<Page>
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
<Table>
/X/ Filed by the Registrant
/ / 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 Section240.14a-11(c) or
Section240.14a-12
SEI DAILY INCOME TRUST
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(Name of Registrant as Specified in Its Charter)
SEI DAILY INCOME TRUST
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(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
</Table>
Payment of Filing Fee (Check the appropriate box):
<Table>
/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:
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(2) Aggregated 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 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) Dated Filed:
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</Table>
<Page>
SEI DAILY INCOME TRUST
SEI LIQUID ASSET TRUST
----------------------------------------------------------------------
IMPORTANT SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
This document contains your proxy statement and proxy card. 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 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.
- --------------------------------------------------------------------------------
<Page>
SEI DAILY INCOME TRUST
SEI LIQUID ASSET TRUST
Dear Shareholder,
A shareholder meeting of the Money Market, Prime Obligation, Government,
Government II, Treasury and Treasury II Funds (collectively, the "SDIT Funds")
of SEI Daily Income Trust and the Treasury Securities, Government Securities and
Prime Obligation Funds (collectively, the "SLAT Funds" and, together with the
SDIT Funds, the "Funds") of SEI Liquid Asset Trust has been scheduled for
December 5, 2002 (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 October 8,
2002, 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. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE NEED YOUR VOTE. PLEASE
MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD 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 APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR EACH FUND.
2. TO APPROVE SIMC AS EACH FUND'S INVESTMENT ADVISER, AND TO APPROVE AN
INVESTMENT ADVISORY AGREEMENT WITH SIMC.
3. TO APPROVE ELIMINATING, AMENDING OR RECLASSIFYING CERTAIN FUNDAMENTAL
POLICIES AND RESTRICTIONS.
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 1,
with SIMC serving as each Fund's "manager of managers," shareholders must
approve Proposals 1 and 2. If shareholders do not approve both Proposals,
neither Proposal will 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
<Page>
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:
- To approve a "manager of managers" structure for your Fund(s).
- To approve SEI Investments Management Corporation ("SIMC") as investment
adviser for your Fund(s) and, to approve an investment advisory agreement
with SIMC.
- To approve eliminating, amending or reclassifying certain fundamental
investment policies and restrictions of your Fund(s).
WHAT IS A "MANAGER OF MANAGERS" STRUCTURE?
The Board of Trustees is proposing the implementation of a "manager of managers"
structure for the Money Market, Prime Obligation, Government, Government II,
Treasury and Treasury II Funds (the "SDIT Funds") of SEI Daily Income Trust
("SDIT") and the Treasury Securities, Government Securities and Prime
Obligations Funds (the "SLAT Funds" and, together with the SDIT Funds, the
"Funds") of SEI Liquid Asset Trust ("SLAT" and, together with SDIT, the
"Trusts"). 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 Investment Company Act of 1940, as amended (the "1940 Act"), which regulates
investment companies, such as the Funds, 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.
Most 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, and the new investment advisory agreement with SIMC.
As mentioned above, the 1940 Act requires shareholder
<Page>
approval of new investment advisory agreements. At a meeting held in September
2002, the Board approved SIMC as a replacement for the Funds' investment
adviser. At the meeting, the Board approved SIMC as "interim" investment adviser
under an interim advisory agreement that has a maximum term of 150 days. The
Proxy Statement requests your approval of investment advisory agreements with
SIMC that are not "interim" agreements and can be continued from year to year
with the approval of the Board of Trustees.
SIMC has recommended to the Board, and the Board has approved, Banc of America
Capital Management, LLC ("BACAP LLC") to serve as investment sub-adviser to each
Fund. BACAP LLC currently serves as sub-adviser to each Fund pursuant to an
"interim" sub-advisory agreement with SIMC. Information regarding BACAP LLC is
contained in the Proxy Statement. If Proposals 1 and 2 are approved, BACAP LLC
will serve as sub-adviser in the "manager of managers" structure under new
sub-advisory agreements with SIMC. The appointment of BACAP LLC as sub-adviser
does not require shareholder approval. In addition, SIMC will be able to
recommend that the Board hire additional sub-advisers or replace BACAP LLC as
sub-adviser, 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(s) just as
before and the Funds 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 is 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 sub-advisers. As a result, the
proposed changes will not result in increased investment advisory fees.
Certain Fund service providers have contractually or voluntarily agreed to waive
fees to keep the Funds' total expense ratio at specific levels. 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.
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
2
<Page>
more quickly to future changes in investment opportunities. It is currently
expected that the proposed changes to 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 will help save
the costs of any further solicitations for shareholder votes. We encourage all
shareholders to participate in the governance of their Fund(s).
HOW DO THE TRUSTEES SUGGEST THAT I VOTE?
After careful consideration, the Trustees of your Fund(s), 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 Standard
Time, Monday through Friday.
HOW CAN I VOTE MY SHARES?
You may choose from one of the following options:
- Through the Internet, by using www.proxyvote.com and following the
onscreen instructions.
- By telephone, by calling toll free 1-800-690-6903.
- By mail, with the enclosed proxy card and return envelope.
- In person at the shareholder meeting (see details enclosed in the Proxy
Statement).
3
<Page>
SEI DAILY INCOME TRUST
SEI LIQUID ASSET TRUST
101 FEDERAL STREET
BOSTON, MA 02110
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
DECEMBER 5, 2002
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of the Money Market, Prime Obligation, Government, Government II,
Treasury and Treasury II Funds (the "SDIT Funds") of SEI Daily Income Trust
("SDIT") and the Treasury Securities, Government Securities and Prime Obligation
Funds (the "SLAT Funds" and, together with the SDIT Funds, the "Funds") of SEI
Liquid Asset Trust ("SLAT" and, together with SDIT, the "Trusts") will be held
at the offices of SEI Investments Management Corporation ("SIMC"), One Freedom
Valley Drive, Oaks, Pennsylvania 19456, on December 5, 2002, at 11:00 a.m.
(Eastern time).
At the Meeting, shareholders of each Fund will be asked to consider and act
on: (i) a new "manager of managers" structure; (ii) a new investment advisory
agreement; and (iii) changes to certain fundamental investment policies and
restrictions (the "Proposals"). 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 APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR EACH FUND.
2. TO APPROVE SIMC AS EACH FUND'S INVESTMENT ADVISER, AND TO APPROVE AN
INVESTMENT ADVISORY AGREEMENT WITH SIMC.
3. TO APPROVE ELIMINATING, AMENDING OR RECLASSIFYING CERTAIN FUNDAMENTAL
POLICIES AND RESTRICTIONS.
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 a "manager of managers"
structure for the Funds. 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 2 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 1, with SIMC serving as each Fund's "manager
of managers," shareholders must approve Proposals 1 and 2. If shareholders do
not approve both Proposals, neither Proposal will be implemented and the
Trustees will consider an alternative course of action. Proposal 3 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 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.
<Page>
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 a Trust's 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 the business on October 8, 2002 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
November 1, 2002
<Page>
SEI DAILY INCOME TRUST
SEI LIQUID ASSET 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 Daily Income Trust ("SDIT") and SEI
Liquid Asset Trust ("SLAT" and, together with SDIT, the "Trusts") for use at the
special meeting of shareholders to be held on December 5, 2002 at 11:00 a.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 Money
Market, Prime Obligation, Government, Government II, Treasury and Treasury II
Funds of SDIT ("SDIT Funds") and the Treasury Securities, Government Securities
and Prime Obligation Funds of SLAT ("SLAT Funds" and, together with the SDIT
Funds, the "Funds") at the close of business on October 8, 2002 are entitled to
vote at the Meeting ("Shareholders").
As of October 8, 2002, the net assets and the approximate number of units of
beneficial interest ("shares") issued and outstanding for each Fund were as
follows:
SEI DAILY INCOME TRUST
<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
---- ---------- ------------------
Money Market Fund $1,107,022,906.97 1,107,068,619
Prime Obligation Fund $5,214,905,651.21 5,215,017,360
Government Fund $ 892,948,385.20 892,965,995
Government II Fund $ 928,542,353.51 928,647,609
Treasury Fund $ 820,143,171.49 820,144,984
Treasury II Fund $ 650,717,858.69 650,724,726
</Table>
SEI LIQUID ASSET TRUST
<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
---- ---------- ------------------
Treasury Securities Fund $ 122,722,363.24 122,712,716
Government Securities Fund $ 52,584,818.28 52,606,613
Prime Obligation Fund $1,091,591,940.47 1,091,601,130
</Table>
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. Each Fund will be voting separately and each Fund's votes
will be counted separately for each Proposal. If a Fund approves a Proposal
while one or more Funds do not approve that Proposal, the Proposal will be
implemented only with respect to the Fund or Funds that have approved the
Proposal.
<Page>
In addition to the solicitation of proxies by mail, Trustees and officers of
the Trust and officers and employees of SIMC, the Shareholder Servicing Agent
for the Trust, and certain third parties hired for such purpose, may solicit
proxies in person, by Internet or by telephone. SIMC will bear the costs of the
Meeting and costs of any solicitation in connection with the Meeting. SIMC and
the Trusts will use Georgeson Shareholder, a third party solicitor, for
solicitation of proxies. Georgeson Shareholder may solicit proxies in person, by
Internet or by telephone. SIMC expects to pay approximately $26,000 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. The proxy card and this Proxy Statement are being
mailed to Shareholders on or about November 1, 2002.
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 a Trust's 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) a new "manager of managers"
structure; (ii) the selection of a new investment adviser; and (iii) changes to
certain investment policies and restrictions. The summary voting table below
sets forth the action required of each Fund.
<Table>
<Caption>
NO. PROPOSAL FUND
- --- -------- ----
1. TO APPROVE A "MANAGER OF MANAGERS" All Funds, each Fund voting
STRUCTURE FOR EACH FUND. separately
2. TO APPROVE SIMC AS EACH FUND'S All Funds, each Fund voting
INVESTMENT ADVISER, AND TO APPROVE separately
AN INVESTMENT ADVISORY AGREEMENT
WITH SIMC.
3. TO APPROVE ELIMINATING, AMENDING OR All Funds, each Fund voting
RECLASSIFYING CERTAIN FUNDAMENTAL separately
POLICIES AND RESTRICTIONS.
</Table>
Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.
RELATIONSHIP AMONG PROPOSALS 1 AND 2. TO IMPLEMENT THE "MANAGER OF
MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS,"
SHAREHOLDERS MUST APPROVE PROPOSALS 1 AND 2. 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.
2
<Page>
PROPOSAL 1. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR EACH FUND.
The Board of Trustees recommends that Shareholders approve a "manager of
managers" structure for each Fund, as described below.
SEC EXEMPTIVE ORDER AND SHAREHOLDER APPROVAL. Proposal 1 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 SEC exemption 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, that
Fund's shareholders must approve the "manager of managers" structure. Most of
the 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 objectives. 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 the 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.
3
<Page>
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
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.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
PROPOSAL 2. TO APPROVE SIMC AS EACH FUND'S INVESTMENT ADVISER, AND TO APPROVE
AN INVESTMENT ADVISORY AGREEMENT WITH SIMC.
The Board of Trustees recommends that Shareholders approve SIMC as the
investment adviser of each Fund and approve the investment advisory agreements
(each an "Investment Advisory Agreement" and, collectively, the "Investment
Advisory Agreements") between the Trusts and SIMC relating to the Funds (which
are attached as Exhibits A and B to this Proxy Statement). The description of
the Investment Advisory Agreements in this Proxy Statement is qualified in its
entirety by reference to Exhibits A and B. 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 September 17, 2002.
PREVIOUS INVESTMENT ADVISORY ARRANGEMENTS. Wellington Management Company,
LLP ("Wellington Management") previously served as investment adviser to each
Fund pursuant to an investment advisory agreement with SDIT dated September 30,
1983 and an investment advisory agreement with SLAT dated October 30, 1985
(collectively, the "Previous Advisory Agreements"). At a meeting of the Board of
Trustees held on September 17, 2002, the Trustees approved the replacement of
Wellington Management with SIMC 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 objectives.
CURRENT ADVISORY ARRANGEMENTS. At the September meeting, the Board of
Trustees also approved SIMC as each Fund's "interim" investment adviser. SIMC
serves as such under "interim" investment advisory agreements with the Trusts,
on the Funds' behalf. The rules under the 1940 Act allow a board in certain
circumstances to approve an interim advisory agreement pending shareholder
approval of the new investment adviser. In accordance with these rules, each
Trust's interim advisory agreement with SIMC has a maximum term of 150 days.
Except for the provisions with respect to the term of the agreements, the
provisions of the interim advisory agreements are the same as those of the new
Investment Advisory Agreements.
At the September meeting, the Board of Trustees also approved Banc of
America Capital Management, LLC ("BACAP LLC") as an "interim" sub-adviser to
each Fund. BACAP LLC serves as such pursuant to "interim" sub-advisory
agreements, which have a maximum term of 150 days.
4
<Page>
NEW INVESTMENT ADVISORY AGREEMENTS. 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.
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 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 objectives 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. At the
September meeting, the Board of Trustees approved BACAP LLC as the investment
sub-adviser to each Fund, subject to shareholder approval of the "manager of
managers" structure described in this Proxy Statement. If Shareholders approve
this structure, BACAP LLC will serve as a sub-adviser to each Fund under a sub-
advisory agreement between BACAP LLC and SIMC. As the sub-adviser to the Funds,
BACAP LLC will be responsible for the day-to-day investment management of all or
a discrete portion of each Fund's assets allocated to it by SIMC. BACAP LLC will
be authorized to make investment decisions for each Fund and place orders on
each Fund's behalf to effect those investment decisions. As the "manager of
managers" of each Fund, SIMC will oversee BACAP LLC to ensure compliance with
each Fund's investment objectives and guidelines, and will monitor BACAP LLC's
adherence to each Fund's investment style. Shortly after BACAP LLC begins acting
as sub-adviser under this structure, each Fund will provide shareholders with
information about BACAP LLC and its investment advisory agreements with SIMC.
BACAP LLC has been registered with the SEC since September 29, 1995. BACAP
LLC was established in 1995 as TradeStreet Investment Associates, Inc., changed
its name on January 18, 2000 to Banc of America Capital Management, Inc., and on
April 5, 2001, it was restructured as a limited liability company. BACAP LLC is
a wholly-owned subsidiary of Bank of America, N.A., which, in turn, is an
indirect wholly-owned banking subsidiary of Bank of America Corporation, a bank
holding company organized as a Delaware Corporation.
BACAP LLC provides investment advisory services to institutional portfolios,
mutual funds and high-net-worth individuals and is the primary investment
management group of Bank of America Corporation. As of June 30, 2002, BACAP LLC
managed over $172 billion in assets, approximately
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$122 billion of which is money market style assets. SIMC recommended that the
Board hire BACAP LLC as a sub-adviser based upon BACAP LLC's experience and
performance record managing money market fund assets.
COMPENSATION. For its services as investment adviser and "manager of
managers" of each Fund, SIMC will receive a fee from the Funds. Under each
Investment Advisory Agreement, the Funds will pay SIMC an annual fee of 0.075%
on the first $500 million on average daily net assets and 0.02% on average daily
net assets in excess of $500 million, which will be calculated daily and paid
monthly. For purposes of calculating the investment advisory fee, the assets of
all of the Funds of a Trust will be aggregated. This is the same contractual fee
that was paid to the previous adviser. 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.
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.
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 to
the extent such provisions cannot be waived or modified by the Investment
Advisory Agreement). The limitations of liability provisions of the Investment
Advisory Agreements are identical to the limitation of liability provisions of
the Previous Advisory Agreements.
DESCRIPTION OF THE INVESTMENT ADVISER. SIMC is a wholly-owned subsidiary of
SEI Investments Company ("SEI"), a financial services company located at 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 most other funds
in the SEI Funds family as a "manager of managers" in 1995, and has significant
experience providing advice
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to investors regarding the selection and evaluation of investment advisers. As
of August 31, 2002, SIMC acted in a similar "manager of managers" role with
respect to $32.2 billion of client assets.
Listed below are the names and principal occupations of each director and
the principal executive officer of SIMC. The principal business address of each
director and the principal executive officer, as it relates to their duties at
SIMC, is One Freedom Valley Drive, Oaks, Pennsylvania 19456.
<Table>
<Caption>
NAME TITLE
- ---- -----
Alfred P. West, Jr. Director, Chairman and Chief Executive Officer
Carmen V. Romeo Director, Executive Vice President
Richard B. Lieb Director, Executive Vice President
</Table>
Listed below are the names of each officer of the Funds who is an officer or
employee of SIMC.
<Table>
<Caption>
NAME POSITION WITH FUND POSITION WITH SIMC
- ---- --------------------------------- ---------------------------------
Edward D. Loughlin President & Chief Executive Executive Vice President
Officer
Timothy D. Barto Vice President & Secretary Vice President & Assistant
Secretary
Todd B. Cipperman Vice President & Assistant Senior Vice President, General
Secretary Counsel & Secretary
James R. Foggo Controller & Chief Financial Vice President & Secretary
Officer
Lydia A. Gavalis Vice President & Assistant Vice President & Assistant
Secretary Secretary
Christine M. McCullough Vice President & Assistant Vice President & Assistant
Secretary Secretary
Sherry Kajdan Vice President & Assistant Vice President & Assistant
Vetterlein Secretary Secretary
Robert S. Ludwig Vice President & Assistant Senior Vice President & Chief
Secretary Investment Officer
William E. Zitelli, Jr. Vice President & Assistant Vice President & Assistant
Secretary Secretary
John C. Munch Vice President & Assistant Vice President & Assistant
Secretary Secretary
</Table>
OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES. SIMC serves as investment
adviser and "manager of managers" to the following funds that have similar
investment objectives as the Funds. The following table provides comparative
information on fees paid to SIMC for managing funds with similar investment
objectives as the Funds.
<Table>
<Caption>
NAME OF FUND NET ASSETS OF FUND
(INVESTMENT OBJECTIVE) AS OF JUNE 30, 2002 MANAGEMENT FEE
---------------------- ------------------- --------------
SIPT Prime Obligation Fund $14,368,000 0.42%
</Table>
TRUSTEES' CONSIDERATIONS. At a meeting of the Board of Trustees held on
September 17, 2002, 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,
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monitoring and terminating sub-advisers, subject to Board of Trustees'
oversight; and (ii) SIMC's performance as "manager of managers" and investment
adviser for 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 each Fund's investment adviser and "manager of managers" and the Investment
Advisory Agreements, 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 objectives 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.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3. TO APPROVE ELIMINATING, AMENDING OR RECLASSIFYING CERTAIN
FUNDAMENTAL POLICIES AND RESTRICTIONS.
The Board of Trustees recommends that Shareholders approve eliminating,
amending or reclassifying certain fundamental investment policies, 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 the 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 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
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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, in anticipation of becoming the Funds' investment adviser, performed a
comprehensive review of the Funds' fundamental policies. 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.
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. Changes to non-fundamental
policies do not require shareholder approval. 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 costs and
delay associated with a shareholder meeting. As money market funds, the 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 C 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 3. Approval of each item of Proposal 3
requires the favorable vote of a majority of outstanding voting shares of a Fund
as defined by the 1940 Act. Proposal 3 is separated into separate items. YOU MAY
VOTE FOR PROPOSAL 3 AS A GROUP OR BY EACH ITEM. If you vote on Proposal 3 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 3. Alternatively,
you may vote separately for or against each item. If you return a proxy card
with a vote on the entire Proposal as a group and separate votes on specific
items, your vote on the entire Proposal as a group will control and be recorded
as your intended vote.
If Shareholders approve some, but not all, items of Proposal 3, 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.
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ITEM 3 (a)--FUNDAMENTAL POLICY REGARDING DIVERSIFICATION
CURRENT FUNDAMENTAL POLICY. No Fund may purchase securities of any issuer
(except securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities), if as a result, more than 5% of the total assets of the Fund
would be invested in the securities of such issuer; provided, however, that any
Fund except the Money Market and Prime Obligation Funds of SDIT and the Treasury
Securities Fund of SLAT may invest up to 25% of its total assets without regard
to this restriction 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 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 is classified as a "diversified"
mutual fund. This Proposal does not seek to change the Funds' status as
diversified investment management companies, but to provide the Funds with
maximum flexibility allowed for diversified investment companies under the 1940
Act. The proposed fundamental policy will require a Fund to comply with the
limitations imposed by the 1940 Act on "diversified" Funds. Section 5(b) of the
1940 Act prohibits a "diversified" mutual fund, such as the Funds, 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, the Funds, as
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, such as the Funds, 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 for a safe harbor for a Fund, as 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.
While proposing a new fundamental policy, the Board has also approved a new
non-fundamental policy that is substantially the same as the current fundamental
policy. 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 following non-fundamental policy will also take effect:
NON-FUNDAMENTAL POLICY. No Fund may purchase securities of any issuer
(except securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities or securities of other investment companies), if as a
result, more than 5% of the total assets of the Fund would be invested in
the securities of such issuer or if the Fund would acquire more than 10% of
the voting securities of any one issuer; provided, however, that any Fund
may invest up to 25% of its total assets without regard to this restriction
as permitted by Rule 2a-7 under the 1940 Act.
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ITEM 3 (b)--FUNDAMENTAL POLICY REGARDING CONCENTRATION
CURRENT FUNDAMENTAL POLICY. No Fund may purchase any securities which would
cause more than 25% of the total assets of the Fund 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) domestic banks and (b) obligations issued or guaranteed by
the U.S. Government or its agencies and instrumentalities.
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 investment 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
expense and delay 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.
The Board has also approved that the Funds' current fundamental policy
regarding concentration be reclassified as a non-fundamental policy. The
reclassification of the Funds' current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Funds. 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
following non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may purchase any securities which
would cause 25% or more of the total assets of the Fund 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 (i) domestic banks and U.S. branches of foreign
banks, which a Fund has determined to be subject to the same regulation as
U.S. banks, or (ii) obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
ITEM 3 (c)--FUNDAMENTAL POLICIES REGARDING BORROWING AND SENIOR SECURITIES
CURRENT FUNDAMENTAL POLICIES. No Fund may borrow money except for temporary
or emergency purposes and then only in an amount not exceeding 10% of the value
of the total assets of that Fund. This borrowing provision is 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.
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No Fund may issue senior securities (as defined in the 1940 Act) except in
connection with permitted borrowings as described in the Funds' prospectuses and
statement of additional information or as permitted by rule, regulation or order
of the SEC.
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 more than
one-third of the value of its total assets, subject to certain coverage
requirements. 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 certain other investments, 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 standards 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 take appropriate and timely action in
the future to amend the Funds' non-fundamental policies, without the expense and
delay associated with a shareholder meeting.
The Board has also approved that the Funds' current fundamental policy
regarding borrowing be reclassified as a non-fundamental policy. The
reclassification of the Funds' current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Funds. 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
following non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may borrow money except for
temporary or emergency purposes and then only in an amount not exceeding 10%
of the value of the total assets of that Fund. This borrowing provision is
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.
ITEM 3 (d)--FUNDAMENTAL POLICY REGARDING LENDING
CURRENT FUNDAMENTAL POLICY. No Fund may make loans, except that each Fund
may purchase or hold debt instruments in accordance with its investment
objective and policies and may enter into repurchase agreements, provided that
repurchase agreements maturing in more than seven days, restricted securities
and other illiquid securities are not to exceed, in the aggregate, 10% of the
Fund's net assets.
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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.
The Board has also approved that the current fundamental policy be amended
and reclassified as non-fundamental to reflect the current lending practices
permitted by the 1940 Act. 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 following non-fundamental policy would take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may make loans, except that a Fund
may purchase or hold debt instruments in accordance with its investment
objective, enter into repurchase agreements and loan its portfolio
securities.
ITEM 3 (e)--FUNDAMENTAL POLICY REGARDING PLEDGING AND MORTGAGING OF FUND
ASSETS
CURRENT FUNDAMENTAL POLICY. No Fund may pledge, mortgage or hypothecate
assets except to secure temporary borrowings permitted by the Funds' fundamental
policy regarding borrowings in aggregate amounts not to exceed 10% of the net
assets of such Fund taken at fair market value at the time of the incurrence of
such loan.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGE. 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.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' current fundamental policy regarding pledging
and mortgaging of Fund assets be reclassified 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 incurring the cost of
shareholder meeting. The reclassification of the Funds' current fundamental
policy to a non-fundamental policy is not expected to affect the management of
the Funds. 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
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interests of the Funds and their shareholders. Accordingly, should Shareholders
approve this Proposal, the following non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may pledge, mortgage or
hypothecate assets except to secure temporary borrowings permitted by the
Funds' policy regarding borrowings in aggregate amounts not to exceed 10% of
the net assets of such Fund taken at fair market value at the time of the
incurrence of such loan.
ITEM 3 (f)--FUNDAMENTAL POLICY REGARDING CONTROL OF AN ISSUER
THE FUNDS' CURRENT FUNDAMENTAL POLICY. No Fund may invest in companies for
the purpose of exercising control.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGE. 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.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' current fundamental policy regarding
investment of Fund assets with the purpose of exercising control over an issuer
be reclassified as a non-fundamental policy. By reclassifying the fundamental
policy to non-fundamental, Funds would be able to make a change to the non-
fundamental policy without incurring the cost of holding a shareholder meeting.
The reclassification of the Funds' current fundamental policy to a
non-fundamental policy is not expected to affect the management of the Funds.
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
following non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may invest in companies for the
purpose of exercising control.
ITEM 3 (g)--FUNDAMENTAL POLICY REGARDING PURCHASE OF REAL ESTATE AND
COMMODITIES
THE FUNDS' CURRENT FUNDAMENTAL POLICY. No Fund may purchase or sell real
estate, real estate limited partnership interests, commodities or commodities
contracts including futures contracts. However, subject to its permitted
investments, the Funds may purchase obligations issued by companies which invest
in real estate, commodities or commodities contracts and real estate
partnerships for SLAT Funds.
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.
14
<Page>
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 securities (other
than 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 adapt to future developments in investment practices and changes in laws and
regulations without the delay and cost associated with a shareholder meeting.
The Board has also approved that the current fundamental policy be amended
and reclassified as non-fundamental to reflect the current practices permitted
by the 1940 Act. 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 following non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may purchase or sell real estate,
real estate limited partnership interests, commodities or commodities
contracts including futures contracts. However, to the extent consistent
with its investment objective, a Fund may: (i) 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
engaged in the real estate business or the business of investing in real
estate) and securities which are secured by real estate or interest therein;
(ii) hold or sell real estate received in connection with securities it
holds or held; or (iii) trade in futures contracts and options on futures
contracts (including options on currencies) to the extent consistent with a
Fund's investment objective and policies.
ITEM 3 (h)--FUNDAMENTAL POLICY REGARDING SHORT SALES
THE FUNDS' CURRENT FUNDAMENTAL POLICY. No Fund may make short sales of
securities, maintain a short position or purchase securities on margin, except
that a Fund may obtain short-term credits as necessary for the clearance of
security transactions.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGE. 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.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' current fundamental policy regarding short
sales be reclassified 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 incurring the cost of holding a
shareholder meeting. The
15
<Page>
reclassification of the Funds' current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Funds.
Accordingly, should Shareholders approve this Proposal, the Funds intend to
adopt the following non-fundamental policy:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may make short sales of
securities, maintain a short position or purchase securities on margin,
except that a Fund may obtain short-term credits as necessary for the
clearance of security transactions.
ITEM 3 (i)--FUNDAMENTAL POLICY REGARDING UNDERWRITING OF SECURITIES
CURRENT FUNDAMENTAL POLICY. No Fund may act as an underwriter of securities
of other issuers except as it may be deemed an underwriter in selling a
portfolio security.
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. In addition, the Board of
Trustees could take appropriate and timely action to amend non-fundamental
policies, without the expense and delay associated with a shareholder meeting.
Accordingly, should Shareholders approve this Proposal, the fundamental policy
set forth above will take effect.
ITEM 3 (j)--FUNDAMENTAL POLICY REGARDING INVESTMENTS IN SECURITIES OF OTHER
INVESTMENT COMPANIES
CURRENT FUNDAMENTAL POLICY. No Fund may purchase securities of other
investment companies; provided that all Funds may purchase such 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.
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
16
<Page>
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 the Funds' investments in
other investment companies because Rule 2a-7 limits Fund investments, for money
market funds such as the Funds, to high quality instruments that present minimal
credit risk.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' fundamental policy regarding investments in
securities of other investment companies be amended and reclassified as
non-fundamental. The proposed non-fundamental policy will allow each Fund to
invest in other investment companies to the extent permitted by the 1940 Act. To
the extent a Fund invests in shares of other investment companies, shareholders
may indirectly bear a portion of the expenses of those investment companies.
Should Shareholders approve this Proposal, the following non-fundamental policy
shall take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may purchase securities of other
investment companies, except as permitted by the 1940 Act, the rules and
regulations thereunder or any exemption therefrom, as such statute,
rules or regulations may be amended from time to time.
ITEM 3 (k)--ELIMINATE POLICY REGARDING THE INVESTING IN ISSUERS WHEN
SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
CURRENT FUNDAMENTAL POLICY. No Fund may purchase or retain securities of an
issuer if, to the knowledge of the Trust, an officer, trustee, partner or
director of the Trust or any investment adviser of the Trust owns beneficially
more than 1/2 of 1% of the shares or securities of such issuer and all such
officers, trustees, partners and directors owning more than 1/2 of 1% of such
shares or 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 3 (l)--FUNDAMENTAL POLICY REGARDING INVESTMENTS IN "UNSEASONED ISSUERS"
CURRENT FUNDAMENTAL POLICY. No Fund may purchase securities of any company
which has (with predecessors) a record of less than three years continuing
operations, except (i) obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, or (ii) municipal securities which are rated
by at least two nationally recognized municipal bond rating services if, as a
result, more than 5% of the total assets (taken at fair market value) would be
invested in such securities.
PROPOSED FUNDAMENTAL POLICY. None.
17
<Page>
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 3 (m)--FUNDAMENTAL POLICY REGARDING INVESTMENT IN OPTIONS
CURRENT FUNDAMENTAL POLICY. No Fund may purchase warrants, puts, calls,
straddles, spreads or combinations thereof.
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 investment in options. As a
result, it is proposed that the current fundamental policy be eliminated.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' fundamental policy regarding investments in
securities of options be reclassified as non-fundamental. By reclassifying the
fundamental policy to non-fundamental, Funds would be able to make a change to
the non-fundamental policy without incurring the cost of holding a shareholder
meeting. The reclassification of the Funds' current fundamental policy to a
non-fundamental policy is not expected to affect the management of the Funds.
Accordingly, should Shareholders approve this Proposal, the following
non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may purchase warrants, puts,
calls, straddles, spreads or combinations thereof.
ITEM 3 (n)--FUNDAMENTAL POLICY REGARDING INVESTMENT IN OIL AND GAS
CURRENT FUNDAMENTAL POLICY. No Fund may invest in interests in oil, gas or
other mineral exploration or development programs.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGE. 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.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the Funds' current fundamental policy regarding
investment in oil and gas be reclassified 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 incurring the cost of
holding a
18
<Page>
shareholder meeting. The reclassification of the Funds' current fundamental
policy to a non-fundamental policy is not expected to affect the management of
the Funds. Accordingly, should Shareholders approve this Proposal, the following
non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may invest in interests in oil,
gas or other mineral exploration or development programs.
ITEM 3 (o)--FUNDAMENTAL POLICY REGARDING INVESTMENTS IN ILLIQUID AND
RESTRICTED SECURITIES
CURRENT FUNDAMENTAL POLICY. No Fund may purchase restricted securities
(securities which must be registered under the Securities Act of 1933 before
they may be offered or sold to the public) or other illiquid securities except
as described in the Funds' prospectuses and statement of additional information.
The statement of additional information for the Fund currently provides that
each Fund may invest up to 10% of its net assets in illiquid securities.
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as described 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.
While the Funds propose eliminating the current fundamental policy, the
Board has approved that the fundamental policy regarding investments in illiquid
and restricted securities be amended, by eliminating the restrictions for
purchase of restricted securities and clarifying the policy for purchase of
illiquid securities, and reclassified as non-fundamental policies. 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 incurring the cost
of holding a shareholder meeting.
Accordingly, should Shareholders approve this Proposal, the following
non-fundamental policy will take effect:
PROPOSED NON-FUNDAMENTAL POLICY. No Fund may invest more than 10% of its
net assets in illiquid securities.
19
<Page>
ITEM 3 (p)--FUNDAMENTAL POLICY MAKING ALL INVESTMENT LIMITATIONS IN
PROSPECTUS FUNDAMENTAL (SDIT FUNDS ONLY)
CURRENT FUNDAMENTAL POLICY. The current policy dictates that all investment
limitations disclosed in the SDIT Funds' respective prospectuses are fundamental
and may not be changed without shareholder approval.
PROPOSED FUNDAMENTAL POLICY. It is proposed that the SDIT Funds'
fundamental policy making all SDIT Fund policies fundamental be eliminated. This
proposed change, however, will not result in the elimination of those
fundamental policies that are required to be fundamental under 1940 Act, as
describe above in Items 3(a) through 3(o).
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the SDIT Funds are not
required to adopt a policy requiring that all of its investment limitations in
its prospectus be classified as fundamental. Management believes that the
current policy is unduly restrictive and may effectively prevent the SDIT 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 SDIT 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.
TRUSTEES' CONSIDERATIONS. In unanimously approving the elimination,
amendment 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
associated with a shareholder meeting.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" EACH ELEMENT
OF PROPOSAL 3.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
DISTRIBUTION. SEI Investments Distribution Co., located at Oaks,
Pennsylvania 19456, a wholly-owned subsidiary of SEI, acts as the distributor of
the Funds, and is an affiliate of SIMC.
FUND TRANSACTIONS. For fiscal years ended January 31, 2002 and June 30,
2002, SDIT and SLAT, respectively, did not pay any brokerage commissions to any
affiliated broker of the Funds.
ADMINISTRATOR. SEI Investments Fund Management ("SIFM"), located at Oaks,
Pennsylvania 19456, serves as the Funds' administrator and is a wholly-owned
subsidiary of SIMC and an affiliate of SIMC. For the fiscal year ended
January 31, 2002, SDIT paid $1,486,000 to SIFM after fee waivers for
administration services. For the fiscal year ended June 30, 2002, SLAT paid
$4,680,123 to SIFM after fee waivers for administration services.
5% SHAREHOLDERS. As of October 8, 2002, 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
20
<Page>
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.
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SLAT TREASURY SECURITIES FUND--CLASS A
First Hawaiian Bank 20,682,796.70 16.85%
c/o Marshall& Ilsley Trust Co.
Attn: ACM 14th Floor
1000 N. Water St.
Milwaukee, WI 53202-6648
Mitchell Sinkler & Starr 12,380,901 10.09%
Attn: Andy Alamia
Two Penn Center Plaza Ste. 1320
Philadelphia, PA 19102
Bank of America NA 7,980,520.11 6.50%
Attn: Tony Farrer-Funds Accounting
411 North Akard Street
TX1 945 08 18
Dallas, TX 75201-3307
TRU & Co. 14,187,086 11.56%
c/o Trust Company of New Jersey
Attn: Phyllis D'Adezzio
35 Journal Square-Trust Dept.
Jersey City, NJ 07306-4011
City National Bank AS 12,543,848.13 10.22%
Fiduciary for Various Accts.
Attn: Trust OPS/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520
SEI Private Trust Company 7,013,805.5 5.72%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
Union Bank of California 10,828,029.63 8.82%
Attn: Jeanne Chizek or Julie Parra
P.O. Box 85636
San Diego, CA 92186-5636
National City Trust 8,900,445.19 7.25%
Money Market/5312
410 West 150th St.
Cleveland, OH 44135
</Table>
21
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SLAT GOVERNMENT SECURITIES FUND--
CLASS A
First Union National Bank Cust FBO 3,652,012.95 6.94%
(Old FFB Accts) A/C 9888888881
Attn: Mutual Funds
1525 W. Wt Harris Blvd CMG NC 1151
Charlotte, NC 28262-8522
SEI Private Trust Company 15,734,417.79 29.91%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
Torrington Savings Bank 4,237,935.04 8.06%
Attn: Miles C. Borzilleri
P.O. Box 478
Torrington, Ct. 06790-0478
Westwood Trust 25,425,858.30 48.33%
Attn: Operations
300 Crescent Court Ste. 1300
Dallas, TX 75201-7871
SLAT PRIME OBLIGATION FUND--CLASS A
SEI Private Trust Company 744,072,824.86 68.48%
c/o SEI Corporation
Attn: Sandra Crawford
P.O. Box 1100
Oaks, PA 19456-1100
SDIT MONEY MARKET FUND--CLASS A
SEI Private Trust Company 26,891,863.67 5.96%
Attn: Jackie Esposito
680 E. Swedesford Rd.
Wayne, PA 19087-1610
SEI Private Trust Company 120,584,511.31 26.73%
1 Freedom Valley Drive
Oaks, PA 19456
GILMAC/ C/o Charter Trust 34,180,956.90 7.58%
P.O. Box 2530
Concord, NH 03302-2530
SEI Private Trust Company 67,751,811.61 15.02%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr. Oaks, PA 19456
</Table>
22
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 38,295,047.11 8.49%
Christopher Dilbeck
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
Citizens Bank-MA 35,692,540.63 7.91%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Citizens Bank of Massachusetts Private 72,398,039.03 16.05%
Client Group
Attn: Karen Crowley-Soto
53 State St. Floor 7
Boston, MA 02109-2804
SDIT MONEY MARKET FUND--CLASS B
SEI Private Trust Company 12,061,756.05 7.81%
c/o SEI Corporation
Attn: Sandra Crawford
P.O. Box 1100
Oaks, PA 19456-1100
SEI Private Trust Company 37,998,848.19 24.60%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Citizens Bank of Massachusetts Private 14,323,703.23 9.27%
Client Group
Attn: Karen Crowley-Soto
53 State St. Floor 7
Boston, MA 02109-2804
California Federal Bank 50,204,404.48 32.50%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacremento, CA 95605-1630
SDIT MONEY MARKET FUND--CLASS C
Bank of Nichols Hills 26,624,349.91 7.94%
Attn: Dana Powell
2644 N W 63rd
Oklahoma City, OK 73116-4902
</Table>
23
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
AMERISERV Trust & Financial SVC Co. 23,119,065.16 6.90%
Attn: Sweep Desk
P.O. Box 520
Johnstown, PA 15907-0520
Citizens Bank-MA 77,769,787.92 23.21%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
California Federal Bank 49,902,524.4 14.89%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacramento, CA 95606-1630
SDIT MONEY MARKET FUND--SWEEP CLASS
Sun National Bank 27,057,562.99 16.27%
Toni Hill-Cash Management Dept.
226 Landis Ave.
Vineland, NJ 08360-8145
United Community Banks 13,384,415.63 8.05%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
California Federal Bank 68,423,169.38 41.15%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacramento, CA 95605-1630
Missouri State Bank & Trust Company 12,737,827.06 7.66%
Attn: Brenda Moake
100 S. 4th St.
Saint Louis, MO 63102-1800
SDIT GOVERNMENT II FUND--CLASS A
PABL & Co. 108,885,989 15.86%
C/o Peabody & Arnold
Attn: Peggy Ohrenberger
50 Rowes Wharf
Boston, MA 02110-3339
United States Trust Company 243,764,551.63 35.50%
Attn: Rich Lynch
P.O. Box 131
Boston, MA 02101-0131
</Table>
24
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 48,289,524.79 7.03%
C/o The Peoples Bank
One Freedom Valley Dr.
Oaks, PA 19456
GILMAC/ C/o Charter Trust 69,042,152.85 10.06%
P.O. Box 2530
Concord, NH 03302-2530
SEI Private Trust Company 54,658, 405.66 7.96%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Fleet National Bank 66,523,550.16 9.69%
Attn: ACM Sweep Funds
P.O. Box 92800
Rochester, NY 14692-8900
SDIT GOVERNMENT II FUND--CLASS B
United States Trust Company 43,769,113.03 26.33%
Attn: Rich Lynch
P.O. Box 131
Boston, MA 02101-0131
SEI Private Trust Company 17,954,859.79 10.80%
C/o The Peoples Bank
Attn: Mutual Fund Admin
One Freedom Valley Dr.
Oaks, PA 19456
CENCO 21,550,256.28 12.96%
C/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
SEI Private Trust Company 15,729,403.25 9.46%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
Compass Bank Treasury Management 34,201,000 20.57%
Attn: Steven Cornelison
P.O. Box 10566
Birmingham, AL 35296-0566
</Table>
25
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SDIT GOVERNMENT II FUND--CLASS C SHARES
CENCO 134,444,811.02 17.73%
C/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
Compass Bank Treasury Management 49,210,000 64.89%
Attn: Steve Cornelison
P.O. Box 10566
Birmingham, AL 35296-0566
TrustCompany Bank 7,327,085.62 9.66%
Attn: Cash Management (Suite 1025)
35 Journal Square
Jersey City, NJ 07306-4011
SDIT PRIME OBLIGATION FUND--CLASS A
SEI Private Trust Company 318,934,566.95 9.19%
1 Freedom Valley Drive
Oaks, PA 19456
Byrd & Co. 410,742,108.37 11.83%
First Union National Bank
Sweep Funds Processing-PA 4905
Sweep Funds Processing-PA 4903
123 S. Broad St.
Philadelphia, PA 19109-1029
The New Hillman Company 602,809,385.52 17.37%
C/o Amalgamated Bank of New York
Attn: Rosemarie Rodin
11-15 Union Square
New York, NY 10459-2792
Hare & Co. 223,413,396 6.44%
C/o Bank of New York
Attn: Bimal Saha/STIF
One Wall St. 2nd Floor
New York, NY 10005-2501
Citibank NA TTEE for Moore Corp. 377,834,123.77 10.89%
Retirement Trust
Attn: Catherine Blackshear
111 Wall Street
14 Floor Zone 13
New York, NY 10043-1000
</Table>
26
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SDIT PRIME OBLIGATION FUND--CLASS B
Brotherhood Bank and Trust Company 79,294,337.42 11.94%
Attn: Connie Herold
756 Minnesota Avenue
Kansas City, KS 66101-2704
OLTRUST & Co. 50,098,873 7.54%
C/o Old National Bank in Evansville
Attn: David Crow
P.O. Box 207
Evansville, IN 47702-0207
SEI Private Trust Company 220,258,127.17 33.16%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
Byrd & Co. 93,567,960.4 14.09%
First Union National Bank
Sweep Funds Processing-PA 4905
Sweep Funds Processing-PA 4903
123 S. Broad St.
Philadelphia, PA 19109-1029
SDIT PRIME OBLIGATION FUND--CLASS C
Smith Barney Corporate Trust 214,958,330.19 22.53%
Attn: SEI Private Trust Company
1 Freedom Valley Dr.
Oaks, PA 19456
Citizens Bank 288,085,826.63 30.20%
Attn: Patty Neuenfeldt
328 South Saginaw Street
Flint, MI 48502-1923
Sterling Bank 66,026,924.11 6.92%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
SDIT PRIME OBLIGATION FUND-SWEEP CLASS
Enterprise National Bank 6,775,194.17 8.77%
Attn: Cheryl Shackleford
6075 Poplar Ave. Ste. 120
Memphis, TN 38119-4742
</Table>
27
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
United Community Banks 4,578,632.8 5.93%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
Texas Capital Bank National Association 27,037,133.08 35.00%
Attn: Richard Simpson
6060 N. Central Expressway Ste. 800
Dallas, TX 75206-5214
First State Bank of Russellville 5,485,879.41 7.10%
P.O. Box 10610
Russellville, AR 72812-0610
SDIT PRIME OBLIGATION FUND--CLASS H
SEI Private Trust Company 41,950,656.46 100%
One Freedom Valley Rd.
Oaks, PA 19403
SDIT GOVERNMENT FUND--CLASS A
Band & Co. 80,098,436.24 16.61%
C/o USBank
1555 N. Rivercenter Dr.
Milwaukee, WI 53212-3981
SEI Private Trust Company 117,646,608.71 24.39%
1 Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 32,101,141.82 6.66%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
SEI Private Trust Company 58,081,022.81 12.04%
C/o UBS Paine Webber
Attn: Mutual Funds Administrator
1 Freedom Valley Drive
Oaks, PA 19456
People's Bank 88,795,823.74 18.41%
Attn: Trust Dept, Mary Lou Varnum
850 Main St., RC 13-505
Bridgeport, CT. 06604-4917
</Table>
28
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SDIT GOVERNMENT FUND--CLASS B
Brotherhood Bank and Trust Company 38,943,220.8 18.43%
Attn: Connie Herold
756 Minnesota Avenue
Kansas City, KS 66101-2704
SEI Private Trust Company 50,488,496.87 23.89%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr. Oaks, PA 19456
SEI Private Trust Company 16,055,446.64 7.60%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 26,000,000 12.30%
Attn: David Baumgort
One Freedom Valley Drive
Oaks, PA 19456
Sterling Bank 16,539,068.04 7.83%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
California Federal Bank 22,507,739.21 10.65%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacramento, CA 95606-1630
Evergreen Bank 12,357,865.93 5.85%
301 E. Lake Ave.
Seattle, WA 98109-5407
SDIT GOVERNMENT FUND--CLASS C
Guaranty Federal Bank, F.S.B. 16,248,310.65 11.26%
Attn: James Bonney
8333 Douglas Ave.
Dallas, TX 75225-5845
Sterling Bank 65,734,413.66 45.54%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
</Table>
29
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Citizens Bank 12,695,605.79 8.80%
Attn: Nicole Wilson
500 W. Broadway
Farmington, NM 87401-5895
California Federal Bank 10,875,415.76 7.53%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacramento, CA 95605-1630
SDIT GOVERNMENT FUND--SWEEP CLASS
Enterprise National Bank 5,184,767.42 9.44%
Attn: Cheryl Shackelford
6075 Poplar Ave. Ste. 120
Memphis, TN 38119-4742
Manufacturers Bank 9,444,892.33 17.19%
Customer Services
Attn: Edwin Sarao
515 S. Figueroa St. Floor 4
Los Angeles, CA 90071-3301
United Community Banks 12,660,608.62 23.04%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
California Federal Bank 5,432,069.42 9.89%
Processing Operations
Attn: Evelyn Tobilla
830 Stillwater Rd. D-2
West Sacramento, CA 95605-1630
Farmers Bank of Appomattox 4,976,856.84 9.06%
P.O. Box 216
Appomattox, VA 24522-0216
Chelsea State Bank 4,294,047.82 7.81%
1010 S. Main Street
Chelsea, MI 48118-1427
SDIT TREASURY II FUND--CLASS A
NAIDOT & Co. 59,349,645.28 15.51%
C/o Bessemer Trust Company
Attn: Peter Scully
630 Fifth Avenue, 38th Floor
New York, NY 10111-0100
</Table>
30
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 68,281,582 17.85%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
The New Hillman Company 44,560,835.49 11.65%
C/o Amalgamated Bank of New York
Attn: Rosemarie Rodin
11-15 Union Square
New York, NY 10459-2792
Muir & Co. 50,795,726.50 13.28%
C/o Frost National Bank
Attn: Julia Warden
P.O. Box 2950
San Antonio, TX 78299-2950
CherryTrust & Co. 57,657,344.19 15.07%
C/o The Bank of Cherry Creek
Attn: Daniel Rich
3033 E. 1st Avenue
Denver, CO 80206-5617
SDIT TREASURY II FUND--CLASS B
SEI Private Trust Company 7,167,400.45 5.04%
One Freedom Valley Dr. Oaks, PA 19403
SEI Private Trust Company 26,543,375.77 18.65%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr. Oaks, PA 19456
SEI Private Trust Company 11,607,872.36 8.15%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Guaranty Federal Bank, F.S.B. 26,073,207.30 18.32%
Attn: James Bonney
8333 Douglas Ave.
Dallas, TX 75225-5845
Compass Bank Treasury Management 34,673,000 24.36%
15 South 20th Street, Suite 702
Birmingham, AL 35233-2000
Muir & Co. 25,018,786.20 17.58%
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
</Table>
31
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SDIT TREASURY II FUND--CLASS C
CENCO 20,057,246.20 15.94%
C/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
Guaranty Federal Bank, F.S.B. 50,538,937.77 40.17%
Attn: James Bonney
8333 Douglas Ave.
Dallas, TX 75225-5845
Compass Bank Treasury Management 50,543,000 40.17%
Attn: Steven Cornelison
P.O. Box 10566
Birmingham, AL 35296-0566
SDIT TREASURY FUND--CLASS A
BMS and Company 19,576,810 10.76%
C/o Central Trust Bank
Attn: Wanda McGlade
P.O. Box 779
Jefferson City, MO 65102-0779
SEI Private Trust Company 52,955,546.18 29.10%
1 Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 19,516,535.84 10.72%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
Judy Baar Topinka IL State Treasurer 10,000,000 5.50%
Regular Acct.
Attn: Rhonda Poeschel
300 W. Jefferson St.
Springfield, IL 62702-5041
RICAMR97 17,073,567.02 9.38%
Attn: James Chen
5 Hanover Sq.
New York, NY 10004-2614
RICAMR96 18,263,749.26 10.04%
Attn: James Chen
5 Hanover Sq.
New York, NY 10004-2614
</Table>
32
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SDIT TREASURY FUND--CLASS B
SEI Private Trust Company 121,179,729.46 28.87%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
SEI Private Trust Company 25,728,324.66 6.13%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
US Bank NA 68,069,078.27 16.21%
US Bank
Attn: ACM Dept.
P.O. Box 1787
Milwaukee, WI 53201-1787
Citizens Bank 166,749,042.33 39.72%
Attn: Patty Neuenfeldt
328 South Saginaw Street
Flint, MI 48502-1923
SDIT TREASURY FUND--CLASS C
First Victoria National Bank 15,165,335.82 14.74%
Attn: Grace Pantel
P.O. Box 1338
Victoria, TX 77902-1338
Citizens Invest. SVC. Corp.-RI 13,826,889.70 13.44%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Citizens Bank-MA 9,400,963.35 9.14%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Sunwest Bank 5,798,068.01 5.64%
Attn: Allison Geller
Sunwest Bank
17524 17th St.
Tustin, CA 92780-1959
County Bank 5,423,046.97 5.27%
Attn: Ed Rocha
P.O. Box 1191
Merced, CA 95341-1191
</Table>
33
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
TrustCompany Bank 7,229,565.29 7.03%
Attn: Cash Management (Suite 1025)
35 Journal Suare
Jersey City, NJ 07306-4011
First National Bk & Tr of Newtown 7,384,021.64 7.18%
40 South State Street
P.O. Box 158
Newtown, PA 18940-0158
SDIT TREASURY FUND--SWEEP CLASS
Citizens Bank 62, 216,986.05 53.87%
Attn: Patty Neuenfeldt
328 South Saginaw Street
Flint, MI 48502-1923
South Central Bank 11,023,622.95 9.54%
525 W. Roosevelt Rd.
Chicago, IL 60607-4905
Citizens Bank 8,271,997.82 7.16%
Attn: Nicole Wilson
500 W. Broadway
Farmington, NM 87401-5895
Texas Capital Bank National Association 6,056,686.86 5.24%
Attn: Richard Simpson
6060 N. Central Expressway Ste. 800
Dallas, TX 75206-5214
City National Bank AS 5,808,989.35 5.03%
Agent for Various Accts.
Attn: Trust OPS/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520
</Table>
The Trust's Trustees and officers in the aggregate beneficially own less
than one percent (1%) of each Fund's shares.
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.
34
<Page>
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.
Approval of a Proposal with respect to a Fund requires the affirmative vote
of a majority of the outstanding shares of the Fund. As defined in the 1940 Act,
"majority of the outstanding 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
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 of the outstanding voting securities" 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.
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
AND RETURN IT PROMPTLY.
35
<Page>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
SEI DAILY INCOME TRUST
AGREEMENT made this _ day of _, 2002, 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.
A-1
<Page>
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");
(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)
A-2
<Page>
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 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
A-3
<Page>
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 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
A-4
<Page>
addressed by the party giving notice to the other party at the last address
furnished by the other party:
<Table>
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
</Table>
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.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
<Table>
SEI Daily Income Trust SEI Investments Management Corporation
By: By:
- ------------------------------------------- -------------------------------------------
Attest: Attest:
- ------------------------------------------- -------------------------------------------
</Table>
A-5
<Page>
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI DAILY INCOME TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
<Table>
Money Market Fund
Prime Obligation Fund
Government Fund
Government II Fund
Treasury Fund
Treasury II Fund
Federal Securities Fund
</Table>
A-6
<Page>
SCHEDULE B
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI DAILY INCOME TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF , 2002
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 each Fund's assets and 0.02% on each Fund's
assets in excess of $500 million. The fee will be calculated based on the
combined assets of the Funds managed by the Adviser.
<Table>
<Caption>
FUNDS:
- ------
Money Market Fund
Prime Obligation Fund
Government Fund
Government II Fund
Treasury Fund
Treasury II Fund
Federal Securities Fund
</Table>
<Table>
<Caption>
AGREED AND ACCEPTED:
- --------------------
SEI DAILY INCOME TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: ----------------------------------- By: -----------------------------------
Attest: ----------------------------------- Attest: -----------------------------------
</Table>
A-7
<Page>
EXHIBIT B
INVESTMENT ADVISORY AGREEMENT
SEI LIQUID ASSET TRUST
AGREEMENT made this day of , 2002, by and between SEI Liquid
Asset 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.
B-1
<Page>
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");
(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
B-2
<Page>
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 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
B-3
<Page>
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 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
B-4
<Page>
addressed by the party giving notice to the other party at the last address
furnished by the other party:
<Table>
To the Adviser at: SEI Investments Management Corporation
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
To the Trust at: SEI Liquid Asset Trust
c/o SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
</Table>
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.
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.
B-5
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
<Table>
SEI Liquid Asset Trust SEI Investments Management Corporation
By: By:
- ------------------------------------------- -------------------------------------------
Attest: Attest:
- ------------------------------------------- -------------------------------------------
</Table>
B-6
<Page>
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI LIQUID ASSET TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
Money Market Fund
Prime Obligation Fund
Treasury Securities Fund
Government Securities Fund
Institutional Cash Fund
B-7
<Page>
SCHEDULE B
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI LIQUID ASSET TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF , 2002
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
Funds managed by the Adviser.
FUNDS:
Money Market Fund
Prime Obligation Fund
Treasury Securities Fund
Government Securities Fund
Institutional Cash Fund
AGREED AND ACCEPTED:
<Table>
SEI Liquid Asset Trust SEI Investments Management Corporation
By: By:
- ------------------------------------------- -------------------------------------------
Attest: Attest:
- ------------------------------------------- -------------------------------------------
</Table>
B-8
<Page>
EXHIBIT C
SEI DAILY INCOME TRUST
SEI LIQUID ASSET TRUST
<Table>
<Caption>
CURRENT FUNDAMENTAL POLICY NEW FUNDAMENTAL POLICY NEW NON-FUNDAMENTAL POLICY
DIVERSIFICATION POLICY
No Fund may purchase securities No Fund may purchase securities No Fund may purchase securities
of any issuer (except securities of an issuer if it would cause of any issuer (except securities
issued or guaranteed by the U.S. the Fund to fail to satisfy the issued or guaranteed by the U.S.
Government, its agencies or diversification requirement for Government, its agencies or
instrumentalities), if as a a diversified management company instrumentalities or securities
result, more than 5% of the under the 1940 Act, the of other investment companies),
total assets of the Fund would rules or regulations thereunder if as a result, more than 5% of
be invested in the securities of or any exemption therefrom, as the total assets of the Fund
such issuer; provided, however, such statute, rules or would be invested in the
that any money market fund regulations may be amended or securities of such issuer or if
except the Money Market and interpreted from time to time. the Fund would acquire more than
Prime Obligation Funds of SDIT 10% of the voting securities of
and Treasury Securities Fund of such issuer; provided, however,
SLAT may invest up to 25% of its that any money market fund may
total assets without regard to invest up to 25% of its total
this restriction as permitted by assets without regard to this
Rule 2a-7 under the 1940 Act. No restriction as permitted by
Fund may acquire more than 10% Rule 2a-7 under the 1940 Act.
of the voting securities of any
one issuer.
CONCENTRATION POLICY
No Fund may purchase any No Fund may concentrate No Fund may purchase any
securities which would cause investments in a particular securities which would cause 25%
more than 25% of the total industry or group of industries, or more of the total assets of
assets of the Fund to be as concentration is defined the Fund to be invested in the
invested in the securities of under the 1940 Act, the securities of one or more
one or more issuers conducting rules and regulations thereunder issuers conducting their
their principal business or any exemption therefrom, as principal business activities in
activities in the same industry, such statute, rules or the same industry, provided that
provided that this limitation regulations may be amended or this limitation does not apply
does not apply to investments in interpreted from time to time. to investments in (i) domestic
(a) domestic banks and banks and U.S. branches of
(b) obligations issued or foreign banks, which a Fund has
guaranteed by the U.S. determined to be subject to the
Government or its agencies and same regulation as U.S. banks,
instrumentalities. or (ii) obligations issued or
guaranteed by the U.S.
Government, its agencies or
instrumentalities.
</Table>
C-1
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL POLICY NEW FUNDAMENTAL POLICY NEW NON-FUNDAMENTAL POLICY
BORROWING POLICY AND POLICY REGARDING ISSUING SENIOR SECURITIES
No Fund may borrow money except No Fund may borrow money or No Fund may borrow money except
for temporary or emergency issue senior securities (as for temporary or emergency
purposes and then only in an defined under the 1940 Act), purposes and then only in an
amount not exceeding 10% of the except to the extent permitted amount not exceeding 10% of the
value of the total assets of under the 1940 Act, the value of the total assets of
that Fund. This borrowing rules and regulations thereunder that Fund. This borrowing
provision is included solely to or any exemption therefrom, as provision is included solely to
facilitate the orderly sale of such statute, rules or facilitate the orderly sale of
portfolio securities to regulations may be amended or portfolio securities to
accommodate substantial interpreted from time to time. accommodate substantial
redemption requests if they redemption requests if they
should occur and is not for should occur and is not for
investment purposes. All investment purposes. All
borrowings will be repaid before borrowings will be repaid before
the Fund makes additional the Fund makes additional
investments and any interest investments and any interest
paid on such borrowings will paid on such borrowings will
reduce the income of that Fund. 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 the Funds'
prospectuses and statement of
additional information or as
permitted by rule, regulation or
order of the SEC.
LENDING POLICY
No Fund may make loans, except No Fund may make loans, except No Fund may make loans, except
that each Fund may purchase or to the extent permitted under that a Fund may purchase or hold
hold debt instruments in the 1940 Act, the rules and debt instruments in accordance
accordance with its investment regulations thereunder or any with its investment objective,
objective and policies and may exemption therefrom, as such enter into repurchase agreements
enter into repurchase statute, rules or regulations and loan its portfolio
agreements, provided that may be amended or interpreted securities.
repurchase agreements maturing from time to time.
in more than seven days,
restricted securities and other
illiquid securities are not to
exceed, in the aggregate, 10% of
the Fund's net assets.
</Table>
C-2
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL POLICY NEW FUNDAMENTAL POLICY NEW NON-FUNDAMENTAL POLICY
PLEDGING/MORTGAGING POLICY
No Fund may pledge, mortgage or None No Fund may pledge, mortgage or
hypothecate assets except to hypothecate assets except to
secure temporary borrowings secure temporary borrowings
permitted by the Funds' permitted by a Fund's policy
fundamental policy regarding regarding borrowings in
borrowings in aggregate amounts aggregate amounts not to exceed
not to exceed 10% of the net 10% of the net assets of such
assets of such Fund taken at Fund taken at fair market value
fair market value at the time of at the time of the incurrence of
the incurrence of such loan. such loan.
POLICY RE: CONTROL OF ISSUER
No Fund may invest in companies None No Fund may invest in companies
for the purpose of exercising for the purpose of exercising
control. control.
REAL ESTATE/COMMODITIES
No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell
real estate, real estate limited commodities or real estate, real estate, real estate limited
partnership interests, except to the extent permitted partnership interests,
commodities or commodities under the 1940 Act, the commodities or commodities
contracts including futures rules and regulations thereunder contracts including futures
contracts. However, subject to or any exemption therefrom, as contracts. However, to the
its permitted investments, the such statute, rules or extent consistent with its
Funds may purchase obligations regulations may be amended or investment objective, a Fund
issued by companies which invest interpreted from time to time. may: (i) invest in securities of
in real estate, commodities or issuers engaged in the real
commodities contracts and real estate business or the business
estate partnerships for SLAT of investing in real estate
Funds. (including interests in limited
partnerships owning or otherwise
engaged in the real estate
business or the business of
investing in real estate) and
securities which are secured by
real estate or interest therein;
(ii) hold or sell real estate
received in connection with
securities it holds or held; or
(iii) trade in futures contracts
and options on futures contracts
(including options on
currencies) to the extent
consistent with a Fund's
investment objective and
policies.
</Table>
C-3
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL POLICY NEW FUNDAMENTAL POLICY NEW NON-FUNDAMENTAL POLICY
SHORT SALES
No Fund may make short sales of None No Fund may make short sales of
securities, maintain a short securities, maintain a short
position or purchase securities position or purchase securities
on margin, except that the Funds on margin, except that a Fund
may obtain short-term credits as may obtain short-term credits as
necessary for the clearance of necessary for the clearance of
security transactions. security transactions.
UNDERWRITING OF SECURITIES
No Fund may act as an No Fund may underwrite None
underwriter of securities of securities issued by other
other issuers except as it may persons, except to the extent
be deemed an underwriter in permitted under the 1940 Act,
selling a portfolio security. the rules and regulations
thereunder or any exemption
therefrom, as such statute,
rules or regulations may be
amended or interpreted from time
to time.
INVESTMENT COMPANIES
No Fund may purchase securities None No Fund may purchase securities
of other investment companies; of other investment companies,
provided that all Funds may except as permitted by the 1940
purchase such securities as Act, the rules and regulations
permitted by the 1940 Act and thereunder or any exemption
the rules and regulations therefrom, as such statute,
thereunder but, in any event, rules or regulations may be
such Funds may not purchase amended from time to time.
securities of other open-end
investment companies.
OWNERSHIP OF SECURITIES
No Fund may purchase or retain None None
securities of an issuer if, to
the knowledge of the Trust, an
officer, trustee, partner or
director of the Trust or any
investment adviser of the Trust
owns beneficially more than 1/2
of 1% of the shares or
securities of such issuer and
all such officers, trustees,
partners and directors owning
more than 1/2 of 1% of such
shares or securities together
own more than 5% of such shares
or securities.
</Table>
C-4
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL POLICY NEW FUNDAMENTAL POLICY NEW NON-FUNDAMENTAL POLICY
UNSEASONED ISSUERS
No Fund may purchase securities None None
of any company which has (with
predecessors) a record of less
than three years continuing
operations, except
(i) obligations issued or
guaranteed by the U.S.
Government, its agencies or
instrumentalities, or
(ii) municipal securities which
are rated by at least two
nationally recognized municipal
bond rating services if, as a
result, more than 5% of the
total assets (taken at fair
market value) would be invested
in such securities.
INVESTMENT IN OPTIONS
No Fund may purchase warrants, None No Fund may purchase warrants,
puts, calls, straddles, spreads puts, calls, straddles, spreads
or combinations thereof. or combinations thereof.
INVESTMENT IN OIL/GAS
No Fund may invest in interests None No Fund may invest in interests
in oil, gas or other mineral in oil, gas or other mineral
exploration or development exploration or development
programs. programs.
ILLIQUID/RESTRICTED SECURITIES
No Fund may purchase restricted None No Fund may invest more than 10%
securities (securities which of its net assets in illiquid
must be registered under the securities.
Securities Act of 1933 before
they may be offered or sold to
the public) or other illiquid
securities except as described
in the Funds' prospectuses and
statement of additional
information.
POLICIES IN PROSPECTUS (SEI DAILY INCOME TRUST ONLY)
The investment limitations in None None
each Fund's prospectus are
fundamental.
</Table>
C-5
<Page>
TO VOTE BY TELEPHONE
SEI DAILY INCOME TRUST 1) Read the Proxy Statement and have
530 EAST SWEDESFORD ROAD the proxy card below at hand.
WAYNE, PA 19087 2) Call 1-800-690-6903.
3) Enter the 12-digit control number
set forth on the proxy card and
follow the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have
the proxy card below at hand.
2) Go to the Website www.proxyvote.com.
3) Enter the 12-digit control number
set forth on the proxy card and
follow the simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the
proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the
envelope provided.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -------------------------------------------------------------------------------
[FUND NAME HERE]
<Page>
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS.
To implement the "manager of managers" structure with SIMC serving as the Fund's
"manager of managers," shareholders must approve Proposals 1 and 2. Neither
Proposal will be implemented with respect to the Fund, if shareholders of the
Fund do not approve both Proposals.
Proposal 3 is separated into separate items. You may vote for Proposal 3 as a
group or by each item. If you vote on Proposal 3 as a group, the Fund will
record your votes as having been cast "For" or "Against" or "Abstain" each Item
of Proposal 3. If this proxy card includes a vote on Proposal 3 as a group and
separate votes on specific items, your vote on the entire Proposal as a group
will control and will be recorded as your intended vote.
Vote On Proposals
PROPOSAL 1. To approve a "manager of managers" structure for the
Fund.
____For ____Against ____Abstain
PROPOSAL 2. To approve SIMC as the Fund's investment
adviser, and to approve an investment advisory
agreement with SIMC.
____For ____Against ____Abstain
PROPOSAL 3. To approve eliminating, amending or reclassifying
certain fundamental policies and restrictions.
____For All ____Against All ____Abstain All
STOP HERE IF YOU VOTED ON PROPOSAL 3 AS A GROUP.
If you have not voted Proposal 3 as a group and
would like to vote on each item separately, please
check the appropriate boxes below.
3(a) Diversification
____For ____Against ____Abstain
3(b) Concentration
____For ____Against ____Abstain
3(c) Borrowing and Senior Securities
____For ____Against ____Abstain
3(d) Lending
____For ____Against ____Abstain
3(e) Pledging and Mortgaging
____For ____Against ____Abstain
3(f) Control of Issuer
____For ____Against ____Abstain
<Page>
3(g) Real Estate and Commodities
____For ____Against ____Abstain
3(h) Short Sales
____For ____Against ____Abstain
3(i) Underwriting of Securities
____For ____Against ____Abstain
3(j) Investment Company Securities
____For ____Against ____Abstain
3(k) Investing in Issuers when Securities are owned
by Officers and Trustees
____For ____Against ____Abstain
3(l) Unseasoned Issuers
____For ____Against ____Abstain
3(m) Options
____For ____Against ____Abstain
3(n) Oil and Gas
____For ____Against ____Abstain
3(o) Illiquid and Restricted Securities
____For ____Against ____Abstain
3(p) Investment Limitations in Prospectus
____For ____Against ____Abstain
<Page>
Dated: ______________, 2002 ________________________________
Signature of Shareholder
________________________________
Signature (Joint owners)
<Page>
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY.
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 5, 2002
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints TIMOTHY D. BARTO, AND JACQUELINE BARDYN as
proxies and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Money Market, Prime Obligation,
Government, Government II, Treasury and Treasury II Funds (the "Funds") of
SEI Daily Income Trust (the "Trust") to be held in the offices of SEI
Investments Management Corporation ("SIMC"), Oaks, Pennsylvania 19456, on
December 5, 2002, at 11:00 a.m. (Eastern time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
said Funds that the undersigned would be entitled to vote if personally
present at the Meeting ("Shares") on the proposals on the reverse side.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE,
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
YOU MAY ALSO VOTE THROUGH THE INTERNET BY USING WWW.PROXYVOTE.COM AND FOLLOWING
THE ONSCREEN INSTRUCTIONS OR BY TELEPHONE BY CALLING TOLL FREE 1-800-690-6903.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.