UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM N-CSRS -------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-03231 SEI LIQUID ASSET TRUST (Exact name of registrant as specified in charter) -------- c/o CT Corporation 101 Federal St. Boston, MA 02110 (Address of principal executive offices) (Zip code) c/o SEI Investments Company One Freedom Valley Drive Oaks, PA 19456 (Name and address of agent for service) COPIES TO: Richard W. Grant, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-342-5734 DATE OF FISCAL YEAR END: JUNE 30, 2008 DATE OF REPORTING PERIOD: DECEMBER 31, 2007 ITEM 1. REPORTS TO STOCKHOLDERS. SEI New ways. New answers.(R) SEI Liquid Asset Trust - -------------------------------------------------------------------------------- Semi-Annual Report as of December 31, 2007 - -------------------------------------------------------------------------------- Prime Obligation Fund TABLE OF CONTENTS - -------------------------------------------------------------------------------- Schedule of Investments 1 - -------------------------------------------------------------------------------- Statement of Assets and Liabilities 3 - -------------------------------------------------------------------------------- Statement of Operations 4 - -------------------------------------------------------------------------------- Statements of Changes in Net Assets 5 - -------------------------------------------------------------------------------- Financial Highlights 6 - -------------------------------------------------------------------------------- Notes to Financial Statements 7 - -------------------------------------------------------------------------------- Disclosure of Fund Expenses 11 - -------------------------------------------------------------------------------- The Trust files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Trust's Forms N-Q are available on the Commission's website at http://www.sec.gov, and may be reviewed and copied at the Commission's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Trust uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-800-DIAL-SEI; and (ii) on the Commission's website at http://www.sec.gov. SCHEDULE OF INVESTMENTS (Unaudited) Prime Obligation Fund December 31, 2007 - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS (UNAUDITED)*: [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.] 52.0% Commercial Paper 26.9% Repurchase Agreements 12.9% Corporate Obligations 5.3% U.S. Government Agency Obligation 2.9% Insurance Funding Agreement *Percentages based on total investments. - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY OBLIGATION -- 5.2% FHLB 3.250%, 01/02/08 $ 55,000 $ 54,995 ----------- Total U.S. Government Agency Obligation (Cost $54,995) ($ Thousands) 54,995 ----------- COMMERCIAL PAPER (A) (F) -- 52.0% FINANCIAL SERVICES -- 52.0% CAFCO LLC 5.136%, 01/04/08 20,000 19,991 CRC Funding LLC 5.107%, 02/04/08 25,000 24,881 Chariot Funding LLC 5.368%, 01/25/08 15,000 14,947 Ciesco LLC 5.400%, 01/28/08 3,550 3,536 5.107%, 02/04/08 20,000 19,905 5.041%, 02/11/08 25,000 24,858 Citigroup 4.951%, 02/14/08 25,000 24,850 Concord Minutemen Capital Corporation 6.292%, 01/18/08 15,000 14,956 5.303%, 01/23/08 10,000 9,968 5.270%, 02/15/08 25,000 24,837 Crown Point Capital Corporation 6.292%, 01/18/08 15,000 14,956 Fairway Finance Corporation 5.049%, 01/24/08 25,000 24,920 Falcon Asset Securitization Corporation LLC 5.136%, 01/07/08 25,000 24,979 Fcar Owner Trust I 5.034%, 01/03/08 10,000 9,997 Fcar Owner Trust II 5.994%, 03/17/08 15,000 14,813 Gemini Securities Corporation LLC 5.740%, 01/25/08 25,000 24,905 Grampian Funding LLC 4.911%, 01/24/08 40,000 39,875 Issuer Entity LLC (C) (G) (H) (K) 5.096%, 10/30/08 14,499 12,899 Jupiter Securitization Corporation 5.250%, 01/22/08 20,000 19,939 - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- Lexington Parker Capital 5.270%, 02/15/08 $ 11,000 $ 10,928 5.273%, 02/20/08 10,000 9,928 Liberty Lighthouse 6.002%, 01/07/08 4,032 4,028 5.777%, 04/24/08 20,161 19,800 Rams Funding Three LLC 5.496%, 02/11/08 19,900 19,900 Solitaire Funding LLC 5.401%, 01/28/08 25,000 24,900 Surrey Funding Corporation 6.146%, 01/25/08 20,000 19,919 5.207%, 01/31/08 15,000 14,936 Thornburg Mortgage Capital Resource 144A (B) 5.205%, 03/03/08 20,000 19,999 Victory Receivables Corporation 5.162%, 02/08/08 10,000 9,946 Wal-Mart Funding Discount 5.174%, 01/28/08 20,000 19,923 ----------- Total Commercial Paper (Cost $545,812) ($ Thousands) 544,219 ----------- CORPORATE OBLIGATIONS (E) (F) -- 12.9% FINANCIAL SERVICES -- 12.9% Asscher Finance Corporation MTN (B) (G) (H) 5.500%, 07/16/08 6,590 6,560 Axon Financial Fund LLC MTN (B) (G) (H) (J) 5.230%, 04/04/08 15,000 13,950 Bear Stearns MTN 4.330%, 01/09/08 20,000 20,000 Cheyne Finance MTN (B) (G) (H) (I) 4.313%, 03/25/08 10,000 8,600 Cullinan Finance Corporation MTN (B) (G) (H) 4.320%, 03/25/08 15,000 14,967 General Electric Capital Corporation 5.290%, 01/03/08 11,500 11,500 JPMorgan Chase 5.218%, 09/11/08 15,000 15,000 Liquid Funding Ltd. MTN (B) (G) (H) 4.325%, 04/10/08 10,000 10,000 SLM Corporation MTN (B) 4.959%, 04/18/08 15,000 15,000 Stanfield Victoria Funding LLC MTN (B) (G) (H) (L) 4.320%, 03/20/08 20,000 19,851 ----------- Total Corporate Obligations (Cost $138,087) ($ Thousands) 135,428 ----------- - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 1 Prime Obligation Fund (Concluded) December 31, 2007 - -------------------------------------------------------------------------------- Face Amount Value Description ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- INSURANCE FUNDING AGREEMENT (C) (E) -- 2.9% INSURANCE -- 2.9% MetLife Funding Agreement 5.313%, 07/11/08 $ 30,000 $ 30,000 ----------- Total Insurance Funding Agreement (Cost $30,000) ($ Thousands) 30,000 ----------- REPURCHASE AGREEMENTS (D) -- 26.9% Deutsche Bank Securities 4.250%, dated 12/31/07, to be repurchased on 01/01/08, repurchase price $223,588,779 (collateralized by various FHLB/ FHLMC/FNMA obligations, ranging in par value $11,379,000- $30,000,000, 0.000%-7.125%, 01/04/08-03/05/19, with a total market value $228,007,087) 223,536 223,536 Lehman Brothers 4.200%, dated 12/31/07, to be repurchased on 01/01/08, repurchase price $58,013,348 (collateralized by a U.S. Government obligation, par value $59,995,000, 0.000%, 04/30/08, with a total market value $59,161,071) 58,000 58,000 ----------- Total Repurchase Agreements (Cost $281,536) ($ Thousands) 281,536 ----------- CAPITAL SUPPORT AGREEMENT (G) -- 0.0% SEI Capital Support Agreement -- -- ----------- Total Capital Support Agreement -- ----------- Total Investments -- 99.9% (Cost $1,050,430) ($ Thousands) $1,046,178 =========== - -------------------------------------------------------------------------------- Description - -------------------------------------------------------------------------------- Percentages are based on Net Assets of $1,046,768 ($ Thousands). (A) The rate reported is the effective yield at time of purchase. (B) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." These securities have been determined to be liquid under guidelines established by the Board of Trustees. (C) Securities considered restricted. The total value of such securities as of December 31, 2007 was $42,899 ($ Thousands) and represented 4.1000% of Net Assets. (D) Tri-Party Repurchase Agreement (E) Floating Rate Instrument. The rate reflected on the Schedule of Investments is the rate in effect on December 31, 2007. The demand and interest net asset feature give this security a shorter effective maturity date. (F) Securities are held in connection with a letter of credit issued by a major bank. (G) This security is covered by a Capital Support Agreement ("Agreement") between the Fund and SEI Investments Company ("SEI") which provides that SEI will contribute capital to the Fund, up to a specified maximum amount, in the event that the Fund realizes a loss on any of these securities and such realized loss causes the Fund's net asset value as calculated using market values to drop below $0.9950. As of December 31, 2007, the market value of the Agreement was $0. (H) The value shown is the market value as of December 31, 2007. Please refer to Note 8 for the amortized cost value as of December 31, 2007. (I) On October 17, 2007, due to deterioration in the market value of the assets of Cheyne Finance LLC ("Cheyne"), provisions in the organizational documents of Cheyne were triggered that caused the notes issued by Cheyne to become immediately due and payable. Since no payments have been received, the Cheyne notes are in default. (J) On November 21, 2007, due to deterioration in the market value of the assets of Axon Financial Funding, LLC ("Axon"), provisions in the organizational documents of Axon were triggered that caused the notes issued by Axon to become immediately due and payable. Since no payments have been received, the Axon notes are in default. (K) Notes issued by Issuer Entity LLC were received by the Fund in connection with a restructuring of Ottimo Funding Ltd. ("Ottimo") on November 2, 2007. The Fund previously held notes issued by Ottimo, which had defaulted prior to the restructuring. (L) Please refer to Note 9 for more information regarding this security. FHLB -- Federal Home Loan Bank FHLMC -- Federal Home Loan Mortgage Corporation FNMA -- Federal National Mortgage Association LLC -- Limited Liability Company Ltd -- Limited MTN -- Medium Term Note Amounts designated as "--" are $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- 2 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 Statement of Assets and Liabilities ($ Thousands) as of December 31, 2007 (Unaudited) - ----------------------------------------------------------------------------------------------------------- PRIME OBLIGATION FUND - ----------------------------------------------------------------------------------------------------------- ASSETS: Investments at Market Value (Cost $768,894) $ 764,642 Repurchase Agreement (Cost $281,536) 281,536 Cash 1 Accrued Income 1,527 Prepaid expenses 20 - ----------------------------------------------------------------------------------------------------------- Total Assets 1,047,726 - ----------------------------------------------------------------------------------------------------------- LIABILITIES: Payable for Income Distribution 412 Payable due to Administrator 329 Payable due to Investment Adviser 47 Chief Compliance Officer Fees Payable 2 Trustees Fees Payable 1 Accrued expenses 167 - ----------------------------------------------------------------------------------------------------------- Total Liabilities 958 - ----------------------------------------------------------------------------------------------------------- Net Assets $ 1,046,768 - ----------------------------------------------------------------------------------------------------------- NET ASSETS CONSIST OF: Paid-in Capital $ 1,051,069 Distributions in excess of Net Investment Income (3) Accumulated net realized loss on investments (46) Net Unrealized Depreciation on Investments (4,252) - ----------------------------------------------------------------------------------------------------------- Net Assets $ 1,046,768 - ----------------------------------------------------------------------------------------------------------- Net Asset Value, Offering and Redemption Price Per Share -- Class A Shares ($1,046,768,198 / 1,051,068,854) $ 1.00 - ----------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 3 Statement of Operations ($ Thousands) For the six month period ended December 31, 2007 (Unaudited) - -------------------------------------------------------------------------------------- PRIME OBLIGATION FUND - -------------------------------------------------------------------------------------- INVESTMENT INCOME: Interest Income $ 24,799 - -------------------------------------------------------------------------------------- EXPENSES: Administration Fees 1,986 Shareholder Servicing Fees -- Class A 1,182 Investment Advisory Fees 233 Trustees' Fees 9 Chief Compliance Officer Fees 2 Printing Fees 88 Professional Fees 24 Registration Fees 14 Custodian/Wire Agent Fees 11 Insurance Expense 5 Other Expenses 8 - -------------------------------------------------------------------------------------- Total Expenses 3,562 - -------------------------------------------------------------------------------------- Less, Waiver of: Administration Fees (298) Shareholder Servicing Fees -- Class A (1,182) - -------------------------------------------------------------------------------------- Net Expenses 2,082 - -------------------------------------------------------------------------------------- NET INVESTMENT INCOME 22,717 ====================================================================================== Net Realized Gain on Investments 9 Net Change in Unrealized Depreciation on Investments (4,252) - -------------------------------------------------------------------------------------- Net Realized and Unrealized Loss on Investments (4,243) - -------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 18,474 ====================================================================================== The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- 4 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 Statement of Changes in Net Assets ($ Thousands) For the six month period ended December 31, 2007 (Unaudited) and the year ended June 30, 2007 - -------------------------------------------------------------------------------------- PRIME OBLIGATION FUND - -------------------------------------------------------------------------------------- 07/01/07 to 07/01/06 to 12/31/07 6/30/07 - -------------------------------------------------------------------------------------- OPERATIONS: Net Investment Income $ 22,717 $ 41,318 Net Realized Gain (Loss) on Investments 9 (8) Net Change in Unrealized Depreciation on Investments (4,252) -- - -------------------------------------------------------------------------------------- Net Increase in Net Assets Resulting from Operations 18,474 41,310 - -------------------------------------------------------------------------------------- DIVIDENDS FROM: Net Investment Income: Class A (22,720) (41,318) - -------------------------------------------------------------------------------------- Total Dividends (22,720) (41,318) - -------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE): Class A: Proceeds from Shares Issued 3,399,006 5,702,025 Reinvestment of Dividends 20,100 39,448 Cost of Shares Redeemed (3,173,622) (5,791,532) - -------------------------------------------------------------------------------------- Increase (decrease) in Net Assets Derived from Capital Share Transactions 245,484 (50,059) - -------------------------------------------------------------------------------------- Net Increase (decrease) in Net Assets 241,238 (50,067) - -------------------------------------------------------------------------------------- NET ASSETS: BEGINNING OF YEAR $ 805,530 $ 855,597 - -------------------------------------------------------------------------------------- END OF YEAR $ 1,046,768 $ 805,530 ====================================================================================== Distributions in excess of Net Investment Income $ (3) $ -- ====================================================================================== Amounts designated as "--" are $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 5 Financial Highlights For the six month period ended December 31, 2007 (Unaudited) and the years ended June 30, For a share outstanding throughout each year - ------------------------------------------------------------------------------------------ Net Realized and Net Asset Unrealized Total Dividends Value, Net Gains from from Net Beginning Investment on Investment Investment Total of Period Income Securities Operations Income Dividends - ------------------------------------------------------------------------------------------ PRIME OBLIGATION FUND CLASS A: 2007* $1.00 $0.02 $-- $0.02 $ (0.02) $(0.02) 2007 1.00 0.05 -- 0.05 (0.05) (0.05) 2006 1.00 0.04 -- 0.04 (0.04) (0.04) 2005 1.00 0.02 -- 0.02 (0.02) (0.02) 2004 1.00 0.01 -- 0.01 (0.01) (0.01) 2003 1.00 0.01 -- 0.01 (0.01) (0.01) - -------------------------------------------------------------------------------------------- Ratio of Expenses Ratio of Net Ratio of to Average Investment Net Asset Net Assets Expenses Net Assets Income Value, End Total End of Period to Average (Excluding to Average of Period Return+ ($ Thousands) Net Assets Waivers) Net Assets - -------------------------------------------------------------------------------------------- PRIME OBLIGATION FUND CLASS A: 2007* $1.00 2.46% $1,051,020 0.44% 0.75% 4.80% 2007 1.00 5.05 805,530 0.44 0.76 4.94 2006 1.00 3.88 855,597 0.44 0.76 3.82 2005 1.00 1.81 698,956 0.44 0.77 1.77 2004 1.00 0.68 887,109 0.44 0.77 0.68 2003 1.00 1.12 1,050,594 0.44 0.76 1.11 * For the six month period ended December 31, 2007. All ratios have 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. - -------------------------------------------------------------------------------- 6 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 Notes to Financial Statements (Unaudited) December 31, 2007 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 one fund: the Prime Obligation Fund (the "Fund"). The Trust is registered to offer Class A shares of the Fund. A description of the Fund's 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 generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations 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 Fund 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 Fund may be delayed or limited. EXPENSES -- Expenses that are directly related to the Fund are charged directly to the Fund. 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 Fund are distributed to the shareholders of the Fund annually. 3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES ADMINISTRATION AND TRANSFER AGENCY AGREEMENT -- SEI Investments Global Funds Services (the "Administrator") provides administrative services to the Trust for an annual fee, which is calculated daily and paid monthly, of .42% of the average daily net assets of the Fund. The Administrator has contractually agreed to waive fees and to reimburse expenses, through June 30, 2008, in order to keep total operating expenses, net of SEI Investments Management Corporation ("SIMC") and SEI Investments Distribution Co.'s (the "Distributor") fee waivers, from exceeding .44% of the average daily net assets of the 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. 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. The services provided by the Chief Compliance Officer ("CCO") and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust's Advisors and service providers as required by SEC regulations. The CCO's services have been approved by and are reviewed by the Board. U.S. Bank, N.A. which is a Trust shareholder, acts as custodian and wire agent for the Trust. CAPITAL SUPPORT AGREEMENT -- The Fund has entered into a Capital Support Agreement with SEI. Please see Note 8 for more information. - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 7 Notes to Financial Statements (Unaudited) (Continued) December 31, 2007 4. INVESTMENT ADVISORY AGREEMENT SIMC serves as the 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 $500 million. Columbia Management Advisors, LLC ("Columbia"), serves as the Fund's investment sub-adviser under an investment sub-advisory agreement. Columbia is paid by SIMC. SIMC compensates Columbia out of the fee it receives from the Fund. 5. FEDERAL INCOME TAXES It is the Fund's intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required. The timing and characterization of certain income and capital gains distributions are determined annually in accordance with Federal tax regulations which may differ from accounting principles generally accepted in the United States of America. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for the reporting period may differ from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital, undistributed net investment income or accumulated net realized gain, as appropriate, in the period that the differences arise. The tax character of dividends paid to Class A shareholders during the years ended June 30, 2007 and June 30, 2006 were as follows ($ Thousands): - -------------------------------------------------------------------------------- Ordinary Income - -------------------------------------------------------------------------------- 2007 $41,318 2006 $27,787 As of June 30, 2007, the components of accumulated losses on a tax basis were as follows ($ Thousands): Capital Loss Carryforwards: Expiring in 2011 $ (39) Expiring in 2013 (3) Expiring in 2014 (1) Expiring in 2015 (4) Undistributed Ordinary Income 3,312 Post-October Losses (8) Other Temporary Differences (3,312) -------- Total Accumulated Losses $ (55) ======== The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at December 31, 2007, were as follows: - -------------------------------------------------------------------------------- Net Unrealized Federal Appreciated Depreciated Appreciation/ Tax Cost Securities Securities (Depreciation) ($ Thousands) ($ Thousands) ($ Thousands) ($ Thousands) - -------------------------------------------------------------------------------- Prime Obligation Fund $1,050,430 $ -- $(4,252) $(4,252) Post-October losses represent losses realized on investment transactions from November 1, 2006 through June 30, 2007, that, in accordance with Federal income tax regulations, the Fund defers and treats as having arisen in the following fiscal year. For Federal income tax purposes, capital loss carryforwards represent realized losses of the Fund that may be carried forward for a maximum period of eight years and applied against future capital gains. The cost basis of securities for Federal income tax purposes is equal to the cost basis used for financial reporting purposes. 6. NEW ACCOUNTING PRONOUNCEMENTS In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. Based on its analysis, management has determined that the adoption of FIN 48 did not have a material impact to the Fund's financial statements' upon adoption. However, management's conclusions regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance expected from the FASB, and on-going analyses of and changes to tax laws, regulations and interpretations thereof. In September 2006, the FASB issued Statement on Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to - -------------------------------------------------------------------------------- 8 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of December 31, 2007, the Fund does not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported in the financial statements for a fiscal period. 7. RESTRUCTURING FUND At a meeting held on June 29, 2007, the Board approved the liquidation of the Trust in connection with a limited restructuring of some SEI Funds, in which case it was planned that nearly all of the Prime Obligation Fund's shareholders would become shareholders of a Prime Obligation Fund that is being established within another trust in the SEI Funds Complex. However, in light of recent volatility in the money markets, the liquidation has been postponed. The adviser and the Board will continue to monitor the situation to determine when and if the restructuring and the related liquidation of the Trust should proceed. Unless and until such liquidation occurs, the Fund will continue to operate normally. Accounting rules require that financial statements for entities in liquidation, or for which liquidation appears imminent, be prepared on a liquidation basis of accounting. As the U.S. generally accepted accounting principles for investment companies are materially consistent with the liquidation basis of accounting, the financial statements for the Fund have been prepared in conformity with both accounting methods. 8. CAPITAL SUPPORT AGREEMENT On December 3, 2007, the Fund entered into a Capital Support Agreement with SEI Investments Company ("SEI"), which is the parent company of SIMC. The Capital Support Agreement requires SEI to commit capital to the Fund, subject to the aggregate limit of $1.5 million, if the Fund realizes payments or sales proceeds from specified securities ("Eligible Notes") held by the Fund which are less than the amortized cost of such securities and such loss causes the Fund's mark-to-market net asset value to drop below $0.9950. The Eligible Notes held in the Fund on December 31, 2007 are footnoted on the Schedule of Investments. On February 15, 2008, the Agreement was amended to increase the maximum contribution amount to $3 million. Upon the sale or other disposition of an Eligible Note, the amount of required capital commitment would be the least of the following amounts: (i) the amount, if any, by which the amortized cost of the Eligible Note exceeds the amount realized from the sale or other disposition of the security; (ii) the amount, if any, necessary to restore the net asset value per share of the Fund to $0.9950, or (iii) the remaining amount of the aggregate limit of the Capital Support Agreement, taking into account all prior contributions. SEI's obligations under the Agreement are supported by a Letter of Credit issued by a bank having a First Tier credit rating. The Fund will draw on the Letter of Credit in the event that SEI fails to make a cash contribution when due under the Agreement. The Fund will sell the Eligible Notes (i) promptly following any change in the Letter of Credit provider's short term credit ratings such that the Letter of Credit provider's obligations no longer qualify as First Tier Securities as defined in paragraph (a)(12) of Rule 2a-7, or (ii) on the business day immediately prior to the termination date of the Agreement; provided that the Fund is not required to complete any such sale if the amount the Fund expects to receive would not result in the payment of a Capital Contribution, or, with respect to an event described in (i) above, if the Affiliate substitutes an obligation or credit support that satisfies the requirement of a First Tier Security within fifteen (15) calendar days from the occurrence of such event and, during such 15 day period, the Letter of Credit provider's obligations continue to qualify as Second Tier Securities under paragraph (a)(22) of Rule 2a-7. The termination date of the Agreement is December 1, 2008, although that date may be extended upon agreement of SEI and the Fund, subject to the prior approval of the staff of the U.S. Securities and Exchange Commission. The following table shows the Eligible Notes and their amortized cost and fair market value as of December 31, 2007. Amortized Market Unrealized Description Shares Cost Value Depreciation (000) (000) (000) - -------------------------------------------------------------------------------- Asscher Finance Corporation MTN 5.500%, 07/16/08 $ 6,590 $ 6,590 $ 6,560 $ (30) Axon Financial Fund LLC MTN 5.230%, 04/04/08 15,000 15,000 13,950 (1,050) Cheyne Finance Corporation 4.313%, 03/25/08 10,000 9,999 8,600 (1,399) Cullinan Finance MTN 4.320, 03/25/08 15,000 14,999 14,967 (32) Liquid Funding Ltd. MTN 4.325%, 04/10/08 10,000 10,000 10,000 -- Issuer Entity LLC 5.096%, 10/30/08 14,499 14,493 12,900 (1,593) Stanfield Victoria Funding LLC 4.320%, 03/20/08 20,000 19,999 19,851 (148) ------- --------- ------- ----------- Totals 91,089 91,080 86,828 (4,252) ======= ========= ======= =========== - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 9 Notes to Financial Statements (Unaudited) (Concluded) December 31, 2007 9. SUBSEQUENT EVENT On January 18, 2008, due to deterioration in the market value of the assets of Stanfield Victoria Finance, LLC ("Victoria"), provisions in the organizational documents of Victoria were triggered that caused the notes issued by Victoria to become immediately due and payable. Since no payments have been received, the Victoria notes have gone into default. Since that time, this security's valuation has been determined in accordance with fair value for purposes of calculating the Fund's "mark-to-market" net asset value. As of the time of this filing, there is a material difference between the fair value of this security and its amortized cost. - -------------------------------------------------------------------------------- 10 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 Disclosure of Fund Expenses (Unaudited) All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns. Operating expenses such as these are deducted from a mutual fund's gross income and directly reduce your final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual fund's expense ratio. The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table below illustrates your Fund's costs in two ways: o ACTUAL FUND RETURN. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The "Expenses Paid During Period" column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the "Ending Account Value" number is derived from deducting that expense cost from the Fund's gross investment return. You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your ending account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under "Expenses Paid During Period." o HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds. NOTE: Because the return is set at 5% for comparison purposes -- NOT your Fund's actual return -- the account values shown may not apply to your specific investment. - -------------------------------------------------------------------------------- BEGINNING ENDING EXPENSES ACCOUNT ACCOUNT ANNUALIZED PAID VALUE VALUE EXPENSE DURING 7/1/07 12/31/07 RATIOS PERIOD* - ------------------------------------------------------------------------------------ PRIME OBLIGATION FUND -- CLASS A - ------------------------------------------------------------------------------------ ACTUAL FUND RETURN $1,000.00 $1,024.60 0.44% $2.24 HYPOTHETICAL 5% RETURN 1,000.00 1,022.92 0.44 2.24 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period shown). - -------------------------------------------------------------------------------- SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2007 11 Notes SEI LIQUID ASSET TRUST SEMI-ANNUAL REPORT DECEMBER 31, 2007 As of February 28, 2008 Robert A. Nesher, CHAIRMAN TRUSTEES William M. Doran James M. Storey George J. Sullivan, Jr. Rosemarie B. Greco Nina Lesavoy James M. Williams Mitchell A. Johnson OFFICERS Robert A. Nesher PRESIDENT AND CHIEF EXECUTIVE OFFICER Stephen F. Panner CONTROLLER AND CHIEF FINANCIAL OFFICER Russell Emery CHIEF COMPLIANCE OFFICER Timothy D. Barto VICE PRESIDENT, SECRETARY Sofia A. Rosala VICE PRESIDENT, ASSISTANT SECRETARY James Ndiaye VICE PRESIDENT, ASSISTANT SECRETARY Michael T. Pang VICE PRESIDENT, ASSISTANT SECRETARY Aaron Buser VICE PRESIDENT, ASSISTANT SECRETARY John J. McCue VICE PRESIDENT Andrew S. Decker ANTI-MONEY LAUNDERING COMPLIANCE OFFICER INVESTMENT ADVISER SEI Investments Management Corporation ADMINISTRATOR SEI Investments Global Funds Services DISTRIBUTOR SEI Investments Distribution Co. LEGAL COUNSEL Morgan, Lewis & Bockius LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG 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) SEI New ways. New answers.(R) SEI Investments Distribution Co. Oaks, PA 19456 1.800.DIAL.SEI (1.800.342.5734) SEI-F-103 (12/07) ITEM 2. CODE OF ETHICS. Not applicable for semi-annual report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semi-annual report. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semi-annual report. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to open-end management investment companies. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable for semi-annual report. ITEM 11. 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. Based on their evaluation, the certifying officers have concluded that 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 have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEMS 12. EXHIBITS. (a)(1) Not applicable for semi-annual report. (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 By (Signature and Title)* /s/ Robert A. Nesher -------------------- Robert A. Nesher President & CEO Date: March 10, 2008 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/ Robert A. Nesher -------------------- Robert A. Nesher President & CEO Date: March 10, 2008 By (Signature and Title)* /s/ Stephen F. Panner --------------------- Stephen F. Panner Controller & CFO Date: March 10, 2008 * Print the name and title of each signing officer under his or her signature.