed No Fund may purchase None. None. Income, INDEX S&P 500 Index securities of any company and INDEX Bond Index Funds which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. INVESTMENT IN OPTIONS SDIT Corporate Daily Income, No Fund may purchase warrants, None. No Fund may purchase warrants, SDIT Short-Duration puts, calls, straddles, puts, calls, straddles, spreads Government, SDIT spreads or combinations or combinations thereof, except Intermediate-Duration thereof, except that the that the Intermediate-Duration Government, SDIT GNMA, SDIT Intermediate-Duration Government and GNMA Funds may Government II, INDEX S&P 500 Government and GNMA Funds may invest in options on futures Index and INDEX Bond Index invest in options on futures contracts. Funds contracts. STET Tax Free, STET No Fund may purchase warrants, None. No Fund may purchase warrants, Institutional Tax Free, STET puts, calls, straddles, puts, calls, straddles, spreads California Tax Exempt, STET spreads or combinations or combinations thereof, except Intermediate-Term Municipal, thereof, except as permitted as permitted by its statement of STET Pennsylvania Municipal by its statement of additional additional information. Bond and STET Pennsylvania Tax information. Free Funds
E-24
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- RESTRICTED/ILLIQUID SECURITIES SDIT Corporate Daily Income, No Fund may purchase None. No Fund may invest more than 10% SDIT Short-Duration restricted securities of its net assets in illiquid Government, SDIT (securities which must be securities. Intermediate-Duration registered under the Government, SDIT GNMA, SDIT Securities Act of 1933 before Government II, INDEX S&P 500 they may be offered or sold to Index, INDEX Bond Index and the public) or other illiquid SIT International Fixed Income securities except as described Funds in its prospectus and statement of additional information (and as described in its statement of additional information for the INDEX S&P 500 Index and INDEX Bond Index Funds). POLICY REGARDING CONTROL OF ISSUER SDIT Corporate Daily Income, No Fund may invest in None. No Fund may invest in companies SDIT Short-Duration companies for the purpose of for the purpose of exercising Government, SDIT exercising control. control. Intermediate-Duration Government, SDIT GNMA, SDIT Government II, INDEX S&P 500 Index, INDEX Bond Index, SIT International Fixed Income, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds
E-25
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- OTHER POLICIES SIMT Large Cap Value, SIMT Each Fund's investment None. None. Large Cap Growth, SIMT limitations in its respective Tax-Managed Large Cap, SIMT prospectus(es) are Small Cap Value, SIMT Small fundamental. Cap Growth, SIMT Tax-Managed Small Cap, SIMT Mid-Cap, SIMT Core Fixed Income, SIMT High Yield Bond, STET Tax Free, STET Institutional Tax Free, STET California Tax Exempt, STET Intermediate-Term Municipal, STET Pennsylvania Municipal Bond and STET Pennsylvania Tax Free Funds STET Intermediate-Term Each Fund must abide by its None. No Fund or each Fund must abide Municipal and STET maturity restrictions and by its maturity restrictions and Pennsylvania Municipal Bond invest solely in the permitted invest solely in the permitted Funds investments in its statement investments in its statement of of additional information and additional information and prospectuses. prospectuses. SLAT Prime Obligation Fund The Fund may only purchase None. None. securities with a remaining maturity of 365 days or less. (The Fund will be managed in accordance with Rule 2a-7 under the 1940 Act, which currently restricts a money market fund from acquiring any instrument with a remaining maturity of greater than 397 calendar days). STET California Municipal Bond The Fund must be fully At least 80% of its net assets None. Fund invested in obligations which is invested in obligations produce interest that is which produce interest that is exempt from both Federal and exempt from both Federal and California state income taxes. California state income taxes.
E-26
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY - ------------------------------ ------------------------------ ------------------------------ --------------------------------- STET Massachusetts Municipal The Fund must be fully At least 80% of its net assets None. Bond Fund invested in obligations which is invested in obligations produce interest that is which produce interest that is exempt from both Federal and exempt from both Federal and Massachusetts state income Massachusetts state income taxes. taxes. STET New Jersey Municipal Bond The Fund must be fully At least 80% of its net assets None. Fund invested in obligations which is invested in obligations produce interest that is which produce interest that is exempt from both Federal and exempt from both Federal and New Jersey state income taxes. New Jersey state income taxes. STET New York Municipal Bond The Fund must be fully At least 80% of its net assets None. Fund invested in obligations which is invested in obligations produce interest that is which produce interest that is exempt from both Federal and exempt from both Federal and New York state and city income New York state and city income taxes. taxes. STET Pennsylvania Municipal The Fund must be fully At least 80% of its net assets None. Bond Fund invested in obligations which is invested in obligations produce interest that is which produce interest that is exempt from both Federal and exempt from both Federal and Pennsylvania state income Pennsylvania state income taxes. taxes. SDIT GNMA Fund The Fund may not invest less None. The Fund has adopted a policy to than 65% of its assets in GNMA invest at least 80% of its assets securities. in the type of securities that it is required to by Rule 35d-1.
E-27 PROXY TABULATOR P.O. BOX 9132 HINGHAM, MA 02043-9132 TO VOTE BY TELEPHONE 1) Read the Proxy Statement and have the Proxy card on reverse at hand. 2) Call 1-800-690-6903. 3) Follow the recorded instructions. TO VOTE BY INTERNET 1) Read the Proxy Statement and have the Proxy card on reverse at hand. 2) Go to www.proxyweb.com 3) Follow the on-line instructions. TO VOTE BY MAIL 1) Read the Proxy Statement. 2) Check the appropriate box on the reverse side. 3) Sign, date and return the Proxy card in the envelope provided. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD. FUND NAME PRINTS HERE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2004 Notice is hereby given that a special meeting of shareholders (the "Meeting") of SEI Liquid Asset Trust ("SLAT"), SEI Tax Exempt Trust ("STET"), SEI Daily Income Trust ("SDIT"), SEI Index Funds ("INDEX"), SEI Institutional Managed Trust ("SIMT"), SEI Institutional International Trust ("SIT") and SEI Asset Allocation Trust ("SAAT") (collectively, the "Trusts") and each of their portfolios (the "Funds") will be held at the offices of SEI Investments Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania 19456, on October 27, 2004, at 3:00 p.m. (Eastern time). The purpose of the Meeting is to consider the Proposals set forth on the reverse side and to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof. The specifics of these Proposals, which are more fully described in the attached Proxy Statement, are shown on the reverse side of the card. IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF TRUSTEES. Date: __________________, 2004 Signature(s) (SIGN IN THE BOX) Please date and sign exactly as the name or names appear on this card. When signing as attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give full title. If shares are held jointly, each shareholder should sign. SEI MK 1 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) / / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / - -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1 MK 2 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3. NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF THAT FUND DO NOT APPROVE BOTH PROPOSALS. Proposal 2. To approve a "manager of managers" structure for: the Bond Index Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET. FOR AGAINST ABSTAIN / / / / / /
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to approve an investment advisory agreement with SIMC and these Funds. FOR AGAINST ABSTAIN / / / / / /
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 2, 3, 4 A-O MK 3 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3. NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF THAT FUND DO NOT APPROVE BOTH PROPOSALS. Proposal 2. To approve a "manager of managers" structure for: the Bond Index Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET. FOR AGAINST ABSTAIN / / / / / /
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to approve an investment advisory agreement with SIMC and these Funds. FOR AGAINST ABSTAIN / / / / / /
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / / 4(q) Fundamental Policy Requiring that At Least 65% of the SDIT GNMA Fund's Assets be Invested In Particular Types of Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 2, 3, 4A-O+Q MK 4 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3. NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF THAT FUND DO NOT APPROVE BOTH PROPOSALS. Proposal 2. To approve a "manager of managers" structure for: the Bond Index Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET. FOR AGAINST ABSTAIN / / / / / /
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to approve an investment advisory agreement with SIMC and these Funds. FOR AGAINST ABSTAIN / / / / / /
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 2, 3, 4A-N+P MK 5 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SAAT 1, 4CDGIN MK 6 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-I, K-O MK 7 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-O MK 8 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. 4(t) Fundamental Policy that the SLAT Prime Obligation Fund may only Purchase Securities with a Remaining Maturity of 365 Days or Less FOR AGAINST ABSTAIN / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1 & 4T MK 9 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / / 4(s) Fundamental Policy that the STET Intermediate-Term Municipal and STET PA Municipal Bond Funds Must Abide by their Maturity Restrictions and Invest Solely in Investments Permitted by their Prospectus and Statement of Additional Information / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-NPS MK 10 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4B-DGI MK 11 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(m) Fundamental Policy Regarding Investments in Options / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / / 4(r) Fundamental Policy Requiring the STET CA Municipal Bond, STET MA Municipal Bond, STET NJ Municipal Bond, STET NY Municipal Bond, and STET PA Municipal Bond Funds to be Fully Invested in Obligations which Produce Interest that is Exempt from Both Federal and State Income Taxes / / / / / / 4(s) Fundamental Policy that the STET Intermediate-Term Municipal and STET PA Municipal Bond Funds Must Abide by their Maturity Restrictions and Invest Solely in Investments Permitted by their Prospectus and Statement of Additional Information / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-NPRS MK 12 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(r) Fundamental Policy Requiring the STET CA Municipal Bond, STET MA Municipal Bond, STET NJ Municipal Bond, STET NY Municipal Bond, and STET PA Municipal Bond Funds to be Fully Invested in Obligations which Produce Interest that is Exempt from Both Federal and State Income Taxes / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4B-DGINR MK 13 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-DGI MK 14 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-DGIN MK 15 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / / 4(f) Fundamental Policy Regarding Control of an Issuer / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(h) Fundamental Policy Regarding Short Sales / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / / 4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers and Trustees / / / / / / 4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4B-LNO MK 16 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4B-DGIN MK 17 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-DIP MK 18 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4CDGI MK 19 PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X PLEASE DO NOT USE FINE POINT PENS. Proposal 1. To elect Trustees for the Trust. (01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES / / / /
- -------------------------------------------------------------------------------- TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NUMBER(S) OF THE NOMINEE(S) ABOVE. PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY "FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE, EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY, IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND WILL BE RECORDED AS YOUR INTENDED VOTE. Proposal 4. To approve eliminating or reclassifying certain fundamental policies and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation, Government, Treasury and Treasury II Funds of SDIT. FOR AGAINST ABSTAIN / / / / / /
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE CHECK THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN 4(a) Fundamental Policy Regarding Diversification / / / / / / 4(b) Fundamental Policy Regarding Concentration / / / / / / 4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / / 4(d) Fundamental Policy Regarding Lending / / / / / / 4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / / 4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / / 4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / / 4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. SEI 1, 4A-DGINP MK 20 -----END PRIVACY-ENHANCED MESSAGE-----