UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM N-CSR -------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-3231 SEI LIQUID ASSET TRUST (Exact name of registrant as specified in charter) -------- c/o CT Corporation 101 Federal Street Boston, MA 02110 (Address of principal executive offices) (Zip code) SEI Investments 1 Freedom Valley Drive Oaks, PA 19456 (Name and address of agent for service) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-342-5734 DATE OF FISCAL YEAR END: JUNE 30, 2004 DATE OF REPORTING PERIOD: JUNE 30, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. [BACKGROUND GRAPHIC OMITTED] [SEI INVESTMENTS LOGO OMITTED] Annual Report as of June 30, 2004 SEI Liquid Asset Trust Treasury Securities Fund Prime Obligation Fund TABLE OF CONTENTS - ------------------------------------------------------------ Letter to Shareholders 1 - ------------------------------------------------------------ Report of Independent Registered Public Accounting Firm 2 - ------------------------------------------------------------ Statements of Net Assets 3 - ------------------------------------------------------------ Statements of Operations 6 - ------------------------------------------------------------ Statements of Changes in Net Assets 7 - ------------------------------------------------------------ Financial Highlights 8 - ------------------------------------------------------------ Notes to Financial Statements 9 - ------------------------------------------------------------ Trustees and Officers of the Trust 11 - ------------------------------------------------------------ Notice to Shareholders 14 - ------------------------------------------------------------ SEI LIQUID ASSET TRUST -- JUNE 30, 2004 To Our Shareholders: The fiscal year that ended June 30, 2004 was a period teaming with anticipation, uncertainty, and growth -- making for an overall bumpy ride for stocks and corporate bonds. Disappointing U.S. labor market news, improving corporate earnings, and nervousness surrounding turmoil in the Middle East helped to buoy corporate bond prices in the second half of the 2003 calendar year, while speculative buying in anticipation of accelerated economic growth led to fairly robust advances in equities. However, the first half of the 2004 calendar year has progressed in quite a different manner than the latter portion of 2003. Today, investors are standing on a more mature economic recovery and are faced with the rounding out of a highly stimulative monetary policy, all while coping with heightened global geopolitical tensions, rising interest rates, and higher oil prices. Consequently, we have seen some weakness in both stock and bond prices since the beginning of 2004. Amid the churning market and economic environments of the past year, money markets have continued to act as a safe haven for investors, allowing them to hedge against losses experienced in the capital markets. For the duration of the fiscal year, the Federal funds rate remained at a 45-year historic low of 1.00%. On the last day of the period however, the Fed raised rates by 25 basis points to 1.25% for the first time since May 2000. Despite the Fed's action, U.S. policy continues to be accommodative, historically speaking, though future incremental rate hikes are expected through mid 2005. On behalf of SEI Investments, I want to thank you for your confidence in the SEI Liquid Asset Trust. I and my colleagues are working hard to maintain that trust, and we look forward to serving your investment needs in the future. Sincerely, /s/ Edward D. Loughlin Edward D. Loughlin President - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 1 <page> SEI LIQUID ASSET TRUST -- JUNE 30, 2004 Report of Independent Registered Public Accounting Firm TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF SEI LIQUID ASSET TRUST: In our opinion, the accompanying statements of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Treasury Securities Fund and Prime Obligation Fund (collectively, the "Funds", constituting SEI Liquid Asset Trust, hereinafter referred to as the "Trust"), at June 30, 2004, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Philadelphia, PA August 17, 2004 - -------------------------------------------------------------------------------- 2 SEI Liquid Asset Trust / Annual Report / June 30, 2004 <page> STATEMENT OF NET ASSETS Treasury Securities Fund June 30, 2004 - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- U.S. TREASURY OBLIGATIONS -- 83.6% U.S. Treasury Bills+ 1.040%, 07/01/04 $22,827 $22,827 U.S. Treasury Notes 2.250%, 07/31/04 5,000 5,004 5.875%, 11/15/04 1,000 1,017 1.500%, 02/28/05 1,500 1,502 1.625%, 03/31/05 500 501 ------- Total Treasury Obligations (Cost $30,851) ($ Thousands) 30,851 ------- REPURCHASE AGREEMENT -- 16.3% Barclays (A) 1.300%, dated 06/30/04, to be repurchased on 07/01/04, repurchase price $6,000,217 (collateralized by U.S. Treasury Bills; total market value $6,120,655) 6,000 6,000 ------- Total Repurchase Agreement (Cost $6,000) ($ Thousands) 6,000 ------- Total Investments -- 99.9% (Cost $36,851) ($ Thousands) 36,851 ------- - -------------------------------------------------------------------------------- Value Description ($ Thousands) - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- 0.1% Management Fees Payable $ (10) Investment Advisory Fees Payable (2) Other Assets and Liabilities, Net 38 ------- Total Other Assets and Liabilities 26 ------- Total Net Assets -- 100.0% $36,877 ======= NET ASSETS: Paid-in-Capital -- Class A (unlimited authorization -- no par value) based on 36,893,158 outstanding shares of beneficial interest $36,893 Undistributed net investment income 46 Accumulated net realized loss on investments (62) ------- Total Net Assets -- 100.0% $36,877 ======= Net Asset Value, Offering and Redemption Price Per Share -- Class A ($36,876,512 / 36,893,158 shares) $1.00 ======= + The rate reported is the effective yield at time of purchase. (A) Tri-Party Repurchase Agreement The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 3 <page> STATEMENT OF NET ASSETS Prime Obligation Fund June 30, 2004 - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY OBLIGATIONS -- 27.7% FFCB (A) 1.171%, 07/24/04 $15,000 $ 14,999 FHLB (A) 1.030%, 09/02/04 20,000 20,001 FHLB+ 1.200%, 07/02/04 20,000 19,999 FHLMC+ 1.042%, 07/06/04 4,300 4,299 1.048%, 07/13/04 7,675 7,672 1.044%, 07/15/04 3,150 3,149 1.177%, 10/12/04 8,500 8,472 FNMA 6.500%, 08/15/04 11,000 11,070 7.125%, 02/15/05 20,000 20,717 FNMA (A) 1.040%, 07/18/04 20,000 19,995 1.000%, 07/28/04 20,000 19,997 1.003%, 09/10/04 5,000 5,000 1.338%, 09/11/04 10,000 9,999 0.995%, 09/17/04 20,000 19,998 FNMA+ 1.042%, 07/07/04 5,100 5,099 1.440%, 11/12/04 15,000 14,921 1.231%, 01/07/05 15,885 15,783 1.336%, 03/04/05 4,900 4,856 1.996%, 04/29/05 20,000 19,671 -------- Total U.S. Government Agency Obligations (Cost $245,697) ($ Thousands) 245,697 -------- COMMERCIAL PAPER+ -- 11.8% FINANCIAL SERVICES -- 11.8% Aspen Funding Corporation 1.147%, 10/06/04 20,000 19,939 Atlantis One Funding 1.063%, 07/14/04 5,000 4,998 1.086%, 08/12/04 20,000 19,975 Edison Asset Securities 1.086%, 08/16/04 15,000 14,979 General Electric Capital Corporation 1.100%, 08/09/04 10,000 9,988 General Electric Capital International Funding 1.106%, 07/01/04 10,000 10,000 Moat Funding 1.086%, 08/12/04 20,000 19,975 Morgan Stanley 1.142%, 07/14/04 5,000 4,998 -------- 104,852 -------- Total Commercial Paper (Cost $104,852) ($ Thousands) 104,852 -------- - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- CORPORATE OBLIGATIONS -- 19.3% BANKS (A) -- 4.2% First Union 1.891%, 09/15/04 $ 1,700 $ 1,705 Key Bank 1.220%, 07/28/04 20,000 20,001 PNC Funding 1.430%, 07/29/04 15,000 15,020 US Bank 1.060%, 07/06/04 1,000 1,000 -------- 37,726 -------- INVESTMENT BANKERS/BROKER DEALERS (A) -- 15.1% Bear Stearns Company Incorporated MTN 2.050%, 07/01/04 20,000 20,031 Citigroup Global Markets MTN 1.530%, 07/01/04 5,000 5,001 1.410%, 08/18/04 3,000 3,002 Citigroup Incorporated 1.270%, 07/26/04 10,000 10,001 1.250%, 08/09/04 10,000 10,008 JP Morgan Chase & Company MTN 1.530%, 08/24/04 20,000 20,039 1.610%, 09/07/04 19,000 19,040 Lehman Brothers Holdings MTN 1.510%, 07/06/04 10,750 10,751 Merrill Lynch & Company MTN 1.060%, 07/01/04 15,000 14,998 1.500%, 08/25/04 10,000 10,015 Morgan Stanley MTN 1.420%, 07/26/04 11,000 11,017 -------- 133,903 -------- Total Corporate Obligations (Cost $171,629) ($ Thousands) 171,629 -------- ASSET-BACKED SECURITIES -- 0.3% AUTOMOTIVE -- 0.2% Great American Leasing Receivables, Ser 2003-1, Cl A1 (B) 1.170%, 09/15/04 1,697 1,697 -------- FINANCIAL SERVICES -- 0.1% GSTR, Ser 2002-2A, Cl A1MB (A) (B) 1.360%, 07/26/04 588 588 -------- Total Asset-Backed Securities (Cost $2,285) ($ Thousands) 2,285 -------- - -------------------------------------------------------------------------------- 4 SEI Liquid Asset Trust / Annual Report / June 30, 2004 - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- CERTIFICATES OF DEPOSIT -- 11.8% BANKS -- 5.1% Branch Banking Trust 1.190%, 07/13/04 $10,000 $ 10,000 1.085%, 07/14/04 20,000 20,000 Wells Fargo Bank (A) 1.040%, 07/30/04 15,000 14,999 -------- 44,999 -------- FINANCIAL SERVICES -- 5.6% American Express 1.215%, 10/15/04 15,000 15,000 1.330%, 10/29/04 15,000 15,000 Goldman Sachs Group 1.200%, 09/13/04 20,000 20,000 -------- 50,000 -------- HEALTH SERVICES -- 1.1% Newcastle Certificates+ 1.211%, 07/19/04 10,000 9,994 -------- Total Certificates of Deposit (Cost $104,993) ($ Thousands) 104,993 -------- INSURANCE FUNDING AGREEMENT -- 3.4% INSURANCE -- 3.4% MetLife Funding Agreement (A) (C) 1.259%, 08/02/04 30,000 30,000 -------- Total Insurance Funding Agreement (Cost $30,000) ($ Thousands) 30,000 -------- REPURCHASE AGREEMENTS -- 25.7% Barclays (D) 1.450%, dated 06/30/04, to be repurchased 07/01/04, repurchase price $100,004,028 (collateralized by U.S. Government Obligations: total market value $102,000,990) 100,000 100,000 BNP Paribas (D) 1.400%, dated 06/30/04, to be repurchased on 07/01/04, repurchase price $127,396,954 (collateralized by U.S. Government Obligation: total market value $129,940,396) 127,392 127,392 -------- Total Repurchase Agreements (Cost $227,392) ($ Thousands) 227,392 -------- Total Investments -- 100.0% (Cost $886,848) ($ Thousands) 886,848 -------- - -------------------------------------------------------------------------------- Value Description ($ Thousands) - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- 0.0% Management Fees Payable $ (244) Investment Advisory Fees Payable (36) Trustees' Fees Payable (3) Other Assets and Liabilities, Net 544 -------- Total Other Assets and Liabilities 261 -------- Total Net Assets -- 100.0% $887,109 ======== NET ASSETS: Paid-in-Capital (unlimited authorization -- no par value) based on 887,147,711 outstanding shares of beneficial interest $887,148 Undistributed net investment income 1 Accumulated net realized loss on investments (40) -------- Total Net Assets -- 100.0% $887,109 ======== Net Asset Value, Offering and Redemption Price Per Share -- Class A ($887,108,669 / 887,147,711 shares) $1.00 ======== + The yield is the effective yield at the time of purchase. (A) Variable rate instrument. The rate reflected on the Statement of Net Assets is the rate in effect on June 30, 2004. The date shown is the reset date or demand date. (B) Security exempt from registration under rule 144A of the Securities Act of 1933. The security may be resold in transactions exempt from registration normally to qualified institutions. (C) Security considered illiquid. The total value of such securities as of June 30, 2004 was $30,000,000. (D) Tri-Party Repurchase Agreement Cl -- Class FFCB -- Federal Farm Credit Bank FHLB -- Federal Home Loan Bank FHLMC -- Federal Home Loan Mortgage Corporation FNMA -- Federal National Mortgage Association MTN -- Medium Term Note Ser -- Series The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 5 <page> Statements of Operations ($ Thousands) For the year ended June 30, 2004 - ------------------------------------------------------------------------------------------------------ TREASURY SECURITIES PRIME OBLIGATION FUND FUND - ------------------------------------------------------------------------------------------------------ INVESTMENT INCOME: Interest Income $ 660 $10,204 - ------------------------------------------------------------------------------------------------------ EXPENSES: Management Fees 264 3,838 Shareholder Servicing Fees -- Class A 157 2,278 Investment Advisory Fees 29 426 Trustees' Fees 2 25 Printing Fees 13 229 Custodian/Wire Agent Fees 6 94 Professional fees 5 82 Insurance Expense 1 11 Other Expenses 8 80 - ------------------------------------------------------------------------------------------------------ Total Expenses 485 7,063 - ------------------------------------------------------------------------------------------------------ Less, Waiver of: Management Fees (51) (765) Shareholder Servicing Fees -- Class A (157) (2,278) - ------------------------------------------------------------------------------------------------------ Net Expenses 277 4,020 - ------------------------------------------------------------------------------------------------------ NET INVESTMENT INCOME 383 6,184 - ------------------------------------------------------------------------------------------------------ Net Realized Gain on Investments 2 3 - ------------------------------------------------------------------------------------------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 385 $6,187 - ------------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- 6 SEI Liquid Asset Trust / Annual Report / June 30, 2004 Statements of Changes in Net Assets ($ Thousands) For the years ended June 30, - ------------------------------------------------------------------------------------------------------------------- TREASURY SECURITIES PRIME OBLIGATION FUND FUND - ------------------------------------------------------------------------------------------------------------------- 2004 2003 2004 2003 - ------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net Investment Income $ 383 $ 1,245 $ 6,184 $ 11,715 Net Realized Gain on Investments 2 2 3 5 - ------------------------------------------------------------------------------------------------------------------- Net Increase in Net Assets Resulting from Operations 385 1,247 6,187 11,720 - ------------------------------------------------------------------------------------------------------------------- DIVIDENDS FROM: Net Investment Income: Class A (401) (1,259) (6,148) (11,782) - ------------------------------------------------------------------------------------------------------------------- Total Dividends (401) (1,259) (6,148) (11,782) - ------------------------------------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE): Class A: Proceeds from Shares Issued 249,792 502,033 7,066,959 7,884,534 Reinvestment of Dividends 47 188 5,072 10,232 Cost of Shares Redeemed (292,329) (546,781) (7,235,555) (7,870,990) - ------------------------------------------------------------------------------------------------------------------- Increase (Decrease) in Net Assets Derived from Capital Share Transactions (42,490) (44,560) (163,524) 23,776 - ------------------------------------------------------------------------------------------------------------------- Net Increase (Decrease) in Net Assets (42,506) (44,572) (163,485) 23,714 - ------------------------------------------------------------------------------------------------------------------- NET ASSETS: BEGINNING OF YEAR 79,383 123,955 1,050,594 1,026,880 - ------------------------------------------------------------------------------------------------------------------- END OF YEAR $ 36,877 $ 79,383 $ 887,109 $ 1,050,594 - ------------------------------------------------------------------------------------------------------------------- Undistributed (Distributions in Excess of) Net Investment Income $ 46 $ 64 $ 1 $ (35) - ------------------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 7 <page> Financial Highlights For the years ended June 30, For a Share Outstanding Throughout each Period - ---------------------------------------------------------------------------------------------------------------------------------- Net Realized and Net Asset Unrealized Total Dividends Value, Net Gains from from Net Net Asset Net Assets Beginning Investment on Investment Investment Total Value, End Total End of Period of Period Income Securities Operations Income Dividends of Period Return+ ($ Thousands) - ---------------------------------------------------------------------------------------------------------------------------------- TREASURY SECURITIES FUND CLASS A: 2004 $1.00 $0.01 $-- $0.01 $(0.01) $(0.01) $1.00 0.63% $ 36,877 2003 1.00 0.01 -- 0.01 (0.01) (0.01) 1.00 1.06 79,383 2002 1.00 0.02 -- 0.02 (0.02) (0.02) 1.00 1.97 123,955 2001 1.00 0.05 -- 0.05 (0.05) (0.05) 1.00 5.55 145,961 2000 1.00 0.05 -- 0.05 (0.05) (0.05) 1.00 5.24 402,982 PRIME OBLIGATION FUND CLASS A: 2004 $1.00 $0.01 $-- $0.01 $(0.01) $(0.01) $1.00 0.68% $ 887,109 2003 1.00 0.01 -- 0.01 (0.01) (0.01) 1.00 1.12 1,050,594 2002 1.00 0.02 -- 0.02 (0.02) (0.02) 1.00 2.08 1,026,880 2001 1.00 0.06 -- 0.06 (0.06) (0.06) 1.00 5.75 983,360 2000 1.00 0.05 -- 0.05 (0.05) (0.05) 1.00 5.55 1,604,058 - ------------------------------------------------------ Ratio of Ratio of Net Expenses Ratio of Investment to Average Expenses Income Net Assets to Average to Average (Excluding Net Assets Net Assets Waivers) - ------------------------------------------------------ TREASURY SECURITIES FUND CLASS A: 2004 0.44% 0.61% 0.77% 2003 0.44 1.06 0.76 2002 0.44 2.04 0.75 2001 0.44 5.58 0.74 2000 0.44 5.03 0.73 PRIME OBLIGATION FUND CLASS A: 2004 0.44% 0.68% 0.77% 2003 0.44 1.11 0.76 2002 0.44 2.05 0.75 2001 0.44 5.73 0.74 2000 0.44 5.41 0.73 + Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Amounts designated as "--" are $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- 8 SEI Liquid Asset Trust / Annual Report / June 30, 2004 Notes to Financial Statements June 30, 2004 1. ORGANIZATION SEI Liquid Asset Trust (the "Trust") was organized as a Massachusetts business trust under a Declaration of Trust dated July 20, 1981. The Trust is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company with four funds: the Treasury Securities Fund, the Prime Obligation Fund, the Institutional Cash Fund and the Money Market Fund (each a "Fund", collectively the "Funds"). The Trust is registered to offer Class A shares of each of the Funds. In the fiscal year ended June 30, 2004, no shares of the Institutional Cash Fund were sold and there were no shares outstanding at June 30, 2004. As of June 30, 2004, the Money Market Fund had not commenced operations. The assets of each Fund are segregated and a shareholder's interest is limited to the Fund in which shares are held. A description of the Funds' investment objectives, policies, and strategies are provided in the prospectus. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust. USE OF ESTIMATES -- The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. SECURITY VALUATION -- Investment securities are stated at amortized cost, which approximates market value. Under this valuation method, purchase discounts and premiums are accreted and amortized ratably to maturity. REPURCHASE AGREEMENTS -- The Trust invests in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregated account by the broker's custodian bank. Provisions of the agreements and the Trust's policies ensure that the market value of the collateral, including accrued interest thereon, is sufficient to cover interest and principal in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Trust may be delayed or limited. EXPENSES -- Expenses that are directly related to one of the Funds are charged directly to that Fund. Expenses of the Trust which are not directly associated to a specific Fund are allocated on the basis of relative net assets. SECURITY TRANSACTIONS AND INVESTMENT INCOME -- Security transactions are accounted for on the trade date. Costs used in determining realized gains and losses on the sale of investment securities are on the basis of specific identification. Interest income is recognized using the accrual basis of accounting. All amortization is calculated using the straight line method over the holding period of the security. Amortization of premiums and accretion of discounts are included in interest income. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment income are declared on a daily basis and are payable on the first business day of the following month. Any net realized capital gains of the Funds are distributed to the shareholders of the affected Funds annually. 3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES ADMINISTRATION AND TRANSFER AGENCY AGREEMENT -- SEI Investments Fund Management (the "Administrator") provides management, administrative and shareholder services to the Trust for an annual fee, which is calculated daily and paid monthly, of .42% of the average daily net assets of each Fund. The Administrator has contractually agreed to waive fees and to reimburse expenses, through June 30, 2004, in order to keep total operating expenses, net of SEI Investment Management Corporation ("SIMC") and SEI Investments Distribution Co.'s (the "Distributor") fee waivers, from exceeding .44% of the average daily net assets of each Fund. The Distributor is a wholly-owned and operated subsidiary of SEI Investments Company and a registered broker-dealer. DISTRIBUTION AGREEMENT -- The Distributor acts as the distributor of the shares of the Trust under a Distribution Agreement. The Trust has adopted a shareholder servicing plan for its Class A shares (the "Class A Plan") pursuant to which a shareholder servicing fee of up to .25% of the average daily net assets attributable to Class A shares will be paid to the Distributor. Under the Class A Plan the Distributor may perform, or may compensate other service providers for performing, certain shareholder and administrative services. The Distributor has waived, on a voluntary basis, all of its shareholder servicing fee. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 9 <page> Notes to Financial Statements (Concluded) June 30, 2004 Under the Class A Plan, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. Certain officers and/or trustees of the Trust are also officers and/or directors of the Administrator or SIMC. Compensation of officers and affiliated trustees of the Trust is paid by the Administrator and/or SIMC. Wachovia Bank, N.A. which is a Trust shareholder, acts as custodian and wire agent for the Trust. 4. INVESTMENT ADVISORY AGREEMENT SIMC serves as each Fund's investment adviser and "manager of managers" under an investment advisory agreement. For its services, SIMC receives an annual fee equal to .075% of the Trust's average daily net assets up to $500 million and ..02% of such net assets in excess of $500 million. Banc of America Capital Management, LLC ("BACAP"), serves as each Fund's investment sub-adviser under an investment sub- advisory agreement. 5. FEDERAL INCOME TAXES It is each Fund's intention to continue to qualify as a regulated investment company under Subchapter Mof the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required. The timing and characterization of certain income and capital gains distributions are determined annually in accordance with Federal tax regulations which may differ from accounting principles generally accepted in the United States of America. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for the reporting period may differ from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital, undistributed net investment income or accumulated net realized gain, as appropriate, in the period that the differences arise. The tax character of dividends paid to Class A shareholders during the years ended June 30, 2004 and June 30, 2003 were as follows ($ Thousands): - ---------------------------------------------------------------- Ordinary Income - ---------------------------------------------------------------- Treasury Securities Fund 2004 $ 401 2003 1,259 Prime Obligation Fund 2004 6,148 2003 11,782 As of June 30, 2004, the components of accumulated losses on a tax basis were as follows ($ Thousands): - ---------------------------------------------------------------- Treasury Prime Securities Obligation Fund Fund - ---------------------------------------------------------------- Capital Loss Carryforwards: Expiring in 2006 $(61) $ -- Expiring in 2008 -- -- Expiring in 2009 -- -- Expiring in 2010 -- -- Expiring in 2011 (1) (39) Undistributed Ordinary Income 46 -- ---- ----- Total Accumulated Losses $(16) $ (39) For Federal income tax purposes, capital loss carryforwards represent realized losses of the Funds that may be carried forward for a maximum period of eight years and applied against future capital gains. During the year ended June 30, 2004, the Treasury Securities Fund and Prime Obligation Fund utilized capital loss carryforwards of $1,511 and $3,181, respectively. For Federal income tax purposes, the book cost of securities was equal to the tax cost. - -------------------------------------------------------------------------------- 10 SEI Liquid Asset Trust / Annual Report / June 30, 2004 TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) Set forth below are the names, dates of birth, position with the Trust, length of term of office, the principal occupations for the last five years, number of portfolios in fund complex overseen by trustee, and other directorships outside fund complex of each of the persons currently serving as Trustees and Officers of the Trust. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-800-342-5734. - ------------------------------------------------------------------------------------------------------------------------------------ TERM OF NUMBER OF OFFICE PORTFOLIOS AND PRINCIPAL IN FUND NAME, POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER DIRECTORSHIPS ADDRESS, HELD WITH TIME DURING PAST OVERSEEN HELD BY AND AGE TRUSTS SERVED(1) FIVE YEARS BY TRUSTEE(2) TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEES - ------------------- Robert A. Nesher Chairman since 1982 Currently performs various 68 Trustee of The Advisors' Inner One Freedom of the services on behalf of SEI Circle Fund, The Arbor Fund, Valley Drive, Board of Investments Company ("SEI Bishop Street Funds, The MDL Oaks, PA 19456 Trustees* Investments") for which Mr. Funds, The Expedition Funds, 58 yrs. old Nesher is compensated. SEI Global Master Fund, plc, SEI Global Assets Fund, plc, SEI Global Investments Fund, plc, SEI Investments Global, Limited, SEI Absolute Return Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Master Fund, L.P., and SEI Opportunity Fund, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ William M. Doran Trustee* since 1982 Self-employed consultant since 68 Trustee of The Advisors' Inner 1701 Market Street 2003. Partner, Morgan, Lewis & Circle Fund, The Arbor Fund, Philadelphia, PA Bockius LLP(law firm) from 1976 The MDL Funds, and The 19103 to 2003, counsel to the Trust, Expedition Funds; Director of 64 yrs. old SEI Investments, SIMC, the SEI Investments since 1974. Administrator and the Distributor. Director of the Distributor since Secretary of SEI Investments 2003. since 1978. - ------------------------------------------------------------------------------------------------------------------------------------ TRUSTEES - -------- F. Wendell Gooch Trustee since 1982 Retired 68 Trustee of STI Classic Funds One Freedom and STI Classic Variable Trust. Valley Drive, Oaks, PA 19456 71 yrs. old - ------------------------------------------------------------------------------------------------------------------------------------ James M. Storey Trustee since 1995 Attorney, sole practitioner since 68 Trustee of The Advisors' Inner One Freedom 1994. Partner, Dechert Price Circle Fund, The Arbor Fund, Valley Drive, & Rhoads, September 1987- The MDL Funds, The Expedition Oaks, PA 19456 December 1993. Funds and Massachusetts Health 73 yrs. old and Education Tax-Exempt Trust. Director of U.S. Charitable Gift Trust. - ------------------------------------------------------------------------------------------------------------------------------------ George J. Sullivan, Jr. Trustee since 1996 Chief Executive, Newfound 68 Trustee of The Advisors' Inner One Freedom Consultants Inc. since April 1997. Circle Fund, The Arbor Fund, Valley Drive The MDL Funds, The Expedition Oaks, PA 19456 Funds, State Street Navigator 61 yrs. old Securities Lending Trust, SEI Absolute Return Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Master Fund, L.P., and SEI Opportunity Fund, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ <FN> *MESSRS. NESHER AND DORAN ARE TRUSTEES WHO MAY BE DEEMED TO BE "INTERESTED" PERSONS OF THE TRUST AS THAT TERM IS DEFINED IN THE 1940 ACT BY VIRTUE OF THEIR AFFILIATION WITH THE TRUSTS' DISTRIBUTOR. 1EACH TRUSTEE SHALL HOLD OFFICE DURING THE LIFETIME OF THIS TRUST UNTIL THE ELECTION AND QUALIFICATION OF HIS OR HER SUCCESSOR, OR UNTIL HE OR SHE SOONER DIES, RESIGNS OR IS REMOVED IN ACCORDANCE WITH THE TRUST'S DECLARATION OF TRUST. 2THE FUND COMPLEX INCLUDES THE FOLLOWING TRUSTS: SEI ASSET ALLOCATION TRUST, SEI DAILY INCOME TRUST, SEI INDEX FUNDS, SEI INSTITUTIONAL INVESTMENTS TRUST, SEI INSTITUTIONAL INTERNATIONAL TRUST, SEI INSTITUTIONAL MANAGED TRUST, SEI LIQUID ASSET TRUST AND SEI TAX EXEMPT TRUST. </FN> - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 11 <page> TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONCLUDED) - ------------------------------------------------------------------------------------------------------------------------------------ TERM OF NUMBER OF OFFICE PORTFOLIOS AND PRINCIPAL IN FUND NAME, POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER DIRECTORSHIPS ADDRESS, HELD WITH TIME DURING PAST OVERSEEN HELD BY AND AGE TRUSTS SERVED(1) FIVE YEARS BY TRUSTEE(2) TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ TRUSTEES (CONTINUED) - -------- Rosemarie B. Greco Trustee since 1999 Director, Governor's Office of Health 68 Director, Sonoco, Inc.; Director, One Freedom Care Reform, Commonwealth of Exelon Corporation; Trustee, Valley Drive Pennsylvania since 2003. Founder and Pennsylvania Real Estate Oaks, PA 19456 Principal, Grecoventures Ltd. from Investment Trust. 58 yrs. old 1999 to 2002. - ------------------------------------------------------------------------------------------------------------------------------------ Nina Lesavoy Trustee since 2003 Partner, Cue Capital since 2002, Head 68 SEI Absolute Return Master One Freedom of Sales Investorforce, January 2002- Fund, L.P., SEI Absolute Return Valley Drive, December 2001; Global Partner work- Fund, L.P., SEI Opportunity Oaks, PA 19456 ing for the CEO, Invesco Capital, Master Fund, L.P., and SEI 47 yrs. old January 1998-January 2000. Head of Opportunity Fund, L.P. Sales and Client Services, Chancellor Capital and later LGT Asset Management, 1986-2000. - ----------------------------------------------------------------------------------------------------------------------------------- OFFICERS - -------- Edward D. Loughlin President since 1982 Executive Vice President and President - N/A N/A One Freedom & CEO Asset Management Division of SEI Valley Drive, Investments since 1993. Director and Oaks, PA 19456 President of SIMC since 2004. Chief 53 yrs. old Executive Officer of the Administrator and Director of the Distributor since 2003. Executive Vice President of SIMC, 1999-2004. Executive Vice President of the Administrator, 1994-2003. - ----------------------------------------------------------------------------------------------------------------------------------- Peter (Pedro) A. Controller and since 2003 Director, Fund Accounting and N/A N/A Rodriguez Chief Administration, SEI Investments Global One Freedom Financial Funds Services since September 2002 Valley Drive, Officer (and 1997-2002); Vice President, Fund Oaks, PA 19456 Administration, BlackRock Financial 42 yrs. old Management (April 2002 to September 2002). - ----------------------------------------------------------------------------------------------------------------------------------- Timothy D. Barto Vice since 2002 General Counsel, Vice President and N/A N/A One Freedom President Secretary of SIMC and the Administrator Valley Drive and since 2004. Vice President and Assistant Oaks, PA 19456 Secretary Secretary of SEI Investments since 2001. 36 yrs. old Vice President of SIMC and the Administrator since 1999. Assistant Secretary of SIMC, the Administrator and the Distributor and Vice President of the Distributor, 1999-2003. Associate, Dechert Price & Rhoads (law firm), 1997-1999. - ----------------------------------------------------------------------------------------------------------------------------------- Lydia A. Gavalis Vice since 1998 Vice President and Assistant Secretary N/A N/A One Freedom President of SEI Investments and SIMC since 1998. Valley Drive and Vice President of the Administrator and Oaks, PA 19456 Assistant the Distributor, 1998-2003. Assistant 40 yrs. old Secretary Secretary of the Distributor, 1998-2003. - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------- 12 SEI Liquid Asset Trust / Annual Report / June 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ TERM OF NUMBER OF OFFICE PORTFOLIOS AND PRINCIPAL IN FUND NAME, POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER DIRECTORSHIPS ADDRESS, HELD WITH TIME DURING PAST OVERSEEN HELD BY AND AGE TRUSTS SERVED(1) FIVE YEARS BY TRUSTEE(2) TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS (CONTINUED) - -------------------- Christine M. Vice since 1999 Vice President and Assistant Secretary N/A N/A McCullough President of SIMC since 1999. Vice President One Freedom and and Assistant Secretary of SEI Valley Drive Assistant Investments since 2000. Vice Oaks, PA 19456 Secretary President and Assistant Secretary 43 yrs. old of the Administrator and the Distributor, 1999-2003. Associate, White and Williams LLP (law firm), 1991-1999. - ------------------------------------------------------------------------------------------------------------------------------------ William E. Zitelli, Jr. Vice since 2001 Assistant Secretary of SIMC and the N/A N/A One Freedom President Administrator since 2000. Vice Valley Drive and President and Assistant Secretary of Oaks, PA 19456 Assistant SEI Investments since 2000. Vice 36 yrs. old Secretary President of SIMC, the Administrator and the Distributor and Assistant Secretary of the Distributor, 2000-2003. Vice President, Merrill Lynch & Co. Asset Management Group, 1998-2000. - ------------------------------------------------------------------------------------------------------------------------------------ John J. Munera Vice since 2002 Global AML Compliance Officer at SEI N/A N/A One Freedom President Investments since 2002. Middle Office Valley Drive and Compliance Officer at SEI Investments Oaks, PA 19456 Assistant since 2000; Supervising Examiner at 41 yrs. old Secretary Federal Reserve Bank of Philadelphia from 1998-2000. - ------------------------------------------------------------------------------------------------------------------------------------ John J. McCue Vice since 2004 Director of Portfolio Implementations N/A N/A One Freedom President for SIMC since 1995. Managing Director Valley Drive of Money Market Investments for Oaks, PA 19456 SIMC since 2003. 41 yrs. old - ------------------------------------------------------------------------------------------------------------------------------------ Thomas D. Jones, III Chief since 2004 Compliance Officer, Assistant N/A N/A One Freedom Compliance Secretary of SIMC since March Valley Drive Officer 2004. First Vice President, Merrill Oaks, PA 19456 Lynch Investment Managers 39 yrs. old (Americas) from 1992-2004. - ------------------------------------------------------------------------------------------------------------------------------------ <FN> 1EACH TRUSTEE SHALL HOLD OFFICE DURING THE LIFETIME OF THIS TRUST UNTIL THE ELECTION AND QUALIFICATION OF HIS OR HER SUCCESSOR, OR UNTIL HE OR SHE SOONER DIES, RESIGNS OR IS REMOVED IN ACCORDANCE WITH THE TRUST'S DECLARATION OF TRUST. 2THE FUND COMPLEX INCLUDES THE FOLLOWING TRUSTS: SEI ASSET ALLOCATION TRUST, SEI DAILY INCOME TRUST, SEI INDEX FUNDS, SEI INSTITUTIONAL INVESTMENTS TRUST, SEI INSTITUTIONAL INTERNATIONAL TRUST, SEI INSTITUTIONAL MANAGED TRUST, SEI LIQUID ASSET TRUST AND SEI TAX EXEMPT TRUST. </FN> - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Annual Report / June 30, 2004 13 <page> Notice to Shareholders (Unaudited) For shareholders that do not have a June 30, 2004 taxable year end, this notice is for informational purposes only. For shareholders with a June 30, 2004 taxable year end, please consult your tax adviser as to the pertinence of this notice. For the fiscal year ended June 30, 2004, the Funds are designating long term and qualifying dividend income with regard to distributions paid during the year as follows: (A) (B) LONG TERM ORDINARY (C) CAPITAL GAINS INCOME TOTAL DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS PORTFOLIO (TAX BASIS) (TAX BASIS) (TAX BASIS) Treasury Securities Fund 0% 100% 100% Prime Obligation Fund 0% 100% 100% (D) (E) QUALIFYING TAX-EXEMPT PORTFOLIO DIVIDENDS(1) INTEREST Treasury Securities Fund 0% 0% Prime Obligation Fund 0% 0% (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. Items (A) and (B) are based on the percentage of each Fund's total distribution. Items (C) and (E) are based on the percentage of ordinary income distributions of each Fund. Item (D) is based on the percentage of gross income of each Fund. Please consult your tax adviser for proper treatment of this information. This notification should be kept with your permanent tax records. - -------------------------------------------------------------------------------- 14 SEI Liquid Asset Trust / Annual Report / June 30, 2004 Notes Notes Notes Notes Notes Notes SEI LIQUID ASSET TRUST ANNUAL REPORT JUNE 30, 2004 Robert A. Nesher, CHAIRMAN TRUSTEES William M. Doran F. Wendell Gooch Rosemarie B. Greco Nina Lesavoy James M. Storey George J. Sullivan, Jr. OFFICERS Edward D. Loughlin PRESIDENT AND CHIEF EXECUTIVE OFFICER Peter (Pedro) A. Rodriguez CONTROLLER, CHIEF FINANCIAL OFFICER Jack McCue VICE PRESIDENT Timothy D. Barto VICE PRESIDENT AND SECRETARY Lydia A. Gavalis VICE PRESIDENT, ASSISTANT SECRETARY Christine M. McCullough VICE PRESIDENT, ASSISTANT SECRETARY John J. Munera VICE PRESIDENT, ASSISTANT SECRETARY William E. Zitelli, Jr. VICE PRESIDENT, ASSISTANT SECRETARY Thomas D. Jones, III CHIEF COMPLIANCE OFFICER INVESTMENT ADVISER SEI Investments Management Corporation SUB-ADVISER Banc of America Capital Management, LLC ADMINISTRATOR SEI Investments Fund Management DISTRIBUTOR SEI Investments Distribution Co. LEGAL COUNSEL Morgan, Lewis & Bockius LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP This report and the financial statements contained herein are submitted for the general information of the shareholders of the Trust and must be preceded or accompanied by a current prospectus. Shares of the Funds are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not federally insured by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or any other government agency. Investment in the shares involves risk, including the possible loss of principal. FOR MORE INFORMATION CALL 1 800 DIAL SEI (1 800 342 5734) [BACKGROUND GRAPHIC OMITTED] [SEI INVESTMENTS LOGO OMITTED] SEI Investments Distribution Co. Oaks, PA 19456 1 800-DIAL-SEI (1 800 342 5734) SEI-F-097 (6/04) ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's registrant's principal executive officer, principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee. (a)(2) The audit committee financial expert is George J. Sullivan, Jr. Mr. Sullivan is an independent as defined in Form N-CSR Item 3(a)(2). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Fees billed by PricewaterhouseCoopers Related to the Trust PricewaterhouseCoopers billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows: - ------------------------------------------------------------------------------------------------------------------------------ 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------ All fees and All fees and All other fees All fees and All fees and All other fees services to the services to and services to services to the services to and services to Trust that were service service Trust that were service service pre-approved affiliates that affiliates that pre-approved affiliates that affiliates that were did not require were did not require pre-approved pre-approval pre-approved pre-approval - ------------------------------------------------------------------------------------------------------------------------------ (a) Audit $25,300 $0 $0 $33,575 $0 $0 Fees(1) - ------------------------------------------------------------------------------------------------------------------------------ (b) Audit-Related $0 $262,502 (2) $0 $0 $0 $0 Fees - ------------------------------------------------------------------------------------------------------------------------------ (c) Tax Fees $0 $0 $0 $0 $0 $0 - ------------------------------------------------------------------------------------------------------------------------------ (d) All $0 $0 $0 $0 $0 $0 Other Fees - ------------------------------------------------------------------------------------------------------------------------------ Notes: (1) Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. (2) Includes fees for: The examination of the design of SEI's Anti Money Laundering Program Framework; 404 Readiness Assistance for SEI; and agreed upon procedures related to the requirement to perform an independent audit pursuant to Section 352 of the USA PATRIOT Act for SEI Funds I (e)(1) Not Applicable. (e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows: ---------------------------------------------------------- 2004 2003 ---------------------------------------------------------- Audit-Related Fees $0 $0 ---------------------------------------------------------- Tax Fees $0 $0 ---------------------------------------------------------- All Other Fees $0 $0 ---------------------------------------------------------- (f) Not Applicable. (g) The aggregate non-audit fees and services billed by PricewaterhouseCoopers for the last two fiscal years were $0 and $0 for 2004 and 2003, respectively. (h) Not Applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end investment management companies. ITEM 6. (RESERVED) ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end investment management companies. ITEM 8. PURCHASERS OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 10. CONTROLS AND PROCEDURES. (a) The certifying officers, whose certifications are included herewith, have evaluated the registrant's disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant's disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. ITEMS 11. EXHIBITS. (a)(1) Code of Ethics attached hereto. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) SEI Liquid Asset Trust Funds By (Signature and Title)* /s/ Edward D. Loughlin ---------------------- Edward D. Loughlin Date 08/19/04 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Edward D. Loughlin ------------------------ Edward D. Loughlin Date 08/19/04 By (Signature and Title)* /s/ Peter (Pedro) A. Rodriguez ------------------------------ Peter (Pedro) A. Rodriguez Date 08/19/04 * Print the name and title of each signing officer under his or her signature.