THE PROPOSALS

Shareholders of the Board.  AFunds are being asked:

Proposal 1:  To elect, as a slate of nominees, each of the current Trustees and one new Trustee who is an interested person(individually, a "Nominee" and collectively, the "Nominees") to the Board of SIIT,Trustees of the Trusts.

Proposal 2:  To amend the Agreement and Declaration of Trust for each of SIMT, SIT, STET and SDIT to reduce the shareholder quorum requirement from a majority to one-third (33-1/3%).

The following Trusts are being asked to consider the marked Proposal(s):

The Board, including the Independent Trustees, unanimously recommends that shareholders of the Funds vote in favor of each Proposal.

Proposal 1 — Election of Trustees

For Proposal 1, you are being asked to elect, as defined ina slate of nominees, each of the seven current Trustees of the Trusts, as well as elect one new Trustee. Proposal 1 arises from legal requirements that apply to mutual funds, such as the Funds. Specifically, the Investment Company Act of 1940, as amendedwhich regulates mutual funds (the “1940 Act”"1940 Act"), permits vacancies on a trust's board to be filled by appointment of a trustee (without a shareholder vote) only if, immediately after such appointment, more than two-thirds of the registered investment company's board of trustees have been elected by shareholders. The Board currently consists of seven Trustees, five of whom were elected by shareholders. Two of the current Trustees, Mr. Harris and Mr. Johnson, were appointed by the Trustees then in office to fill vacancies on the Board. After the appointments of Mr. Harris and Mr. Johnson, more than two-thirds of the Trustees still had been elected by shareholders. Currently, however, the Board is referredunable to in this Proxy Statement as an “Interested Trustee.”appoint a Trustee to fill the current vacancy on the Board because immediately after such appointment, less than two-thirds of the Trustees would have been elected by shareholders. Therefore, shareholder approval of either a new Trustee or one of the two current Trustees who arewas not interested personspreviously elected is required before the new Trustee can be added to fill the current vacancy on the Board.

Effective August 31, 2015, pursuant to its authority under each Trust's Agreement and Declaration of SIIT are referredTrust, the Board unanimously approved an increase in the number of Trustees that comprise the Board of each Trust to in this Proxy Statement as “Independent Trustees.”eight, thereby creating a vacancy

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

[This Proxy Statement is available at www.proxyvote.com.]

THE PROPOSALS

Summaryon the Board. At a meeting of the Proposals

Shareholders ofBoard on September 15, 2015, the Fund are being asked:

The Board including the Independent Trustees, has approved both the change in the Fund’s investment goal and the re-classification of the Fund’s investment goal from “fundamental”unanimously voted to “non-fundamental” and unanimously recommendsrecommend that shareholders of the Fund vote in favorTrusts elect Ms. Susan Cote as a new Independent Trustee of the proposals.Trusts to fill this vacancy and also to elect the existing seven Trustees of each Trust.

Proposal 1: ChangeAlthough not required by applicable law or each Trust's governing documents, the Board, for reasons of efficiency and to attempt to reduce future costs and expenses of the Fund’s Investment Goal

The BoardFunds, has approved a change to the Fund’s investment goal in order to permit the Fund to seek “Return characteristics similar to those of high quality bonds.” The Fund’s current investment goal, whichdetermined that it is fundamental, is to seek “Return characteristics similar to those of high quality corporate bonds, with a duration range of between nine and fourteen years.” SEI Investments Management Corporation, the Fund’s investment adviser (“SIMC” or the “Adviser”), and the Board believe that this change would allow the Fund greater flexibility in its investments by removing the duration restriction imposed by the Fund’s current investment goal.  In addition, SIMC and the Board believe that removing “corporate” from the current investment goal would provide further flexibility to the Fund.

SIMC does not believe that the changes in the Fund’s investment goal will significantly change the nature of the Fund’s portfolio or the types of investments that the Fund will make.  The Fund’s principal investment strategies will not be changing as a result of the change to the Fund’s investment goal, if approved. Rather, the proposed change to the Fund’s current investment goal would remove the duration limitation that currently restricts the Fund’s investments. This broadening of the Fund’s investment universe is expected to provide the Fund with increased investment opportunities, greater diversification opportunities for the Fund’s portfolio, the potential for lower risk and lower volatility, the potential for increased investment returns, and the ability to more closely align with its benchmark index.  SIMC believes that the Fund’s new investment goal, if approved, would be more consistent with similar registered funds, including other series of the Trust.

If the shareholders of the Fund do not approve the proposals, the Fund’s current investment goal would remain in place and the investment goal would continue to be classified as “fundamental.”  SIMC believes that this is not in the best interests of the Funds to seek the election by shareholders because the Fund’sof all seven current investment goal unnecessarily imposes a duration restriction on the Fund’s investments that cannot be changed without undertaking the lengthyTrustees. If Ms. Cote and costly process of holding a shareholder meeting.  Further, this limitation is not imposed as a fundamental limitation on many similar registered funds, which could limit the Fund’s ability to attract and retain assets compared to similar registered funds.  There can be no assurance that the Fund will achieve its investment goal.

The Board recommends that you vote “FOR” the changeall of the Fund’s investment goal.

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Funds, the number of sub-advisers to the Funds, and the growth trajectory of the Trusts. The Board also took into account that the Board recently included eight Trustees prior to the retirement of a trustee and how the Board operated with a size of eight trustees. Based on its review and deliberation, the Board, by unanimous written consent dated as of August 31, 2015, determined to increase the size of the Board to eight Trustees.

In considering candidates to serve as a new Independent Trustee, the Board and its Governance Committee generally considered each potential candidate's educational background, business or professional experience, and reputation. In addition, the Governance Committee evaluated each candidate's qualifications for Board membership and the independence of such candidates from the investment advisers and other principal service providers for the Funds as well as any relationships beyond those delineated in the Fund’s investment goal1940 Act that might impair independence. The Board and the re-classificationGovernance Committee also considered each candidate's expertise with respect to financial and accounting matters and the age and expertise of the Fund’scurrent Trustees. Ms. Cote's experience and qualifications are discussed below.

In determining to recommend that shareholders vote in favor of electing Ms. Cote to the Board, in addition to Ms. Cote's qualifications and experience, the Board determined (1) that Ms. Cote is sufficiently independent from relationships with SEI Investments Management Corporation ("SIMC"), which is the Funds' investment goal from “fundamental”adviser, and other principal service providers of the Funds, both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that Ms. Cote demonstrated an ability and willingness to “non-fundamental.”

make the considerable time commitment, including personal attendance at Board meetings, believed necessary to her function as an effective Board member; and (3) that Ms. Cote has no continuing relationship as a director, officer or board member of any U.S. registered investment company other than those within the SEI fund complex. The Board also considered the fact that the Board appointed Ms. Cote to four (4) affiliated trusts effective as of August 31, 2015 and that if Ms. Cote was elected as a Trustee to the Trusts, the Trusts would have the benefit of being able to share resources with those affiliated trusts for which Ms. Cote already serves as trustee. The Governance Committee has not adopted any specific policy on the issue of diversity, but may take this into account, among other factors, in its consideration of any new candidates to the Board.

In considering whether to approverecommend that shareholders elect the change in the Fund’s investment goal and re-classification of the Fund’s investment goal from “fundamental” to “non-fundamental,”seven current Trustees, the Board considered and discussed information provided by SIMC about the Fund’s current investment portfolio1940 Act voting requirements, the potential to mitigate future costs, and the impactflexibility that may be created with respect to the future appointment of Trustees to the Board if shareholders elect the current Trustees. The Board also considered its current composition, including its individual and collective educational background and business and professional experience. The Board also considered the fact that because the Funds would have to undertake the costs of a proxy in order to elect Ms. Cote as a new Trustee to the Board, the Funds would be able to significantly capitalize on economies

of scale in electing the current Trustees alongside Ms. Cote as a slate of nominees for the Board.

If shareholders elect Ms. Cote, it is anticipated that she will begin to serve the Trusts as an Independent Trustee immediately after the shareholder meeting. Irrespective of whether shareholders elect the seven current Trustees, all seven current Trustees will continue to serve as Trustees without interruption.

Individual Nominee Qualifications

The Board has concluded to recommend to shareholders that each of the Nominees should be elected to the Board because of his or her ability to review and understand information about the Funds, identify and request other information relevant to the performance of his or her duties, question management and other service providers regarding material factors bearing on the management and administration of the Funds, and exercise his or her business judgment in a manner that serves the best interests of the Trusts' shareholders. The Board has concluded that each of the Nominees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.

New Trustee Nominee

Susan Cote spent 18 years as a partner at Ernst & Young LLP, including nine years as the firm's Global Asset Management Assurance Leader, and seven years as the Americas Director of Asset Management. Prior to joining Ernst & Young, Ms. Cote spent 14 years serving in various roles in the asset management business of Prudential, including roles as Fund Treasurer, Chief Operating Officer and Managing Director. Prior to that, Ms. Cote worked at KPMG LLP. The Board has concluded that Susan Cote should be elected to serve as Trustee because of her education, knowledge of financial services and investment management, and 18 years of experience as a partner at a major accounting firm, and other professional experienced gained through her prior employment.

Current Interested Trustees

Robert A. Nesher has served as Chairman of the Board of Trustees of the Trusts since 1989. Mr. Nesher helped SEI establish its registered fund business prior to 1989 and has served as head of fund accounting and head of SEI's transfer agency and fund administration businesses. Mr. Nesher has also served as a trustee and/or chairman of several other investment companies that are affiliates of the Trust. The Board has concluded that Mr. Nesher should be elected to continue to serve as Trustee because of the experience he has gained in his various roles with SEI Investments Company, which he joined in 1974, his knowledge of and experience in the financial services industry, and the experience he has gained serving as Trustee of the Trusts.

William Doran has served as a Trustee of the Trusts since 1982. From October 1976 to October 2003, Mr. Doran was a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, PA, a firm that provides significant legal services to SIMC, its affiliates and the SEI Funds. He has been a consultant to the firm since

then. Mr. Doran has been a director of SEI Investments Company since March 1985. Mr. Doran is also a director of a number of subsidiaries of SEI Investments Company, including the Trusts' Distributor. Mr. Doran is also a trustee of several other investment companies for which affiliates of SIMC act as administrator and/or distributor. The Board has concluded that Mr. Doran should be elected to continue to serve as Trustee because of the experience he gained serving as a Partner in the Business and Finance and Investment Management and Securities Industry Practice of a large law firm, his experience in and knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trusts.

Current Independent Trustees

George J. Sullivan, Jr. has served as a Trustee since 1996 and as Lead Independent Trustee since 2011. Mr. Sullivan serves as a Trustee and Chairman of the Audit Committee of State Street Navigator Securities Lending Trust, a regulated investment company. Prior to that, he served as Chief Operating Officer of a hedge fund adviser, General Partner of Teton Partners, L.P., a global hedge fund and Senior Vice President responsible for fund accounting at Fidelity Investments. Mr. Sullivan is a certified public accountant, alumnus of Price Waterhouse Coopers and a graduate of Boston College. He was a member of the Executive Committee of the Independent Directors Council through September, 2015. The Board has concluded that Mr. Sullivan should be elected to continue to serve as Trustee because of the experience he gained as a certified public accountant and financial consultant, his experience in and knowledge of public company accounting and auditing and the financial services industry, the experience he gained as an officer of a large financial services firm in its operations department, and the experience he has gained serving as Trustee of the Trusts.

Nina Lesavoy has served as a Trustee since 2003. Ms. Lesavoy is the Founder of Avec Capital and has served as its Managing Director since 2008. Prior to that, she served as Managing Director of Cue Capital from 2002 to 2008. Previously, she was Chief Sales Officer and Managing Partner of InvestorForce, Inc. from 2000 to December 2001, and was Head of Sales and Client Service at Chancellor Capital and later LGT Asset Management from 1986 to 2000. The Board has concluded that Ms. Lesavoy should be elected and continue to serve as Trustee because of the experience she gained as a director of several private equity fundraising firms and marketing and selling a wide range of investment products to institutional investors, her experience in and knowledge of the financial services industry, and the experience she has gained serving as Trustee of the Trusts.

James Williams has served as a Trustee of the Trusts since 2004. Mr. Williams has been the Vice President and Chief Investment Officer of the J. Paul Getty Trust since December 2002 and Treasurer since 2006. Before joining the Getty, Mr. Williams spent three years as the president of Harbor Capital Advisors and president of the Harbor Fund's family of mutual funds. Prior to that, he was manager of the pension asset management department of Ford Motor Company. The Board has concluded that Mr. Williams should be elected and continue to serve as Trustee because of the experience he gained as Chief Investment Officer of a non-profit foundation, the

President of an investment management firm, the President of a registered investment company and the manager of a public company's pension assets, his experience in and knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trusts.

Mitchell Johnson has served as a Trustee since 2007. Mr. Johnson formerly was President of MAJ Capital Management, Inc., an investment management firm that he founded in 1994 following his retirement from the Student Loan Marketing Association ("Sallie Mae"). During his 21 years with Sallie Mae, Mr. Johnson held numerous positions within that organization including, for the seven years preceding his retirement, Senior Vice President, Corporate Finance. The Board has concluded that Mr. Johnson should be elected and continue to serve as Trustee because of the experience he gained as a senior vice president, corporate finance, of a Fortune 500 Company, his experience in and knowledge of the financial services and banking industries, the experience he gained serving as a director of other mutual funds, and the experience he has gained serving as Trustee of the Trusts since 2007.

Hubert L. Harris, Jr. has served as a Trustee since 2008. Mr. Harris previously served as CEO of Invesco North America and Chairman of Invesco Retirement Services, and served on the board of directors of Invesco from 1993 to 2005. From 1983 to 1988, Mr. Harris was President and Executive Director of the International Association for Financial Planning. Mr. Harris also served as the Assistant Director of the Office of Management and Budget in Washington, D.C. from 1977 to 1980. Since 1992, Mr. Harris has owned and operated Harris Plantation, Inc., a cattle, hay and timber business. Mr. Harris has served on the Board of Directors of Aaron's, Inc., since 2012. Mr. Harris is on the Board of Councilors of the Carter Center, and he previously served as a director of a bank holding company, chair of the Georgia Tech Foundation, chair of the Georgia Tech Alumni Association and on the board of other non-profit organizations. The Board has concluded that Mr. Harris should be elected and continue to serve as Trustee because of the experience he gained as Chief Executive Officer and Director of an investment management firm, the experience he gained serving on the board of a public company, his experience in and knowledge of the financial services and banking industries, and the experience he has gained serving as Trustee of the Trusts since 2008.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Trusts. Moreover, references to the qualifications, attributes and skills of Nominees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The tables below show information about the Nominees, including each of the current duration restriction onTrustees. For purposes of their duties as current Trustees, the Fund’s portfolioaddress of each individual listed below is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

¹  Each Trustee shall hold office during the lifetime of this Trust until the election and howqualification of his or her successor, or until he or she sooner dies, resigns or is removed in accordance with the Trust's Declaration of Trust.

²  This proxy is not being sent to the following four (4) Trusts: SEI Insurance Products Trust, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust. However, the funds that are a series of these four (4) Trusts have been included in the number of portfolios in the Fund Complex overseen by the nominees. The Fund Complex consists of U.S. registered investment companies advised or serviced by SIMC. The Fund Complex comprises eleven (11) total Trusts, which, in turn, comprise 104 total series, each of which is considered a separate mutual fund.

The tables below show the number of shares of each Fund beneficially owned by each Nominee as of December 31, 2014. Unless otherwise noted, each Nominee owns less than 1% of the outstanding shares of each Series.

Interested Trustees

Independent Trustees

Role of the Board

There are currently seven members of the Board of Trustees, five of whom are not interested persons of the Trusts, as that term is defined in the 1940 Act. Robert A. Nesher, an interested person of the Trust, serves as Chairman of the Board. George J. Sullivan, Jr., an Independent Trustee, serves as the lead Independent Trustee. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trusts. The Board made this impactsdetermination in consideration of, among other things, the Fund’s ability to track its benchmark index.fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trusts, and the number of funds (and classes of shares) overseen by the Board. The Board also discussedbelieves that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

The management and affairs of each Trust and their respective series are overseen by the Trustees. The Board approves contracts under which certain companies provide essential management services to the Trusts. Like most mutual funds, the day-to-day business of the Trusts is performed by third party service providers, such as SIMC, a distributor and an administrator. The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by SIMC and the various sub-advisers and receives information about those services at its regular meetings. In addition, in connection with its consideration of whether to annually renew the advisory agreements between each Trust, on behalf of the Funds that are a series of the respective Trust, and SIMC and the various sub-advisory agreements between SIMC and the sub-advisers with respect to the Funds, the Board annually meets with SIMC how theseand, at least every three years, meets with the sub-advisers to review such services. Among other things, the Board regularly considers the sub-advisers' adherence to the Funds' investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about the Funds' investments, including, for example, portfolio holdings schedules and reports on the Adviser's use of derivatives and illiquid securities in managing the Funds.

The Trusts' Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and Fund, SIMC and sub-adviser risk assessments. At least

annually, the Trusts' Chief Compliance Officer provides the Board with a report on each Trust reviewing the adequacy and effectiveness of each Trust's policies and procedures and those of its service providers, including SIMC and the various sub-advisers. The reports address the operation of the policies and procedures of the Trusts and each service provider since the date of the last report; any material changes were expected to benefitthe policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds' service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Trusts' Fair Value Pricing Committee provides regular reports to the Board concerning investments for which market prices are not readily available or may be unreliable. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the Funds' financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds' internal controls. Additionally, the Board oversees Fund shareholders.management's implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trusts in their periodic reports with the SEC are recorded, processed, summarized and reported within the required time periods. The Board also oversees the Trusts' internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trusts' financial reporting and the preparation of the Trusts' financial statements.

Board Committees

There are three Committees of the Trusts' Board of Trustees: the Audit Committee, the Governance Committee and the Fair Value Pricing Committee.

The Board has a standing Audit Committee that is composed of each of the Independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: (i) recommending which firm to engage as each Trust's independent auditor and whether to terminate this relationship; (ii) reviewing the independent auditor's compensation, the proposed scope and terms of its engagement and the firm's independence; (iii) pre-approving audit and non-audit services provided by each Trust's independent auditor to the Trust and certain other affiliated entities; (iv) serving as a channel of communication between the independent auditor and the Trustees; (v) reviewing the results of each external audit, including any qualifications in the independent auditor's opinion, any related management letter, management's responses to recommendations made by the independent auditor in connection with the audit, reports submitted to the Audit Committee by the internal auditing department of each Trust's administrator that are material to the Trust as a whole, if any, and management's responses to any such reports; (vi) reviewing each Trust's audited financial statements and considering any significant disputes between the Trust's management and the independent auditor that arose in connection with the preparation

of those financial statements; (vii) considering, in consultation with the independent auditor and each Trust's senior internal accounting executive, if any, the independent auditor's report on the adequacy of the Trust's internal financial controls; (viii) reviewing, in consultation with each Trust's independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust's financial statements; and (ix) other audit related matters. In addition, the Audit Committee is responsible for the oversight of each Trust's compliance program. Messrs. Sullivan, Williams, Johnson and Harris, and Ms. Lesavoy currently serve as members of the Audit Committee. If the Proposals are approvedMs. Cote is elected by shareholders, it is anticipatedexpected that the change inBoard would appoint her to the Fund’s investment goalAudit Committee. The Audit Committee meets periodically, as necessary, and re-classificationmet four (4) times during the 2014 calendar year.

The Board has a standing Governance Committee that is composed of each of the Fund’s investment goalIndependent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self assessment of the Board's operations; (iii) selecting and nominating all persons to serve as independent Trustees and evaluating the qualifications of "interested" (as that term is defined under the 1940 Act) Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Governance Committee at the applicable Trust's offices. Messrs. Sullivan, Williams, Johnson and Harris, and Ms. Lesavoy currently serve as members of the Governance Committee. If Ms. Cote is elected by shareholders, it is expected that the Board would appoint her to the Governance Committee. The Governance Committee shall meet at the direction of its Chair as often as appropriate to accomplish its purpose. In any event, the Governance Committee shall meet at least once each year and shall conduct at least one meeting in person. The Governance Committee met four (4) times during the 2014 calendar year.

The Board has a standing Fair Value Pricing Committee (also referred to as the Fair Value Committee) that is composed of at least one Trustee and various representatives of the Trusts' 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. The Fair Value Pricing Committee meets periodically, as necessary, and met thirty-six (36) times during the 2014 calendar year.

Compensation of Trustees and Officers

The Interested Trustees and the officers of the Trusts do not receive compensation from “fundamental”the Trust, except that a portion of the Trusts' CCO's salary is paid by the Trusts. Each Independent Trustee receives an annual fee for services provided to “non-fundamental” will take effect promptly after such approval.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. (Please note: The Fund Complex currently consists of 104 portfolios of the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, SEI Insurance Products Trust, SEI Catholic Values Trust, Adviser Managed Trust and New Covenant Funds. This proxy is not being sent to shareholders of SEI Insurance Products Trust, SEI Catholic Values Trust, Adviser Managed Trust and New Covenant Funds because the Proposals do not apply to those trusts. Accordingly, compensation charts for those four (4) trusts have not been provided).

The chart below provides information about the total compensation paid to the Independent Trustees by each Trust for the fiscal year indicated.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR"FOR"
THE ELECTION OF THE PROPOSALSALL NOMINEES.

3Proposal 2 — Reduce Quorum for Shareholder Meetings
(SIMT, SIT, STET and SDIT Only)

Proposal 2 is asking shareholders of those Funds that are a series of SIMT, SIT, STET or SDIT to vote to amend each Trust's Agreement and Declaration of Trust to reduce the shareholder quorum requirement from a majority to one-third (33-1/3%), to the extent permitted under the 1940 Act. After careful consideration, the Board has determined that it is in the best interest of the Funds of SIMT, SIT, STET and SDIT to reduce the shareholder quorum requirement.

Presently, in order for shareholders of the Funds that are a series of SIMT, SIT, STET and SDIT to vote on a matter, a majority of the shares entitled to vote constitutes a quorum. A quorum represents the number of shareholders that must be present at a meeting, in person or by proxy, for a shareholder vote taken at the meeting to be valid. The present quorum requirement places considerable cost burdens on those Funds due to the expenses related to proxy voting. It is generally quite difficult to get shareholders to vote in connection with a shareholder meeting. Given the diverse and widely held shareholder base for the SEI Funds, it is very costly and time consuming to get a quorum of shareholders. These costs include printing and mailing follow-up requests asking shareholders to vote, and retaining third-party proxy solicitation firms to directly contact shareholders and ask them to vote. Further, there is a risk that a shareholder vote on an important matter is essentially unobtainable as a result of the difficulties in getting a majority of shareholders to vote. Therefore, the Board recommends that shareholders approve the proposal to amend the Agreement and Declaration of Trust for each of SIMT, SIT, STET and SDIT to reduce the shareholder

Voting

Shares represented by duly executed proxies will be voted at the Meeting in accordance with the instructions given. However, if no instructions are specified on the proxy with respect to a Proposal,the Proposal(s), shares will be voted FOR the approval of the ProposalProposal(s) and in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the Meeting. If you wish to participate in the Meeting, you may submit the proxy card included with this Proxy Statement or attend in person. Your vote is important no matter how many shares you own. You can vote easily and quickly by telephone, Internet, mail or in person at the Meeting. Should you require additional information regarding the proxy or replacement proxy cards, you may contact SIITeach Trust at 1-800-DIAL-SEI.

Revocation

A shareholder may revoke a previously submitted proxy at any time prior to the Meeting by (i) a written revocation, which must be signed and include the shareholder’sshareholder's name and account number, received by the Secretary of the TrustTrusts at One Freedom Valley Drive, Oaks, PA 19456; (ii) properly executing a later-dated proxy; or (iii) attending the Meeting and voting in person.

OTHER INFORMATION

Solicitation of Proxies, Payment of Expenses

The solicitation of proxies is being made on behalf of the Board, on behalf of the Fund.Funds. The Fund hasFunds have retained Broadridge Financial Solutions, Inc. (the “Proxy Solicitor”"Proxy Solicitor") to aid in the solicitation. The costs of retaining the Proxy Solicitor and other expenses incurred in connection with the solicitation of proxies will be paid by the Fund.Funds. The anticipated cost associated with the solicitation of proxies by the Proxy Solicitor is approximately $4,000$500,000 plus any reasonable out-of-pocket expenses incurred by the Proxy Solicitor. Proxies may be solicited by mail, electronically, by telephone, fax, in person or by other means, and representatives of the Proxy Solicitor, SIIT,each Trust, SIMC, the Administrator and SEI may participate in the solicitation of proxies.

The FundFunds will pay all expenses related to conducting this proxy, including, but not limited to, preparation, printing and mailing of this Proxy Statement and its enclosures, legal fees, and solicitation costs. SIIT estimatesThe Trusts estimate these costs to be approximately $40,000.$3,100,000. The payment of such fees will be considered an

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of this Proxy Statement to a shareholder at a shared address. Please note that each shareholder will receive a separate proxy card, regardless of whether he or she resides at a shared address. Please call 1-800-DIAL-SEI or forward a written request to SIIT,the applicable Trust, One Freedom Valley Drive, Oaks, Pennsylvania 19456 if you would like to (1) receive a separate copy of this Proxy Statement; (2) receive your annual reports, semi-annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports, semi-annual reports or proxy statements if you are currently receiving multiple copies at a shared address.

Shareholder Proposals

SIITEach Trust is organized as a business trust under the laws of the Commonwealth of Massachusetts. As such, SIITeach Trust is not required to, and does not, have annual meetings, except to the extent that such meetings are required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a future shareholder meeting should send their written proposals to the Secretary of SIITthe Trusts at One Freedom Valley Drive, Oaks, PA 19456 within a reasonable time before such meeting. Submission of a proposal does not necessarily mean that such proposal will be included in SIIT’sthe Trust's proxy statement since inclusion in the proxy statement is subject to eligibility requirements and compliance with certain federal regulations.

Communications with the Board

Shareholders wishing to submit written communications to the Board should send their communications to the Secretary of SIITthe Trusts at One Freedom Valley Drive, Oaks, PA 19456. Any such communications received will be reviewed by the Board at its next regularly scheduled meeting.

Shares Outstanding

The Fund only offers Class A Shares, with each share being entitled to one vote. As of the Record Date, the net assets (rounded to the nearest dollar) and the approximate number of shares issued and outstanding (rounded to the nearest whole share) for the Fund were as follows:

Beneficial Ownership of Shares and Security Ownership of Management

Appendix A to this Proxy Statement contains information about the beneficial ownership by shareholders of five percent (5%) or more of the Fund’sFunds' outstanding shares as of the Record Date.

The Trust hasTrusts have delegated to SIMC the authority to vote proxies on the securities held in the Fund’sFunds' portfolios. Accordingly, SIMC will have voting authority if any shares of the FundFunds are held by another SEI Fund. The Trust hasTrusts have been advised by SIMC that any shares of the FundFunds over which SIMC has voting power will be voted in the same proportion as the vote of all other shareholders of the Fund.  AsFunds. Information regarding the amount of the

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thereunder in accordance with their best judgment at that time with respect to such matters unless such proxy contains specific restrictions to the contrary.

Annual Report to Shareholders

For a free copy of the Fund’seach Trust's most recent annual report and most recent semi-annual report succeeding the annual report, shareholders of the FundFunds may call 1-800-DIAL-SEI or write to the FundFunds at One Freedom Valley Drive, Oaks, PA 19456.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
EACH PROPOSAL.

The Trustees, including the Independent Trustees, recommend that shareholders of the Fund approve the Proposals.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. YOU MAY ALSO VOTE BY TELEPHONE OR ON THE INTERNET. ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL OF THE PROPOSALS.

7PROPOSAL.

EXHIBIT A

APPENDIX A

BENEFICIAL OWNERSHIP OF SHARES OF THE FUNDFUNDS

5% ShareholdersShareholders.. As of the Record Date, the following persons were the only persons who were record owners or, to the knowledge of the Fund,Funds, were beneficial owners of 5% or more of the Fund’sFunds' outstanding shares. The Fund believesFunds believe that most of the shares referred to in the table below were held by the below persons in accounts for their fiduciary, agency, or custodial customers.

SIMT

[TO BE UPDATED AS OF THE RECORD DATE]