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 811-03231 SEI LIQUID ASSET TRUST (Exact name of registrant as specified in charter) -------- SEI Investments One Freedom Valley Drive Oaks, PA 19456 (Address of principal executive offices) (Zip code) SEI Investments One Freedom Valley Drive Oaks, PA 19456 CT Corporation 101 Federal St. Boston, MA 02110 (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: JUNE 30, 2008 ITEM 1. REPORTS TO STOCKHOLDERS. (SEI LOGO) New Ways. New Answers.(R) SEI Liquid Asset Trust Annual Report as of June 30, 2008 Prime Obligation Fund TABLE OF CONTENTS Letter to Shareholders 1 Schedule of Investments 2 Statement of Assets and Liabilities 4 Statement of Operations 5 Statements of Changes in Net Assets 6 Financial Highlights 7 Notes to Financial Statements 8 Report of Independent Registered Public Accounting Firm 12 Trustees and Officers of the Trust 13 Disclosure of Fund Expenses 16 Board of Trustees Considerations in Approving the Advisory and Sub-Advisory Agreements 17 Notice to Shareholders 19 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. SEI LIQUID ASSET TRUST -- JUNE 30, 2008 To Our Shareholders: For the fiscal year ended on June 30, 2008, the fixed income markets experienced turbulent conditions as escalating delinquencies and defaults on sub-prime mortgages triggered a flight to safety into U.S. Treasury obligations. The macro economy was also under pressure as manufacturing activity, consumer spending, and employment all showed weakness. In response, the Federal Reserve (Fed) took aggressive measures to promote market liquidity and ensure financial stability. During the 12-month period, the Fed cut the Fed funds target rate from 5.25% to 2.00%. In addition, the Fed lowered the discount rate by 4.00% and created two new lending facilities (the Treasury Securities Lending Facility and the Primary Dealer Credit Facility), which for the first time provided direct financing to primary dealers. Globally, foreign central banks also joined the Fed in providing liquidity to the markets through emergency lending facilities. During the period, 3-month Treasury yields fell from 4.86% to 1.73%, while the 3-month Libor yield declined from 5.36% to 2.78%. Investor risk aversion pushed asset-backed commercial paper (ABCP) spreads significantly wider, while unsecured corporate CP widened in sympathy, but to a lesser degree. Yield spreads on certain bank and financial issuers rose to such a degree that the programs withdrew from the market. Several Structured Investment Vehicles (SIVs), a subset of ABCP, had difficulty in rolling their paper when market conditions caused the market value of the underlying collateral to decline. From an issuance perspective, Fed data shows that commercial paper outstanding declined sharply during the period. Total commercial paper outstanding dropped by about $400 billion, mainly due to the decline in ABCP outstandings. In spite of the negative headlines, money market funds continued to receive record cash inflows. By the end of the period, total assets of U.S. money market funds exceeded $3.4 trillion. The Prime Obligation Fund (the "Fund") has been impacted by the deterioration in the credit markets, in that the Fund has exposure to SIVs. SEI and the Fund's sub-advisor, Columbia Management Advisors, LLC, a Bank of America subsidiary, are actively monitoring market events, and are committed to delivering the core investment goals of the Fund, namely preservation of principal and liquidity. Sincerely, /s/ Robert A. Nesher Robert A. Nesher President SEI Liquid Asset Trust / Annual Report / June 30, 2008 1 SCHEDULE OF INVESTMENTS Prime Obligation Fund June 30, 2008 (BAR CHART OMITTED) SECTOR WEIGHTINGS (UNAUDITED)*: Commercial Paper 70.2% Repurchase Agreements 11.5% U.S. Government Agency Obligations 5.1% Certificates of Deposit 4.9% Corporate Obligations 4.7% Insurance Funding Agreement 2.6% Capital Suport Agreement 1.0% * Percentages based on total investments. Face Amount Value Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- COMMERCIAL PAPER (D) (F) -- 70.2% Amstel Funding Corporation 2.666%, 07/10/08 $ 30,000 $ 29,980 2.706%, 07/16/08 18,000 17,980 2.807%, 07/18/08 10,000 9,987 Archer-Daniels-Midland 2.107%, 07/08/08 29,367 29,355 AT&T, Inc. 2.110%, 07/30/08 13,100 13,078 Cancara Asset Securities LLC 2.872%, 07/07/08 35,000 34,983 2.820%, 07/10/08 25,000 24,982 Ciesco LLC 2.709%, 09/09/08 40,000 39,791 Clipper Receivables Corporation LLC 2.864%, 08/21/08 26,000 25,895 2.982%, 09/16/08 18,000 17,886 Edison Asset 2.623%, 08/08/08 25,000 24,931 Fairway Finance Corporation 2.783%, 08/22/08 15,000 14,940 FCAR Owner Trust I 3.023%, 07/15/08 48,000 47,944 FCAR Owner Trust II 3.038%, 07/28/08 10,000 9,977 GE Capital Corporation 2.854%, 09/22/08 15,000 14,902 2.854%, 09/23/08 14,000 13,908 Gemini Securitization Corporation 2.688%, 09/02/08 40,000 39,813 Goldman Sachs Corporation 2.658%, 08/28/08 42,719 42,537 Govco LLC 2.616%, 08/11/08 15,000 14,956 Grampian Funding LLC 2.785%, 07/11/08 35,000 34,973 2.720%, 09/08/08 20,000 19,897 Issuer Entity LLC (A) (B) (G) (H) (I) (M) 2.627%, 10/30/08 13,843 8,238 JPMorgan Chase & Company 2.658%, 07/16/08 2,000 1,998 2.516%, 08/11/08 36,000 35,898 Face Amount Value Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- Jupiter Securitization Corporation LLC 2.720%, 07/07/08 $ 25,000 $ 24,989 Old Line Funding LLC 2.782%, 08/15/08 25,000 24,913 Scaldis Capital LLC 2.896%, 07/02/08 35,000 34,997 2.783%, 08/18/08 15,000 14,945 Solitaire Funding LLC 2.850%, 07/11/08 25,000 24,980 2.800%, 09/04/08 30,000 29,849 Surrey Funding Corporation 2.865%, 08/20/08 18,000 17,929 Tulip Funding Corporation 2.655%, 07/15/08 18,000 17,981 Variable Funding Capital Corporation 2.719%, 07/02/08 30,000 29,998 2.587%, 08/18/08 22,000 21,925 Wickersham Issuer Entity (A) (B) (G) (H) (I) (N) 2.963%, 05/13/09 18,968 16,349 ---------- Total Commercial Paper (Cost $832,179) ($ Thousands) 827,684 ---------- CORPORATE OBLIGATIONS (A) -- 4.7% Asscher Finance MTN 5.550%, 07/16/08 (C) (G) (H) 6,590 6,589 Axon Financial Fund LLC MTN (B) (C) (G) (H) (I) (L) 2.718%, 05/06/09 15,000 12,150 Cheyne Finance MTN (B) (C) (G) (H) (I) (J) 2.063%, 11/17/08 8,168 5,718 JPMorgan Chase MTN 2.448%, 09/11/08 15,000 15,000 Stanfield Victoria Funding MTN (B) (C) (G) (H) (I) (K) 2.070%, 04/21/09 20,000 16,400 ---------- Total Corporate Obligations (Cost $64,756) ($ Thousands) 55,857 ---------- U.S. GOVERNMENT AGENCY OBLIGATION -- 5.1% FNMA DN 2.460%, 09/24/08 60,000 59,652 ---------- Total U.S. Government Agency Obligation (Cost $59,652) ($ Thousands) 59,652 ---------- 2 SEI Liquid Asset Trust / Annual Report / June 30, 2008 Face Amount Value Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- CERTIFICATE OF DEPOSIT (D) -- 4.9% Wells Fargo 2.360%, 08/22/08 $ 58,000 $ 58,000 ---------- Total Certificate of Deposit (Cost $58,000) ($ Thousands) 58,000 ---------- INSURANCE FUNDING AGREEMENT -- 2.5% MetLife Funding Agreement 2.783%, 07/11/08 (A) (B) (I) 30,000 30,000 ---------- Total Insurance Funding Agreement (Cost $30,000) ($ Thousands) 30,000 ---------- REPURCHASE AGREEMENT (E) -- 11.5% Deutche Bank Securities 2.500%, dated 06/30/08, to be repurchased on 07/01/08, repurchase price $135,751,427 (collateralized by various FHLB/FHLMC/FNMA obligations, ranging in par value $38,020,000- $50,000,000, 4.200%-4.600%, 06/04/12-06/24/13, with a total market value $138,460,235) 135,742 135,742 ---------- Total Repurchase Agreement (Cost $135,742) ($ Thousands) 135,742 ---------- CAPITAL SUPPORT AGREEMENT (G) -- 1.0% SEI Capital Support Agreement 11,476 11,476 ---------- Total Capital Support Agreement (Cost $0) 11,476 ---------- Total Investments -- 99.9% (Cost $1,180,329) ($ Thousands) $1,178,411 ========== Percentages are based on Net Assets of $1,179,542 ($ Thousands). (A) Floating Rate Security. The rate reflected on the Schedule of Investments is the rate in effect on June 30, 2008. The demand and interest rate reset features give this security a shorter effective maturity date. (B) Securities considered illiquid. The total value of such securities as of June 30, 2008 was $88,855 ($ Thousands) and represented 7.53% of Net Assets. (C) 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." (D) Securities are held in connection with a letter of credit issued by a major bank. (E) Tri-Party Repurchase Agreement. (F) The rate reported is the effective yield at time of purchase. (G) The fund has entered into a Capital Support Agreement ("Agreement") with 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 fair value to drop below $0.995. As of June 30, 2008, the fair value of the Agreement was $11,476 ($ Thousands). (H) The value shown is the market value as of June 30, 2008. Please refer to Note 8 for the amortized cost value as of June 30, 2008. (I) These securities are considered restricted. The total value of such securities as of June 30, 2008 was $88,855 ($ Thousands) and represented 7.53% of Net Assets. (J) On October 17, 2008, 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. (K) 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 are in default. (L) 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. (M) 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 defaulted prior to the restructuring. (N) Notes issued by Wickersham Issuer Entity LLC were received by the Fund in connection with a restructuring of Thornburg Mortgage Capital, Inc. (Thornburg) on May 16, 2008. The Fund previously held notes issued by Thornburg, which defaulted prior to restructuring. DN -- Discount Note FHLB -- Federal Home Loan Bank FHLMC -- Federal Home Loan Mortgage Corporation FNMA -- Federal National Mortgage Association LLC -- Limited Liability Company MTN -- Medium Term Note The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Annual Report / June 30, 2008 3 Statement of Assets and Liabilities ($ Thousands) as of June 30, 2008 PRIME OBLIGATION FUND ---------------- ASSETS: Investments at Market Value (Cost $1,044,587) $1,031,193 Affiliated Investment at Value 11,476 Repurchase Agreement (Cost $135,742) 135,742 Cash 994 Accrued Income 864 Prepaid expenses 15 ---------- Total Assets 1,180,284 ---------- LIABILITIES: Payable for Income Distribution 247 Payable due to Administrator 338 Payable due to Investment Adviser 42 Chief Compliance Officer Fees Payable 2 Trustees Fees Payable 1 Accrued expenses 112 ---------- Total Liabilities 742 ---------- Net Assets $1,179,542 ---------- NET ASSETS CONSIST OF: Paid-in Capital $1,185,227 Distributions in excess of Net Investment Income 44 Accumulated net realized loss on Investments (3,810) Net Unrealized Depreciation on Investments (1,919) ---------- Net Assets $1,179,542 ---------- Net Asset Value, Offering and Redemption Price Per Share -- Class A Shares ($1,179,542 / 1,185,228) $ 1.00 ---------- The accompanying notes are an integral part of the financial statements. 4 SEI Liquid Asset Trust / Annual Report / June 30, 2008 Statement of Operations ($ Thousands) For the year ended June 30, 2008 PRIME OBLIGATION FUND ---------------- INVESTMENT INCOME: Interest Income $ 45,395 -------- EXPENSES: Administration Fees 4,542 Shareholder Servicing Fees -- Class A 2,700 Investment Advisory Fees 492 Trustees' Fees 16 Chief Compliance Officer Fees 4 Printing Fees 188 Professional Fees 52 Registration Fees 27 Custodian/Wire Agent Fees 20 Insurance Expense 8 Other Expenses 16 -------- Total Expenses 8,065 -------- Less, Waiver of: Administration Fees (607) Shareholder Servicing Fees -- Class A (2,700) -------- Net Expenses 4,758 -------- NET INVESTMENT INCOME 40,637 ======== Net Realized Loss on Investments (3,930) Net Change in Unrealized Appreciation (Depreciation) on/from: Investments (13,395) Affiliated Investment 11,476 -------- Net Realized and Unrealized Loss on Investments (5,849) -------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 34,788 ======== The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Annual Report / June 30, 2008 5 Statements of Changes in Net Assets ($ Thousands) For the years ended June 30, PRIME OBLIGATION FUND ------------------------ 2008 2007 ----------- ----------- OPERATIONS: Net Investment Income $ 40,637 $ 41,318 Net Realized Loss on Investments (3,930) (8) Net Change in Unrealized Depreciation on Investments and Affiliated Investment (1,919) -- ----------- ----------- Net Increase in Net Assets Resulting from Operations 34,788 41,310 ----------- ----------- DIVIDENDS FROM: Net Investment Income: Class A (40,418) (41,318) ----------- ----------- Total Dividends (40,418) (41,318) ----------- ----------- CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE): Class A: Proceeds from Shares Issued 6,435,951 5,702,025 Reinvestment of Dividends 35,770 39,448 Cost of Shares Redeemed (6,092,079) (5,791,532) ----------- ----------- Increase (Decrease) in Net Assets Derived from Capital Share Transactions 379,642 (50,059) ----------- ----------- Net Increase (Decrease) in Net Assets 374,012 (50,067) ----------- ----------- NET ASSETS: BEGINNING OF YEAR $ 805,530 $ 855,597 ----------- ----------- END OF YEAR $ 1,179,542 $ 805,530 =========== =========== Distributions in excess of Net Investment Income $ 44 $ -- =========== =========== 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 / Annual Report / June 30, 2008 Financial Highlights For 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: 2008 $1.00 $0.04 $-- $0.04 $(0.04) $(0.04) 2007 1.00 0.05 -- 0.05 (0.05) (0.05) 2006 1.00 0.04 -- 0.04 (0.04) (0.04) 2005 1.00 0.02 -- 0.02 (0.02) (0.02) 2004 1.00 0.01 -- 0.01 (0.01) (0.01) Ratio of Expenses Ratio of Ratio of to Average Investment Net Assets Net Assets Expenses Net Assets Income Value, End Total End of Period to Average (Excluding to Average of Period Return+ ($ Thousands) Net Assets Waivers) Net Assets ---------- ------- ------------- ---------- ---------- ---------- PRIME OBLIGATION FUND CLASS A: 2008 $1.00 3.96% $1,179,542 0.44% 0.75% 3.76% 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 + 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. SEI Liquid Asset Trust / Annual Report / June 30, 2008 7 Notes to Financial Statements June 30, 2008 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 U.S. generally accepted accounting principles 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, sub-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 Investments Company. Please see Note 8 for more information. 8 SEI Liquid Asset Trust / Annual Report / June 30, 2008 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 U.S. generally accepted accounting principles. 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. These reclassifications, which have no impact on net asset value of the Fund, are primarily attributable to reclass of distributions and tax treatment of paydown gain (loss) on mortgage and asset-backed securities. Accordingly, the following permanent differences have been reclassified to/from the following accounts during the year ended June 30, 2008: Undistributed Net Accumulated Net Investment Income Realized Gain (Loss) - ----------------- -------------------- $(174,508) $174,508 The tax character of dividends paid to Class A shareholders during the years ended June 30, 2008 and June 30, 2007 were as follows ($ Thousands): Ordinary Income ---------- 2008 $40,418 2007 $41,318 As of June 30, 2008, the components of accumulated losses on a tax basis were as follows ($ Thousands): Undistributed Ordinary Income $ 1,861 Capital Loss Carryforwards (48) Partnership Adjustment (3,205) Post-October Losses (558) Unrealized Depreciation (1,600) Other Temporary Differences (2,135) ------- Total Accumulated Losses $(5,685) ======= Post-October losses represent losses realized on investment transactions from November 1, 2007 through June 30, 2008, 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 were as follows: Expiring in 2011 $(39) Expiring in 2013 (3) Expiring in 2014 (1) Expiring in 2015 (4) Expiring in 2016 (1) ---- Total Capital Loss Carryforwards $(48) ==== The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at June 30, 2008 were as follows: Net Federal Appreciated Depreciated Unrealized Tax Cost Securities Securities Depreciation ($ Thousands) ($ Thousands) ($ Thousands) ($ Thousands) ------------- ------------- ------------- ------------- Prime Obligation Fund $1,180,011 $12,025 $13,625 $ (1,600) 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 had to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. FIN 48 is applied to all open tax years as of the effective 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. SEI Liquid Asset Trust / Annual Report / June 30, 2008 9 Notes to Financial Statements (Concluded) June 30, 2008 6. NEW ACCOUNTING PRONOUNCEMENTS 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 the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of June 30, 2008, 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. Liquidation basis of accounting requires the Fund to record assets and liabilities at values expected to be achieved in liquidation. A change to the liquidation basis of accounting would not have a material effect on the Fund's carrying value of assets and liabilities nor its operations. 8. CAPITAL SUPPORT AGREEMENT On December 3, 2007, the Fund entered into a Capital Support Agreement, as amended 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 as of June 30, 2008 are presented in the footnotes on the Schedule of Investments. On June 18, 2008, the Agreement was amended to increase the maximum contribution amount to $12.5 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. 10 SEI Liquid Asset Trust / Annual Report / June 30, 2008 The following table shows the Eligible Notes and their amortized cost and fair market value as of June 30, 2008. Unrealized Face Amortized Market (Depreciation)/ Amount Cost Value Appreciation Description (000) (000) (000) (000) - ----------- ------ --------- ------- --------------- Asscher Finance MTN 5.550%, 07/16/08 6,590 $ 6,590 $ 6,589 $ (1) Axon Financial Funding LLC MTN 2.718%, 05/06/09 15,000 15,000 12,150 (2,850) Cheyne Finance MTN 2.063%, 11/17/08 8,168 8,168 5,718 (2,450) Issuer Entity LLC 2.627%, 10/30/08 13,843 13,283 8,238 (5,045) Stanfield Victoria Funding MTN 2.070%, 04/21/09 20,000 19,999 16,400 (3,599) Wickersham Issuer Entity 2.963%, 05/13/09 18,968 15,799 16,349 550 ------ ------- ------- -------- Totals 82,569 $78,839 $65,444 $(13,395) ====== ======= ======= ======== 9. SUBSEQUENT EVENTS SIV Portfolio PLC (formerly Cheyne Finance PLC) (the "Cheyne SIV") is a structured investment vehicle that defaulted on its notes in October, 2007. Receivers were appointed with the responsibility to liquidate the assets of the structure and deliver the proceeds to the noteholders. As an alternative to accepting the proceeds from the auction of the underlying collateral in the current market environment, the receivers retained an investment banking firm to create a structure that would enable electing noteholders to exchange their notes in the Cheyne SIV for pass-through notes in a new vehicle (Gryphon Funding Limited) that would acquire and hold a pro rata portion of the underlying collateral of the Cheyne SIV. The liquidation/restructuring of the Cheyne SIV took place in July 2008. In connection with that process, the Fund elected to exchange its Cheyne SIV notes for notes issued by Gryphon Funding Limited. This exchange settled in the Fund's account on July 23, 2008. On July 30, 2008, the Capital Support Agreement was amended to increase the maximum contribution amount to $20 million. As of August 26, 2008, the Capital Support Agreement is valued at $17,912,100 for the Fund. SEI Liquid Asset Trust / Annual Report / June 30, 2008 11 SEI LIQUID ASSET TRUST -- JUNE 30, 2008 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of SEI Liquid Asset Trust: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of SEI Liquid Asset Trust, comprising the Prime Obligation Fund (the "Fund"), as of June 30, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the years in the two-year period ended June 30, 2005, were audited by other auditors, whose report dated August 19, 2005 expressed an unqualified opinion thereon. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2008, by correspondence with the custodians and brokers or other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the fund comprising SEI Liquid Asset Trust as of June 30, 2008, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Philadelphia, Pennsylvania August 26, 2008 12 SEI Liquid Asset Trust / Annual Report / June 30, 2008 TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) The following information is current as of June 27, 2008. Set forth below are the names, addresses, ages, position with the Trust, Term of Office and Length of Time Served, the principal occupations for the last five years, number of portfolios in fund complex overseen by trustee, and other directorships outside the 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 IN FUND POSITION(S) LENGTH OF COMPLEX HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS NAME ADDRESS, AND AGE TRUSTS SERVED(1) DURING PAST FIVE YEARS TRUSTEE(2) HELD BY TRUSTEE - --------------------- ------------- ---------- ----------------------------- ----------- --------------------------------- INTERESTED TRUSTEES Robert A. Nesher Chairman of since 1982 Currently performs various 80 Trustee of The Advisors' Inner One Freedom the Board of services on behalf of SEI Circle Fund, The Advisors' Inner Valley Drive, Trustees* Investments for which Mr. Circle Fund II, Bishop Street Oaks, PA 19456 Nesher is compensated. Funds, Director of SEI Global 61 yrs. old Master Fund, plc, SEI Global Assets Fund, plc, SEI Global Investments Fund, plc, SEI Investments Global, Limited, SEI Investments -- Global Fund Services, Limited, SEI Investments (Europe), Limited, SEI Investments -- Unit Trust Management (UK), Limited, SEI Global Nominee Ltd., SEI Opportunity Fund, L.P., SEI Multi-Strategy Funds plc and SEI Structured Credit Fund, L.P. William M. Doran Trustee* since 1982 Self-employed consultant 80 Trustee of The Advisors' Inner 1701 Market Street since 2003. Partner, Morgan, Circle Fund, The Advisors' Inner Philadelphia, PA Lewis & Bockius LLP (law Circle Fund II, Bishop Street 19103 firm) from 1976 to 2003, Funds, Director of SEI since 68 yrs. old counsel to the Trust, SEI, 1974. Director of the Distributor SIMC, the Administrator and since 2003. Director of SEI the Distributor. Secretary Investments -- Global Fund of SEI since 1978. Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe), Limited, SEI Investments (Asia), Limited and SEI Asset Korea Co., Ltd. TRUSTEES James M. Storey Trustee since 1995 Attorney, sole practitioner 80 Trustee of The Advisors' Inner One Freedom since 1994. Partner, Dechert Circle Fund, The Advisors' Inner Valley Drive, Price & Rhoads, September Circle Fund II, Bishop Street Oaks, PA 19456 1987- December 1993. Funds, Massachusetts Health and 77 yrs. old Education Tax- Exempt Trust, and U.S. Charitable Gift Trust. * MESSRS. NESHER AND DORAN ARE TRUSTEES WHO MAY BE DEEMED AS "INTERESTED" PERSONS OF THE TRUST AS THAT TERM IS DEFINED IN THE 1940 ACT BY VIRTUE OF THEIR AFFILIATION WITH SIMC AND THE TRUST'S DISTRIBUTOR. (1) EACH 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. (2) THE FUND COMPLEX INCLUDES THE FOLLOWING TRUSTS: SEI ASSET ALLOCATION TRUST, SEI DAILY INCOME TRUST, SEI INSTITUTIONAL INVESTMENTS TRUST, SEI INSTITUTIONAL INTERNATIONAL TRUST, SEI INSTITUTIONAL MANAGED TRUST, SEI LIQUID ASSET TRUST, SEI TAX EXEMPT TRUST, AND SEI ALPHA STRATEGY PORTFOLIOS, L.P. SEI Liquid Asset Trust / Annual Report / June 30, 2008 13 TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) (Concluded) TERM OF NUMBER OF OFFICE PORTFOLIOS AND IN FUND POSITION(S) LENGTH OF COMPLEX HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS NAME ADDRESS, AND AGE TRUSTS SERVED(1) DURING PAST FIVE YEARS TRUSTEE(2) HELD BY TRUSTEE - --------------------- ------------- ---------- ----------------------------- ----------- --------------------------------- TRUSTEES (CONTINUED) George J. Sullivan, Jr. Trustee since 1996 Self-Employed Consultant, 80 Trustee of The Advisors' Inner One Freedom Newfound Consultants Inc. Circle Fund, The Advisors' Inner Valley Drive since April 1997. Circle Fund II, Bishop Street Oaks, PA 19456 Funds, State Street Navigator 65 yrs. old Securities Lending Trust, SEI Opportunity Fund, L.P. and SEI Structured Credit Fund L.P. Rosemarie B. Greco Trustee since 1999 Director, Governor's Office 80 Director, Sonoco, Inc.; Director, One Freedom of Health Care Reform, Exelon Corporation; Trustee, Valley Drive Commonwealth of Pennsylvania Pennsylvania Real Estate Oaks, PA 19456 since 2003. Founder and Investment Trust. 62 yrs. old Principal, Grecoventures Ltd. from 1999 to 2002. Nina Lesavoy Trustee since 2003 Founder and Managing 80 Director of SEI Opportunity Fund, One Freedom Director, Avec Capital since L.P. and SEI Structured Credit Valley Drive, 2008. Managing Director, Cue Fund L.P. Oaks, PA 19456 Capital from 2002- March 51 yrs. old 2008. James M. Williams Trustee since 2004 Vice President and Chief 80 Trustee/Director of Ariel Mutual One Freedom Investment Officer, J. Paul Funds, SEI Opportunity Fund, L.P. Valley Drive, Getty Trust, Non-Profit and SEI Structured Credit Fund Oaks, PA 19456 Foundation for Visual Arts, L.P. 60 yrs. old since December 2002. President, Harbor Capital Advisors and Harbor Mutual Funds, 2000-2002. Mitchell A. Johnson Trustee since 2007 Private Investor since 1994. Trustee of The Advisors' Inner One Freedom Circle Fund, The Advisors' Inner Valley Drive, Circle Fund II and Bishop Street Oaks, PA 19456 Funds. 66 yrs. old Hubert L. Harris, Jr. Trustee since 2008 Retired since December 2005. 80 Director of Colonial BancGroup, One Freedom Chief Executive Officer and Inc. and Chair of the Board of Valley Drive, Chair of the Board of Trustees, Georgia Tech Oaks, PA 19456 Directors, AMVESCAP Foundation, Inc. (nonprofit 65 yrs. old Retirement, Inc., corporation). 1997-December 2005. Chief Executive Officer, INVESCO North America, September 2003-December 2005. OFFICERS Robert A. Nesher President & since 2005 Currently performs various N/A N/A One Freedom CEO services on behalf of SEI Valley Drive, for which Mr. Nesher is Oaks, PA 19456 compensated. 61 yrs. old Stephen F. Panner Controller since 2005 Fund Accounting Director of N/A N/A One Freedom and Chief the Administrator since Valley Drive, Financial 2005. Fund Administration Oaks, PA 19456 Officer Manager, Old Mutual Fund 38 yrs. old Services, 2000-2005. Chief Financial Officer, Controller and Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2004-2005. Assistant Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2000-2004. Assistant Treasurer, Old Mutual Advisors Fund, 2004-2005. 14 SEI Liquid Asset Trust / Annual Report / June 30, 2008 TERM OF NUMBER OF OFFICE PORTFOLIOS AND IN FUND POSITION(S) LENGTH OF COMPLEX HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS NAME ADDRESS, AND AGE TRUSTS SERVED(1) DURING PAST FIVE YEARS TRUSTEE(2) HELD BY TRUSTEE - --------------------- ------------- ---------- ----------------------------- ----------- --------------------------------- OFFICERS (CONTINUED) Russell Emery Chief since 2006 Chief Compliance Officer of N/A N/A One Freedom Compliance SEI Opportunity Fund, L.P., Valley Drive Officer SEI Structured Credit Fund, Oaks, PA 19456 L.P., SEI Institutional 45 yrs. old Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Investments Trust, SEI Alpha Strategy Portfolios, L.P., The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II and Bishop Street Funds since March 2006. Director of Investment Product Management and Development of SIMC, February 2003-March 2006. Senior Investment Analyst--Equity Team of SEI, March 2000-February 2003. Timothy D. Barto Vice since 2002 General Counsel, Vice N/A N/A One Freedom President President and Secretary of Valley Drive and Secretary SIMC and the Administrator Oaks, PA 19456 since 2004. Vice President 40 yrs. old and Assistant Secretary of SEI since 2001. 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. James Ndiaye Vice since 2005 Vice President and Assistant N/A N/A One Freedom President Secretary of SIMC since Valley Drive and 2005. Vice President, Oaks, PA 19456 Assistant Deutsche Asset Management 39 yrs. old Secretary (2003-2004). Associate, Morgan, Lewis & Bockius LLP (2000-2003). Michael T. Pang Vice since 2005 Vice President and Assistant N/A N/A One Freedom President Secretary of SIMC since Valley Drive and 2005. Counsel, Caledonian Oaks, PA 19456 Assistant Bank & Trust's Mutual Funds 36 yrs. old Secretary Group (2004). Counsel, Permal Asset Management (2001-2004). Aaron Buser Vice since 2008 Vice President and Assistant N/A N/A One Freedom President Secretary of SIMC since Valley Drive and 2007. Associate at Stark & Oaks, PA 19456 Assistant Stark (2004-2007). Associate 37 yrs. old Secretary at Flaster/Greenberg, P.C. (2000-2004). John J. McCue Vice since 2004 Director of Portfolio N/A N/A One Freedom President Implementations for SIMC Valley Drive since 1995. Managing Oaks, PA 19456 Director of Money Market 45 yrs. old Investments for SIMC since 2003. Andrew S. Decker Anti-Money since 2008 Compliance Officer and N/A N/A One Freedom Laundering Product Manager, SEI Valley Drive Compliance 2005-2008. Vice President, Oaks, PA 19456 Officer Old Mutual Capital, 44 yrs. old 2000-2005. (1) EACH 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. (2) THE FUND COMPLEX INCLUDES THE FOLLOWING TRUSTS: SEI ASSET ALLOCATION TRUST, SEI DAILY INCOME TRUST, SEI INSTITUTIONAL INVESTMENTS TRUST, SEI INSTITUTIONAL INTERNATIONAL TRUST, SEI INSTITUTIONAL MANAGED TRUST, SEI LIQUID ASSET TRUST, SEI TAX EXEMPT TRUST, AND SEI ALPHA STRATEGY PORTFOLIOS, L.P. SEI Liquid Asset Trust / Annual Report / June 30, 2008 15 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: - - 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." - - 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 1/1/08 6/30/08 RATIOS PERIOD* --------- --------- ---------- -------- PRIME OBLIGATION FUND -- CLASS A ACTUAL FUND RETURN $1,000.00 $1,019.89 0.44% $2.20 HYPOTHETICAL 5% RETURN 1,000.00 1,022.68 0.44 2.21 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period shown). 16 SEI Liquid Asset Trust / Annual Report / June 30, 2008 NOTES TO FINANCIAL STATEMENTS Board of Trustees Considerations in Approving the Advisory and Sub-Advisory Agreements (Unaudited) SEI Liquid Asset Trust (the "Trust") and SEI Investments Management Corporation ("SIMC") have entered into an investment advisory agreement (the "Advisory Agreement"). Pursuant to the Advisory Agreement, SIMC oversees the investment advisory services provided to the series of the Trust (the "Funds") and may manage the cash portion of the Funds' assets. Pursuant to separate sub-advisory agreements (the "Sub-Advisory Agreements" and, together with the Advisory Agreement, the "Investment Advisory Agreements") with SIMC, and under the supervision of SIMC and the Trust's Board of Trustees (the "Board"), the Sub-Advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the Funds. The Sub-Advisers also are responsible for managing their employees who provide services to these Funds. The Sub-Advisers are selected based primarily upon the research and recommendations of SIMC, which evaluates quantitatively and qualitatively the Sub-Advisers' skills and investment results in managing assets for specific asset classes, investment styles and strategies. The Investment Company Act of 1940, as amended (the "1940 Act") requires that the initial approval of, as well as the continuation of, the Funds' Investment Advisory Agreements must be specifically approved: (i) by the vote of the Board of Trustees or by a vote of the shareholders of the Funds; and (ii) by the vote of a majority of the Trustees who are not parties to the Investment Advisory Agreements or "interested persons" of any party (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval. In connection with their consideration of such approvals, the Funds' Trustees must request and evaluate, and SIMC and the Sub-Advisers are required to furnish, such information as may be reasonably necessary to evaluate the terms of the Investment Advisory Agreements. In addition, the Securities and Exchange Commission ("SEC") takes the position that, as part of their fiduciary duties with respect to a mutual fund's fees, mutual fund boards are required to evaluate the material factors applicable to a decision to approve an Investment Advisory Agreement. Consistent with these responsibilities, the Trust's Board of Trustees calls and holds meetings each year that are dedicated to considering whether to renew the Investment Advisory Agreements between the Trust and SIMC and SIMC and the Sub-Advisers with respect to the Funds of the Trust. In preparation for these meetings, the Board requests and reviews a wide variety of materials provided by SIMC and the Sub-Advisers, including information about SIMC's and the Sub-Advisers' affiliates, personnel and operations. The Board also receives extensive data provided by third parties. This information is in addition to the detailed information about the Funds that the Board reviews during the course of each year, including information that relates to Fund operations and Fund performance. The Trustees also receive a memorandum from Fund counsel and independent counsel to the Independent Trustees regarding the responsibilities of Trustees in connection with their consideration of whether to approve the Trust's Investment Advisory Agreements. Finally, the Independent Trustees receive advice from independent counsel to the Independent Trustees, meet in executive session outside the presence of Fund management and participate in question and answer sessions with representatives of SIMC and the Sub-Advisers. Specifically, the Board requested and received written materials from SIMC and the Sub-Advisers regarding: (a) the quality of SIMC's and the Sub-Advisers' investment management and other services; (b) SIMC's and the Sub-Advisers' investment management personnel; (c) SIMC's and the Sub-Advisers' operations and financial condition; (d) SIMC's and the Sub-Advisers' brokerage practices (including any soft dollar arrangements) and investment strategies; (e) the level of the advisory fees that SIMC and the Sub-Advisers charge the Funds compared with the fees each charge to comparable mutual funds; (f) the Funds' overall fees and operating expenses compared with similar mutual funds; (g) the level of SIMC's and the Sub-Advisers' profitability from their Fund-related operations; (h) SIMC's and the Sub-Advisers' compliance systems; (i) SIMC's and the Sub-Advisers' policies on and compliance procedures for personal securities transactions; (j) SIMC's and the Sub-Advisers' reputation, expertise and resources in domestic and/or international financial markets; and (k) the Funds' performance compared with similar mutual funds. At the March 12-13, 2008 meetings of the Board of Trustees, the Trustees, including a majority of the Independent Trustees, approved the Investment Advisory Agreements and approved the selection of SIMC and the Sub-Advisers to act in their respective capacities for the Funds. The Board's approval was based on its consideration and evaluation of a variety of specific factors discussed at the meetings and at prior meetings, including: - - the nature, extent and quality of the services provided to the Funds under the Investment Advisory Agreements, including the resources of SIMC and the Sub-Advisers and their affiliates dedicated to the Funds; - - the Funds' investment performance and how it compared to that of other comparable mutual funds; - - the Funds' expenses under each Investment Advisory Agreement and how those expenses compared to those of other comparable mutual funds; SEI Liquid Asset Trust / Annual Report / June 30, 2008 17 Board of Trustees Considerations in Approving the Advisory and Sub-Advisory Agreements (Unaudited) (Concluded) - - the profitability of SIMC and the Sub-Advisers and their affiliates with respect to the Funds, including both direct and indirect benefits accruing to SIMC and the Sub-Advisers and their affiliates; and - - the extent to which economies of scale would be realized as the Funds grow and whether fee levels in the Investment Advisory Agreements reflect those economies of scale for the benefit of Fund investors. NATURE, EXTENT AND QUALITY OF SERVICES. The Board of Trustees considered the nature, extent and quality of the services provided by SIMC and the Sub-Advisers to the Funds and the resources of SIMC and the Sub-Advisers and their affiliates dedicated to the Funds. In this regard, the Trustees evaluated, among other things, SIMC's and the Sub-Advisers' personnel, experience, track record and compliance program. The Trustees found the level of SIMC's professional staff and culture of compliance satisfactory. Following evaluation, the Board concluded that, within the context of its full deliberations, the nature, extent and quality of services provided by SIMC and the Sub-Advisers to the Funds and the resources of SIMC and the Sub-Advisers and their affiliates dedicated to the Funds supported renewal of the Investment Advisory Agreements. FUND PERFORMANCE. The Board of Trustees considered Fund performance in determining whether to renew the Investment Advisory Agreements. Specifically, the Trustees considered the Funds' performance relative to their peer groups and appropriate indices/benchmarks, in light of total return, yield and market trends. As part of this review, the Trustees considered the composition of each peer group and selection criteria. In evaluating performance, the Trustees considered both market risk and shareholder risk expectations for the Funds. The Trustees found Fund performance satisfactory, and where performance was below the benchmark, the Trustees were satisfied that appropriate steps were being taken. Following evaluation, the Board concluded that, within the context of its full deliberations, the performance of the Funds supported renewal of the Investment Advisory Agreements. FUND EXPENSES. With respect to the Funds' expenses under the Investment Advisory Agreements, the Trustees considered the rate of compensation called for by the Investment Advisory Agreements and the Funds' net operating expense ratio in comparison to those of other comparable mutual funds. The Trustees also considered information about average expense ratios of comparable mutual funds in the Funds' respective peer groups. The Trustees further considered the fact that the comparative fee analysis either showed that the various fees were below average or that there was a reasonable basis for the fee level. Finally, the Trustees considered the effects of SIMC's voluntary waiver of management and other fees and the Sub-Advisers' fees to prevent total Fund expenses from exceeding a specified cap and that SIMC and the Sub-Advisers, through waivers, have maintained the Funds' net operating expenses at competitive levels for their respective distribution channels. Following evaluation, the Board concluded that, within the context of its full deliberations, the expenses of the Funds are reasonable and supported renewal of the Investment Advisory Agreements. PROFITABILITY. With regard to profitability, the Trustees considered all compensation flowing to SIMC and the Sub-Adviser and their affiliates, directly or indirectly. The Trustees considered whether the varied levels of compensation and profitability under the Investment Advisory Agreements and other service agreements were reasonable and justified in light of the quality of all services rendered to the Funds by SIMC and the Sub-Advisers and their affiliates. The Trustees found that profitability was reasonable and that the margin was not increasing despite growth in assets. When considering the profitability of the Sub-Advisers, the Board took into account the fact that the Sub-Advisers are compensated by SIMC, and not by the Funds directly, and such compensation with respect to any Sub-Adviser reflects an arms-length negotiation between the Sub-Adviser and SIMC. Based on this evaluation, the Board concluded that, within the context of its full deliberations, the profitability of SIMC and the Sub-Advisers are reasonable and supported renewal of the Investment Advisory Agreements. ECONOMIES OF SCALE. The Trustees considered the existence of any economies of scale and whether those were passed along to the Funds' shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by SIMC and its affiliates. Based on this evaluation, the Board concluded that, within the context of its full deliberations, the Funds obtain reasonable benefit from economies of scale. Based on the Trustees' deliberation and their evaluation of the information described above, the Board, including all of the Independent Trustees, unanimously approved the continuation of the Investment Advisory Agreements and concluded that the compensation under the Investment Advisory Agreements is fair and reasonable in light of such services and expenses and such other matters as the Trustees considered to be relevant in the exercise of their reasonable judgment. In the course of their deliberations, the Trustees did not identify any particular information that was all-important or controlling. 18 SEI Liquid Asset Trust / Annual Report / June 30, 2008 Notice to Shareholders (Unaudited) For shareholders that do not have a June 30, 2008 taxable year end, this notice is for informational purposes only. For shareholders with a June 30, 2008 taxable year end, please consult your tax adviser as to the pertinence of this notice. For the fiscal year ended June 30, 2008, the Fund is designating long term and qualifying dividend income with regard to distributions paid during the year as follows: (C) (A) (B) DIVIDENDS LONG TERM ORDINARY QUALIFYING CAPITAL GAINS INCOME TOTAL FOR CORPORATE DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS DIVIDENDS REC. (TAX BASIS) (TAX BASIS) (TAX BASIS) DEDUCTION (1) - ------------- ------------- ------------- -------------- 0% 100% 100% 0% (D) QUALIFYING (E) INTEREST SHORT-TERM DIVIDEND U.S. GOVERNMENT RELATED CAPITAL GAIN INCOME (2) INTEREST (3) DIVIDEND (4) DIVIDENDS (5) - ---------- --------------- ------------ ------------- 0% 0.53% 100% 0% (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. (2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of "Ordinary Income Distributions." It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law. (3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of "Total Ordinary Income Distributions." Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the SEI Liquid Asset Trust - Prime Obligation Fund who are residents of California, Connecticut or New York, the statutory threshold requirements were or were not satisfied to permit exemption of these amounts from state income. (4) The percentage in this column represents the amount of "Qualifying Interest Income" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors. This law is currently expected to expire for taxable years beginning after January 1, 2008. (5) The percentage in this column represents the amount of "Qualifying Short-Term Capital Gain" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors. This law is currently expected to expire for taxable years beginning after January 1, 2008. Items (A) and (B) are based on the percentage of the Fund's total distribution. Items (C) and (D) are based on the percentage of ordinary income distributions of the Fund. Item (E) is based on the percentage of gross income of the Fund. Please consult your tax adviser for proper treatment of this information. This notification should be kept with your permanent tax records. SEI Liquid Asset Trust / Annual Report / June 30, 2008 19 Notes SEI LIQUID ASSET TRUST ANNUAL REPORT JUNE 30, 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 Hubert L. Harris, Jr. 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 LOGO) New Ways. New Answers.(R) SEI Investments Distribution Co. Oaks, PA 19456 1.800.DIAL.SEI (1.800.342.5734) SEI-F-097 (6/08) ITEM 2. CODE OF ETHICS. The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, comptroller or principal accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant's Board of Trustees (the "Board") 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 trustee as defined in Form N-CSR Item 3(a)(2). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Fees billed by KPMG LLP (KPMG) related to the Registrant KPMG billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows: - --------------------- ----------------------------------------------------- ----------------------------------------------------- FISCAL YEAR 2008 FISCAL YEAR 2007 - ------- ------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 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 services to the services to and services Trust that were service to service Trust that were service to service pre-approved affiliates affiliates that pre-approved affiliates affiliates that that were did not require that were did not require pre-approved pre-approval pre-approved pre-approval - ------- ------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (a) Audit $22,000 N/A N/A $21,500 N/A N/A Fees(1) - ------- ------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (b) Audit- N/A N/A N/A N/A N/A N/A Related Fees - ------- ------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (c) Tax Fees N/A N/A N/A N/A N/A N/A - ------- ------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (d) All Other $400 $226,000 $0 N/A $231,000 $0 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. (e)(1) All requests or applications for services to be provided by the independent auditor shall be submitted to the Chief Financial Officer ("CFO") of the Registrant and must include a detailed description of the services proposed to be rendered. The Registrant's CFO will determine whether such services (1) require specific pre-approval, (2) are included within the list of services that have received the general pre-approval of the Audit Committee or (3) have been previously pre-approved in connection with the independent auditor's annual engagement letter for the applicable year or otherwise. Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly scheduled meeting. All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment advisor or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services. In addition, the Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor's independence from the Funds, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and discussing with the independent auditor its methods and procedures for ensuring independence. (e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows: ---------------------------- ----------------- ---------------- 2008 2007 ---------------------------- ----------------- ---------------- Audit-Related Fees 0% 0% ---------------------------- ----------------- ---------------- Tax Fees 0% 0% ---------------------------- ----------------- ---------------- All Other Fees 0% 0% ---------------------------- ----------------- ---------------- (f) Not applicable. (g)(1) The aggregate non-audit fees and services billed by KPMG for the fiscal year 2008 were $226,400. Non-audit fees consist of SAS No. 70 review of fund accounting and administration operations, attestation report in accordance with Rule 17 Ad-13, agreed upon procedures report over certain internal controls related to compliance with federal securities laws and regulations and tax consulting services for various service affiliates of the Registrant. (g)(2) The aggregate non-audit fees and services billed by KPMG for the 2007 fiscal year were $231,000. (h) During the past fiscal year, Registrant's principal accountant provided certain non-audit services to Registrant's investment adviser or to entities controlling, controlled by, or under common control with Registrant's investment adviser that provide ongoing services to Registrant that were not subject to pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. The Registrant's Audit Committee reviewed and considered these non-audit services provided by Registrant's principal accountant to Registrant's affiliates, including whether the provision of these non-audit services is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Registrant has a standing Nominating Committee (the "Committee") currently consisting of the Independent Trustees on the Board of Trustees (the "Board"). The Committee is responsible for evaluating and recommending nominees for election to the Board. Pursuant to the Committee's Charter, adopted on June 18th 2004, as amended, the Committee will review all shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Registrant's office. 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) 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 By (Signature and Title) /s/ Robert A. Nesher ------------------------------- Robert A. Nesher President & CEO Date: September 5, 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: September 5, 2008 By (Signature and Title) /s/ Stephen F. Panner ------------------------------- Stephen F. Panner Controller & CFO Date: September 5, 2008