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| Counselors at Law |
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John J. O’Brien
Associate
215.963.4969
jobrien@morganlewis.com
August 9, 2010
FILED AS EDGAR CORRESPONDENCE
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
Division of Investment Management
100 F. Street, N.E.
Washington, DC 20549
Re: SEI Asset Allocation Trust — Follow-up to 485(b) Filing
Dear Ms. O’Neal-Johnson:
On behalf of our client, SEI Asset Allocation Trust (the “Trust” or “SAAT”), this letter responds to the comment you provided via telephone on August 5, 2010, regarding the Rule 485(b) materials filed on July 29, 2010, and affecting the SAAT Diversified Global Growth, Diversified Global Moderate Growth and Diversified Global Stock Funds (each, a “Fund,” and together, the “Funds”). Below, we have briefly summarized your comment, followed by our response.
Comment. The SEC staff’s informal position is that a fund with the term “global” in its name must invest at least 40% of its assets in securities of businesses outside the U.S. (30% during unfavorable market conditions). With respect to the Funds, please provide the SEC staff with a letter stating either that (a) each of the Funds is in compliance with, and will adopt as an investment policy, the SEC staff’s position on the use of the term “global” in a fund’s name, or (b) the removal of the term “global” from the name of each Fund is an agenda item at the next regularly scheduled meeting of the Trust’s Board of Trustees.
Response. After thorough consideration of the two options that the SEC staff has imposed, the Funds’ investment adviser has determined that it will seek approval from the Trust’s Board of Trustees at its August 12, 2010 meeting to change the name of each Fund.
I hereby acknowledge on behalf of, and with the express authority granted by, the Trust that: (i) the Trust is responsible for the adequacy and accuracy of the disclosure in its registration statement; (ii) SEC staff comments or changes to disclosure in response to staff comments in the registration statement reviewed by the staff do not foreclose the SEC from taking any action with respect to the registration statement; and (iii) the Trust may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
If you have any questions, need any additional information or would like any clarification, please contact me at (215) 963-4969.
Very truly yours, |
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/s/ John J. O’Brien |
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John J. O’Brien |
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