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, 2008 ITEM 1. REPORTS TO STOCKHOLDERS. (SEI LOGO) New Ways. New answers.(R) SEI Liquid Asset Trust Semi-Annual Report as of December 31, 2008 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, 2008 SECTOR WEIGHTINGS*: (Bar Chart) Commercial Paper 58.7% Repurchase Agreement 18.6% U.S. Government Agency Obligations 15.0% Certificates of Deposit 4.6% Capital Support Agreement 1.8% Corporate Obligations 1.3% * Percentages based on total investments. Face Amount Value+ Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- COMMERCIAL PAPER (A) (B) -- 58.7% Barton Capital LLC 1.452%, 01/12/09 $ 28,000 $ 27,991 1.525%, 02/24/09 23,000 22,955 Cafco LLC 3.005%, 01/29/09 25,000 24,975 1.607%, 02/18/09 10,000 9,983 Cancara Asset Securitization LLC 2.025%, 01/12/09 17,000 16,995 4.860%, 01/14/09 15,000 14,994 4.808%, 01/15/09 10,000 9,996 2.639%, 02/05/09 30,000 29,963 Chariot Funding LLC 2.007%, 01/09/09 40,000 39,991 2.766%, 01/14/09 15,000 14,994 Charta LLC 3.001%, 01/13/09 10,000 9,996 1.556%, 02/23/09 55,000 54,892 Ciesco LLC 2.108%, 02/04/09 10,000 9,988 1.556%, 02/12/09 13,000 12,981 CRC Funding LLC 1.556%, 02/23/09 60,000 59,882 Edison Asset Securitization LLC 2.182%, 02/04/09 50,000 49,940 Eli Lilly 1.404%, 01/29/09 60,000 59,990 Fairway Finance 2.567%, 01/23/09 55,000 54,958 1.454%, 02/06/09 16,000 15,980 Falcon Asset Securitization LLC 2.007%, 01/09/09 5,000 4,999 1.505%, 02/12/09 10,000 9,985 Gemini Securitization LLC 2.263%, 02/05/09 40,000 39,950 2.873%, 02/09/09 15,000 14,979 General Electric Capital 1.758%, 02/17/09 12,000 11,996 1.356%, 04/06/09 4,000 3,997 0.702%, 06/26/09 55,000 54,908 Gotham Funding 1.655%, 01/29/09 17,000 16,983 1.706%, 02/05/09 30,000 29,962 Face Amount Value+ Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- Govco 1.607%, 02/17/09 $ 15,000 $ 14,974 Issuer Entity LLC 3.295%, 10/29/09 (C) (D) (E) (F) (G) (H) 13,024 3,848 Jupiter Securitization LLC 1.405%, 02/09/09 33,000 32,954 Old Line Funding LLC 4.143%, 01/15/09 10,000 9,996 1.505%, 02/06/09 13,000 12,984 Park Avenue Receivables 2.007%, 01/09/09 10,000 9,999 1.405%, 02/17/09 25,000 24,989 PNC Funding 3.029%, 03/12/09 6,000 5,986 Sheffield Receivables 1.505%, 02/12/09 14,000 13,979 Thames Asset Global Securitization LLC 0.902%, 03/12/09 8,500 8,476 Wickersham Issuer Entity 5.674%, 04/12/17 (C) (D) (F) (G) (H) (I) 17,505 9,662 ---------- Total Commercial Paper (Cost $890,664) ($ Thousands) 877,050 ---------- U.S. GOVERNMENT AGENCY OBLIGATIONS -- 15.0% FHLB 2.620%, 04/28/09 20,000 20,149 FHLB DN (B) 2.498%, 02/09/09 10,000 10,000 0.200%, 02/23/09 50,000 50,000 0.521%, 06/15/09 10,000 9,986 FHLMC DN (B) 0.120%, 01/21/09 39,000 39,000 0.320%, 04/01/09 3,350 3,349 1.155%, 04/02/09 16,200 16,194 1.176%, 04/21/09 10,000 9,996 1.156%, 05/06/09 20,000 19,983 FNMA DN (B) 0.150%, 02/03/09 43,000 43,000 0.542%, 06/22/09 3,000 2,996 ---------- Total U.S. Government Agency Obligations (Cost $224,449) ($ Thousands) 224,653 ---------- CERTIFICATES OF DEPOSIT -- 4.6% Branch Banking & Trust 3.130%, 02/20/09 5,000 5,016 Chase Bank 1.750%, 02/17/09 25,000 25,028 1.750%, 02/18/09 15,000 15,017 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 1 Prime Obligation Fund (Concluded) December 31, 2008 Face Amount Value+ Description ($ Thousands) ($ Thousands) - ----------- ------------- ------------- Union Bank 2.350%, 02/04/09 $ 23,000 $ 23,032 ---------- Total Certificates of Deposit (Cost $68,013) ($ Thousands) 68,093 ---------- CAPITAL SUPPORT AGREEMENT (D) -- 1.8% SEI Capital Support Agreement 26,976 26,976 ---------- Total Capital Support Agreement (Cost $0) ($ Thousands) 26,976 ---------- CORPORATE OBLIGATIONS -- 1.3% Axon Financial Fund LLC MTN 2.718%, 01/23/10 (C) (D) (F) (G) (H) (J) (K) 13,244 6,754 Cheyne Finance MTN 2.063%, 11/17/08 (C) (D) (F) (G) (H) (K) (L) (M) 8,168 -- Gryphon Funding 3.280%, 01/05/09 (C) (D) (F) (G) (H) (K) (M) 7,509 2,854 Stanfield Victoria Funding MTN 2.070%, 02/14/09 (C) (D) (F) (G) (H) (K) (N) 16,827 9,591 ---------- Total Corporate Obligations (Cost $36,155) ($ Thousands) 19,199 ---------- REPURCHASE AGREEMENT (O) -- 18.6% Goldman Sachs 0.010%, dated 12/31/08, to be repurchased on 01/02/09, repurchase price $278,289,155 (collateralized by various Treasury Inflation Protected Securities, ranging in par value $86,951,900-$181,165,300, 1.625%-2.375%, 01/15/17- 01/15/18, with a total market value $283,854,818) 278,289 278,289 ---------- Total Repurchase Agreement (Cost $278,289) ($ Thousands) 278,289 ---------- Total Investments -- 100.0% (Cost $1,497,570) ($ Thousands) $1,494,260 ========== Percentages are based on Net Assets of $1,494,657 ($ Thousands). + Each holding is shown at market value, rather than amortized cost value. Holdings are shown at market value for reporting purposes only. There has been no change to the Fund's policy to calculate its net asset value per share using amortized cost. The assets are shown at market value to accurately reflect the impact of the Capital Support Agreement, since the value of the Capital Support Agreement is determined based upon the market value of the Fund's other assets. (A) Securities are held in connection with a letter of credit issued by a major bank. (B) The rate reported is the effective yield at time of purchase. (C) Securities considered illiquid. The total value of such securities as of December 31, 2008 was $32,709 ($ Thousands) and represented 2.19% of Net Assets. Description - ----------- (D) 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 values to drop below $0.995. As of December 31, 2008, the fair value of the agreement was $26,976 ($ Thousands). (E) 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. (F) The value shown is the fair value as of December 31, 2008. Please refer to Note 6 for amortized cost value as of December 31, 2008. (G) Floating Rate Security. The rate reflected on the Schedule of Investments is the rate in effect on December 31, 2008. The demand and interest rate reset features give this security a shorter effective maturity date. (H) Securities considered restricted. The total value of such securities as of December 31, 2008 was $32,709 ($ Thousands) and represented 2.19% of Net Assets. (I) 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. (J) On November 21, 2007, due to deterioration in the market value of the assets of Axon Finance 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) 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." (L) On October 17, 2007, due to deterioration in the market value of the assets 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. (M) Cheyne Finance LLC ("Cheyne") was 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, senior noteholders of Cheyne, including the Fund, were given the opportunity to exchange all of their existing senior notes for certain notes issued by a newly formed entity, Gryphon Funding Limited ("Gryphon"). The Fund elected to exchange its Cheyne senior notes for Gryphon notes. As part of the restructuring transaction, Gryphon, in its capacity as the holder of the senior notes in Cheyne following its formation, was deemed to receive a cash distribution from Cheyne following the auction. Gryphon then used this cash to purchase from a third party a significant portion of the assets formerly held by Cheyne. Following this transaction, Gryphon distributed the senior notes in Cheyne back to the original senior noteholders, which included the Fund. The Cheyne entity continues to exist following the restructuring, holding a small residual amount of cash to satisfy known and unknown liabilities. As a result, the Fund continues to hold its original senior notes in Cheyne as well as the newly issued Gryphon notes. This restructuring transaction was effected during July 2008. (N) On January 18, 2008, due to deterioration in the market value of the assets 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. 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. (O) Tri-Party Repurchase Agreement 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 Amounts designated as "--" are $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 2 Statement of Assets and Liabilities ($ Thousands) as of December 31, 2008 (Unaudited) PRIME OBLIGATION FUND ---------------- ASSETS: Investments, at Value (Cost $1,219,281) $1,188,995 Affiliated investment, at Value 26,976 Repurchase agreement, at Value (Cost $278,289) 278,289 Cash 467 Accrued income 504 Prepaid expenses 272 ---------- Total Assets 1,495,503 ---------- LIABILITIES: Payable due to administrator 474 Payable for income distribution 207 Payable due to investment adviser 49 Chief Compliance Officer fees payable 4 Accrued expenses 112 ---------- Total Liabilities 846 ---------- Net Assets $1,494,657 ---------- NET ASSETS CONSIST OF: Paid-in Capital $1,502,161 Undistributed net investment income 1,911 Accumulated net realized loss on investments (6,105) Net unrealized depreciation on investments (3,310) ---------- Net Assets $1,494,657 ---------- Net Asset Value, Offering and Redemption Price Per Share -- Class A Shares ($1,494,657,240 / 1,502,161,660) $ 1.00 ---------- The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 3 Statement of Operations ($ Thousands) For the six month period ended December 31, 2008 (Unaudited) PRIME OBLIGATION FUND ---------------- INVESTMENT INCOME: Interest Income $ 17,768 -------- EXPENSES: Administration Fees 2,773 Shareholder Servicing Fees -- Class A 1,655 Investment Advisory Fees 270 Trustees' Fees 11 Chief Compliance Officer Fees 3 Treasury Expense 208 Printing Fees 117 Professional Fees 46 Custodian/Wire Agent Fees 13 Registration Fees 13 Insurance Expense 4 Other Expenses 9 -------- Total Expenses 5,122 -------- Less, Waiver of: Administration Fees (352) Shareholder Servicing Fees -- Class A (1,655) -------- Net Expenses 3,115 -------- NET INVESTMENT INCOME 14,653 -------- Net Realized Loss on Investments (2,295) Net Change in Unrealized Appreciation (Depreciation) on/from: Investments (16,891) Affiliated Investment 15,500 -------- Net Realized and Unrealized Loss on Investments (3,686) -------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 10,967 -------- The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 4 Statements of Changes in Net Assets ($ Thousands) For the six month period ended December 31, 2008 (Unaudited) and the year ended June 30, 2008 PRIME OBLIGATION FUND ------------------------- 07/01/08 to 07/01/07 to 12/31/08 6/30/08 ----------- ----------- OPERATIONS: Net Investment Income $ 14,653 $ 40,637 Net Realized Loss on Investments (2,295) (3,930) Net Change in Unrealized Depreciation on Investments and Affiliated Investment (1,391) (1,919) ----------- ----------- Net Increase in Net Assets Resulting from Operations 10,967 34,788 ----------- ----------- DIVIDENDS FROM: Net Investment Income: Class A (12,786) (40,418) ----------- ----------- Total Dividends (12,786) (40,418) ----------- ----------- CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE): Class A: Proceeds from Shares Issued 4,036,486 6,435,951 Reinvestment of Dividends 11,173 35,770 Cost of Shares Redeemed (3,730,725) (6,092,079) ----------- ----------- Increase in Net Assets Derived from Capital Share Transactions 316,934 379,642 ----------- ----------- Net Increase in Net Assets 315,115 374,012 ----------- ----------- NET ASSETS: BEGINNING OF PERIOD $ 1,179,542 $ 805,530 ----------- ----------- END OF PERIOD $ 1,494,657 $ 1,179,542 ----------- ----------- Undistributed Net Investment Income $ 1,911 $ 44 ----------- ----------- The accompanying notes are an integral part of the financial statements. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 5 Financial Highlights For the six month period ended December 31, 2008 (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: 2008* $1.00 $0.01 $-- $0.01 $(0.01) $(0.01) 2008 1.00 0.04 -- 0.04 (0.04) (0.04) 2007 1.00 0.05 -- 0.05 (0.05) (0.05) 2006 1.00 0.04 -- 0.04 (0.04) (0.04) 2005 1.00 0.02 -- 0.02 (0.02) (0.02) 2004 1.00 0.01 -- 0.01 (0.01) (0.01) Ratio of Expenses Ratio of Net Ratio of to Average Investment Net Asset Net Assets Expenses Net Assets Income Value, End Total End of Period to Average (Excluding to Average of Period Return+ ($ Thousands) Net Assets Waivers) Net Assets - --------------------- ---------- ------- ------------- ---------- ---------- ------------ PRIME OBLIGATION FUND CLASS A: 2008* $1.00 0.99% $1,494,657 0.47%** 0.78% 2.22% 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 * For the six month period ended December 31, 2008. All ratios have been annualized. ** The expense ratio includes the Treasury Guarantee Program expense. Had this expense been excluded, the ratio would have been 0.44%. + 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 / Semi-Annual Report / December 31, 2008 6 Notes to Financial Statements December 31, 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, except those securities which are covered by the Capital Support Agreement, are stated at amortized cost which approximates market value. Under this valuation method, purchase discounts and premiums are accreted and amortized ratably to maturity and are included in interest income. Refer to Note 6 for a discussion of the Capital Support Agreement entered into by the Fund. The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("FAS 157"), effective July 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. FAS 157 established a three-tier hierarchy to maximize the use of the observable market data and minimize the use of unobservable inputs and to establish classification of the fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below: Level 1 - quoted prices in active markets for identical investments Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The valuation techniques used by the Fund to measure fair value in accordance with FAS 157 during the six months ended December 31, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The following is a summary of the inputs used as of December 31, 2008 in valuing the Fund's investments in accordance with FAS 157 carried at value ($ Thousands): Investments in Securities Level 1 Level 2 Level 3 Total - ------------------------- -------- ---------- ------- ---------- Prime Obligation Fund $278,289 $1,156,286 $59,685 $1,494,260 The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: Prime Obligation Fund Investments in Securities ($ Thousands) - ------------------------- --------------------- Beginning balance as of July 1, 2008 $70,331 Accrued discounts/premiums 1,336 Realized gain/(loss) (2,357) Change in unrealized appreciation/(depreciation) (1,801) Net purchase/sales (7,824) Net transfer in and/or out Level 3 -- ------- Ending balance as of December 31, 2008 $59,685 ======= ILLIQUID SECURITIES -- A security is considered illiquid if it cannot be sold or disposed of in the ordinary course of business within seven days or less for its approximate carrying value on the books of the Fund. Valuations of illiquid securities may differ significantly from the values that would have been used had an active market value for these securities existed. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 7 Notes to Financial Statements (Unaudited) (Continued) December 31, 2008 RESTRICTED SECURITIES -- At December 31, 2008, the Fund owned private placement investments that were purchased through private offerings or acquired through initial public offerings and cannot be sold without prior registration under the Securities Act of 1933 or pursuant to an exemption there from. In addition, the Fund has generally agreed to further restrictions on the disposition of certain holdings as set forth in various agreements entered into in connection with the purchase of these investments. These investments are valued at amortized cost as determined in accordance with the procedures approved by the Board of Trustees. The acquisition dates of these investments, along with their cost and values at December 31, 2008, were as follows: % of Face Amortized Fair Net Amount Acquisition Cost Value Assets Description (000) Date (000) (000) (000) - ----------- ------- ----------- --------- ------- ------ Axon Financial Funding LLC MTN 2.718%, 05/06/09 $13,244 04/04/07 $13,243 $ 6,754 0.45% Cheyne Finance 2.063, 11/17/08 8,168 03/19/07 -- -- 0.00 Gryphon Funding 3.280%, 07/23/09 7,509 07/31/08 6,085 2,854 0.19 Issuer Entity LLC 3.295%, 10/29/09 13,024 11/12/07 13,021 3,848 0.26 Stanfield Victoria Funding MTN 2.070%, 04/21/09 16,827 03/07/07 16,826 9,591 0.64 Wickersham Issuer Entity 5.674%, 05/13/09 17,505 05/16/08 14,739 9,662 0.65 ------- ------- ---- $63,914 $32,709 2.19% ======= ======= ==== 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, 2009, 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 expense cap excludes the Treasury Guarantee Program expense. 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. SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 8 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 6 for more information. 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 $500 million. Columbia Management Advisors, LLC ("Columbia"), serves as the Fund's investment sub-adviser under an investment sub-advisory agreement. Columbia is paid by SIMC. SIMC compensates Columbia out of the fee it receives from the Fund. 5. FEDERAL INCOME TAXES It is the Fund's intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required. The timing and characterization of certain income and capital gains distributions are determined annually in accordance with Federal tax regulations which may differ from U.S. generally accepted accounting principles. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for the reporting period may differ from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital, undistributed net investment income or accumulated net realized gain, as appropriate, in the period that the differences arise. The tax character of dividends paid to Class A shareholders during the years ended June 30, 2008 and June 30, 2007 were as follows ($ 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 $(48) ==== The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Fund at December 31, 2008 were as follows: Federal Appreciated Depreciated Net Unrealized Tax Cost Securities Securities Depreciation ($ Thousands) ($ Thousands) ($ Thousands) ($ Thousands) ------------- ------------- ------------- ------------- Prime Obligation Fund $1,497,570 $27,895 $(31,205) $(3,310) Management has analyzed the Fund's tax position taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2008, no provision for income tax would be required in the Fund's financial statements. The Fund's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. 6. 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 a specified maximum contribution amount, 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 SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 9 Notes to Financial Statements (Unaudited) (Concluded) December 31, 2008 asset value to drop below $0.9950. The Eligible Notes held in the Fund as of December 31, 2008 are presented in the footnotes on the Schedule of Investments. On November 20, 2008, the Capital Support Agreement was amended to increase the maximum contribution amount to $30.0 million. On November 28, 2008, the Capital Support Agreement was amended and restated. Under the Amended and Restated Capital Support Agreement the maximum contribution amount remains at $30.0 million. Upon the sale or other ultimate 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 maximum contribution amount, taking into account all prior contributions. SEI's obligations under the Agreement may be supported by either a Letter of Credit issued by a bank having a First Tier credit rating or cash held in a segregated account. The Fund will draw on the Letter of Credit or withdraw from the segregated account 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 November 6, 2009. The following table shows the Eligible Notes and their amortized cost and fair value as of December 31, 2008: Face Amortized Fair Unrealized Amount Cost Value Depreciation Description (000) (000) (000) (000) - ----------- ------- --------- ------- ------------ Axon Financial Funding LLC MTN 2.718%, 05/06/09 $13,244 $13,243 $ 6,754 $ (6,489) Cheyne Finance 2.063, 11/17/08 8,168 -- -- -- Gryphon Funding 3.280%, 07/23/09 7,509 6,085 2,854 (3,231) Issuer Entity LLC 3.295%, 10/29/09 13,024 13,021 3,848 (9,173) Stanfield Victoria Funding MTN 2.070%, 04/21/09 16,827 16,826 9,591 (7,235) Wickersham Issuer Entity 5.674%, 05/13/09 17,505 14,739 9,662 (5,077) ------- ------- -------- $63,914 $32,709 $(31,205) ======= ======= ======== SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 10 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 7/1/08 12/31/08 RATIOS PERIOD* --------- --------- ---------- -------- PRIME OBLIGATION FUND -- CLASS A ACTUAL FUND RETURN $1,000.00 $1,009.90 0.47% $2.38 HYPOTHETICAL 5% RETURN 1,000.00 1,022.83 0.47 2.40 * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown). SEI Liquid Asset Trust / Semi-Annual Report / December 31, 2008 11 Notes SEI LIQUID ASSET TRUST SEMI-ANNUAL REPORT DECEMBER 31, 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 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-103 (12/08) 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. 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. 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, 2009 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, 2009 By (Signature and Title) /s/ Stephen F. Panner ---------------------- Stephen F. Panner Controller & CFO Date: March 10, 2009