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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
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SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
IMPORTANT SHAREHOLDER INFORMATION
This document contains your Proxy Statement and proxy card(s). A proxy card is,
in essence, a ballot. When you vote your proxy, it tells us how to vote on your
behalf on important issues relating to your Fund(s). The proxy card(s) may be
completed by checking the appropriate box and voting for or against the specific
proposals relating to your Fund(s). IF YOU SIMPLY SIGN THE PROXY WITHOUT
SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF TRUSTEES.
Please spend a few minutes with the Proxy Statement, fill out your proxy card,
and return it to us. Voting your proxy, and doing so promptly, ensures that the
Funds will not need to conduct additional mailings.
Please take a few moments to exercise your right to vote. Thank you.
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SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
Dear Shareholder,
A shareholder meeting of the SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed
Trust, SEI Institutional International Trust and SEI Asset Allocation Trust
(collectively, the "Trusts") and each of their portfolios (the "Funds") has
been scheduled for October 27, 2004, at 3:00 p.m. (Eastern time) (the
"Meeting"). The Meeting will be held at the offices of SEI Investments
Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks,
Pennsylvania 19456.
If you were a shareholder of record as of the close of business on August
17, 2004, you are entitled to vote at the Meeting and any adjournment(s) of the
Meeting. While you are, of course, welcome to join us at the Meeting, most
shareholders cast their votes by filling out and signing the enclosed proxy
card(s). WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE NEED YOUR VOTE. YOUR
BALLOT SHOWS WHICH PROPOSALS YOU ARE BEING ASKED TO VOTE ON. PLEASE MARK, SIGN,
AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE SO THAT THE MAXIMUM NUMBER OF SHARES MAY BE VOTED. YOU MAY
ALSO VOTE BY TELEPHONE OR THROUGH THE INTERNET.
The attached Proxy Statement is designed to give you detailed information
relating to each of the proposals on which you are asked to vote. We encourage
you to support the Trustees' recommendations. The purpose of the Meeting is to
consider the proposals set forth below and to transact such business as may be
properly brought before the Meeting or any adjournment(s) thereof. The proposals
described in the Proxy Statement relate to the following matters:
1. TO ELECT TRUSTEES FOR ALL TRUSTS.
2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX FUND
OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT,
INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME
FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX
FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI
TAX EXEMPT TRUST.
3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF SEI
INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION
GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME
TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX
FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST; AND TO
APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS.
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4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL POLICIES
AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY SECURITIES
FUND OF SEI LIQUID ASSET TRUST AND THE MONEY MARKET, PRIME OBLIGATION,
GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SEI DAILY INCOME TRUST.
Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.
To implement the "manager of managers" structure described under Proposal
2, with SIMC serving as each applicable Fund's "manager of managers,"
shareholders must approve Proposals 2 and 3. If shareholders do not approve both
Proposals, Proposals 2 and 3 will not be implemented and the Trustees will
consider an alternative course of action.
Your vote is important. Please do not hesitate to call 1-800-DIAL-SEI if
you have any questions about the proposals under consideration. Thank you for
taking the time to consider these important proposals and for your investment in
the SEI Funds.
Sincerely,
/s/ Edward D. Loughlin
Edward D. Loughlin
President and Chief Executive Officer
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IMPORTANT NOTICE
Although we recommend that you read the complete Proxy Statement, for your
convenience we have provided a brief overview of the proposals. The information
provided under the "Questions and Answers" section below is qualified in its
entirety by reference to the Proxy Statement.
QUESTIONS AND ANSWERS
WHY AM I RECEIVING THIS PROXY STATEMENT?
The Board of Trustees is asking you to vote on the following proposals:
1. To elect Trustees for all Trusts.
2. To approve a "manager of managers" structure for: the Bond Index Fund
of SEI Index Funds; the Short-Duration Government,
Intermediate-Duration Government, GNMA, and Corporate Daily Income
Funds of SEI Daily Income Trust; and the California Tax Exempt, Tax
Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of SEI
Tax Exempt Trust.
3. To approve SEI Investments Management Corporation ("SIMC") as
investment adviser for: the Bond Index Fund of SEI Index Funds; the
Short-Duration Government, Intermediate-Duration Government, GNMA, and
Corporate Daily Income Funds of SEI Daily Income Trust; and the
California Tax Exempt, Tax Free, Institutional Tax Free, and
Pennsylvania Tax Free Funds of SEI Tax Exempt Trust; and to approve an
investment advisory agreement with SIMC and these Funds.
4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities
Fund of SEI Liquid Asset Trust and the Money Market, Prime Obligation,
Government, Treasury and Treasury II Funds of SEI Daily Income Trust.
WHY AM I BEING ASKED TO ELECT TRUSTEES?
The Board currently consists of seven Trustees, five of whom are not "interested
persons," as such term is defined under the Investment Company Act of 1940, as
amended (the "1940 Act") (an "Independent Trustee"). The Board of Trustees has
determined to increase the size of the Board by adding an additional Independent
Trustee. Pursuant to requirements under the 1940 Act, more than two-thirds of
the Trustees must have been elected by shareholders immediately upon the
addition of a new Trustee. Five of the seven current Trustees of the Funds have
been elected by shareholders and the remaining two were appointed by the Board.
Immediately upon the addition of a new Trustee, less than two-thirds of the
Trustees would have been elected by shareholders. Therefore, shareholder
approval is required to add a new Trustee.
WHAT IS A "MANAGER OF MANAGERS" STRUCTURE?
The Board of Trustees is proposing the implementation of a "manager of managers"
structure for certain Funds, as indicated above. Under this structure, each Fund
will have SIMC as an investment adviser and SIMC, subject to supervision of the
Board of Trustees, will supervise one or more sub-advisers. This structure will
allow the Board of Trustees, at the recommendation of SIMC, to appoint
additional or replacement sub-advisers to the Funds without shareholder
approval.
The 1940 Act requires shareholder approval of new investment advisory agreements
(including sub-advisory agreements). The U.S. Securities and Exchange
Commission, however, has granted the Trusts a partial
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exemption from this requirement to allow the appointment of investment
sub-advisers in connection with the proposed "manager of managers" structure,
WITHOUT shareholder approval. Before a Fund can rely on this exemption and
implement the "manager of managers" structure, the Fund's shareholders must
approve the "manager of managers" structure and approve SIMC as the Fund's
investment adviser.
All of the other Funds in the SEI Funds family have implemented the "manager of
managers" structure and the Board of Trustees has found that structure to be
efficient and effective in managing those Funds. Using a "manager of managers"
structure will enable the Funds to avoid the considerable expense of holding
shareholder meetings to approve new or additional sub-advisers.
WHY AM I BEING ASKED TO VOTE ON SIMC AS THE FUNDS' INVESTMENT ADVISER AND A NEW
INVESTMENT ADVISORY AGREEMENT WITH SIMC?
In connection with the implementation of the "manager of managers" structure,
the Board of Trustees is also seeking shareholder approval of SIMC as each
Fund's investment adviser, as indicated above, and the new investment advisory
agreement with SIMC. As mentioned above, the 1940 Act requires shareholder
approval of new investment advisory agreements. At a meeting held in June 2004,
the Board approved the operation of the Funds under a manager of managers
structure with SIMC as the Funds' investment adviser. In addition, the Board
approved each Fund's current adviser as investment sub-adviser. Accordingly, if
Proposals 2 and 3 are approved, each of the current advisers will serve as
sub-adviser to its respective Funds in the "manager of managers" structure
under new sub-advisory agreements with SIMC. The appointment of these advisers
as sub-advisers does not require shareholder approval. In addition, SIMC will be
able to recommend that the Board hire additional sub-advisers or replace these
sub-advisers, and the Board may approve such changes without shareholder
approval.
HOW WILL THE IMPLEMENTATION OF THE "MANAGER OF MANAGERS" STRUCTURE AFFECT MY
ACCOUNT?
The implementation of the "manager of managers" structure will not directly
change your account. You will remain a shareholder of your Fund just as before
and each Fund will contract for advisory services as before. However, with the
proposed "manager of managers" structure, the Funds will receive the benefit of
SIMC's investment adviser selection, monitoring and allocation services and the
Board's flexibility in approving additional or replacement sub-advisers without
shareholder approval. The proposed investment advisory agreements between the
Trusts, on the Funds' behalf, and SIMC are substantially similar to the Trusts'
previous investment advisory agreements except to the extent they contemplate
sub-advisory agreements.
WILL THE IMPLEMENTATION OF A "MANAGER OF MANAGERS" STRUCTURE AFFECT THE FUNDS'
EXPENSES?
For each Fund, SIMC is entitled to the same contractual investment advisory
fee as the investment advisory fee for the previous adviser. SIMC will be
responsible for paying any advisory fees to the sub-advisers. As a result,
the proposed changes will not result in increased investment advisory fees.
SIMC and the other service providers currently expect to waive fees to keep
the Funds' total expense ratios at current levels. While SIMC's and the Fund
service providers' voluntary fee waivers may be discontinued at any time,
SIMC and the Fund service providers have no current intention of
discontinuing these voluntary fee waivers. Accordingly, implementation of a
"manager of managers" structure will not result in increased Fund fees and
expenses to shareholders.
2
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WHY AM I BEING ASKED TO VOTE FOR CHANGES TO MY FUND'S INVESTMENT POLICIES AND
RESTRICTIONS?
The Board of Trustees believes that it would benefit shareholders of the Funds
to update the Funds' fundamental investment policies. Some of the Funds'
policies reflect government regulations that no longer exist. In other cases,
policies are more restrictive than current government regulations require. The
proposed changes in investment policies will benefit shareholders by allowing
the Funds to adapt more quickly to future changes in investment opportunities.
It is currently expected that the proposed changes to the investment policies
will not have a material impact on the manner in which the Funds are managed.
WILL MY VOTE MAKE A DIFFERENCE?
Yes. Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will help
save the costs of any further solicitations for shareholder votes. We
encourage all shareholders to participate in the governance of their Fund.
HOW DO THE TRUSTEES SUGGEST THAT I VOTE?
After careful consideration, the Trustees of your Fund, including the
Independent Trustees who comprise a majority of each Fund's Board of Trustees,
unanimously recommend that you vote "FOR" the proposals.
WHOM DO I CALL IF I HAVE QUESTIONS?
We will be happy to answer your questions about this proxy solicitation. Please
call us at 1-800-DIAL-SEI between 9:00 a.m. and 5:00 p.m., Eastern time, Monday
through Friday.
HOW CAN I VOTE MY SHARES?
Please refer to your proxy card(s) for instructions on how to vote.
3
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SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
101 FEDERAL STREET
BOSTON, MA 02110
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 27, 2004
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Institutional
International Trust and SEI Asset Allocation Trust (collectively, the "Trusts")
and each of their portfolios (the "Funds") will be held at the offices of SEI
Investments Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks,
Pennsylvania 19456, on October 27, 2004, at 3:00 p.m. (Eastern time).
The purpose of the Meeting is to consider the Proposals set forth below and
to transact such other business as may be properly brought before the Meeting or
any adjournment(s) thereof. The specifics of these Proposals, which are more
fully described in the attached Proxy Statement, are as follows:
1. TO ELECT TRUSTEES FOR ALL TRUSTS.
2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX FUND
OF SEI INDEX FUNDS; THE SHORT-DURATION GOVERNMENT,
INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME
FUNDS OF SEI DAILY INCOME TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX
FREE, INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI
TAX EXEMPT TRUST.
3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF SEI
INDEX FUNDS; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION
GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SEI DAILY INCOME
TRUST; AND THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX
FREE, AND PENNSYLVANIA TAX FREE FUNDS OF SEI TAX EXEMPT TRUST; AND TO
APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS.
4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL POLICIES
AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY SECURITIES
FUND OF SEI LIQUID ASSET TRUST AND THE MONEY MARKET, PRIME OBLIGATION,
GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SEI DAILY INCOME TRUST.
Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.
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Proposal 1 asks for shareholder approval of Trustees.
Proposal 2 asks for shareholder approval of a "manager of managers"
structure for the Bond Index Fund of SEI Index Funds, the Short-Duration
Government, Intermediate-Duration Government, GNMA and Corporate Daily Income
Funds of SEI Daily Income Trust, and the California Tax Exempt, Tax Free,
Institutional Tax Free and Pennsylvania Tax Free Funds of SEI Tax Exempt Trust.
Under this structure, each Fund will have an investment adviser and one or more
sub-advisers. This structure would allow the Trustees to appoint additional and
replacement investment sub-advisers for the Funds WITHOUT obtaining shareholder
approval of the sub-advisers. Proposal 3 asks for shareholder approval of SIMC
as investment adviser and "manager of managers" to each Fund and the approval of
an investment advisory agreement between SIMC and each Trust, on behalf of the
Funds. To implement the "manager of managers" structure described under Proposal
2, with SIMC serving as each Fund's "manager of managers," shareholders must
approve Proposals 2 and 3. If shareholders do not approve both Proposals,
neither Proposal will be implemented and the Trustees will consider an
alternative course of action.
Proposal 4 asks for shareholder approval of changes to certain investment
policies and restrictions of the Funds.
All shareholders are invited to attend the Meeting. However, if you are
unable to be present at the Meeting, you are requested to mark, sign, and date
the enclosed proxy card(s) and return it promptly in the enclosed envelope so
that the Meeting may be held and a maximum number of shares may be voted. You
may also vote by telephone or through the Internet.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they
are exercised by a written revocation received by the Trusts' President at
One Freedom Valley Drive, Oaks, Pennsylvania 19456, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person. In
accordance with their own discretion, the proxies are authorized to vote on
such other business as may properly come before the Meeting or any adjourned
session(s) thereof.
Shareholders of record at the close of business on August 17, 2004 are
entitled to notice of and to vote at the Meeting or any adjournment(s) thereof.
BY ORDER OF THE BOARD OF TRUSTEES
TIMOTHY D. BARTO, SECRETARY
September 9, 2004
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SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
101 FEDERAL STREET
BOSTON, MA 02110
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of SEI Liquid Asset Trust ("SLAT"), SEI Tax
Exempt Trust ("STET"), SEI Daily Income Trust ("SDIT"), SEI Index Funds
("INDEX"), SEI Institutional Managed Trust ("SIMT"), SEI Institutional
International Trust ("SIT") and SEI Asset Allocation Trust ("SAAT")
(collectively, the "Trusts") and each of their portfolios (collectively, the
"Funds") for use at the special meeting of shareholders to be held on October
27, 2004, at 3:00 p.m. (Eastern time) at the offices of SEI Investments
Management Corporation ("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania
19456, and at any adjourned session(s) thereof (such meeting and any
adjournments thereof are hereinafter referred to as the "Meeting"). Shareholders
of record of the Funds at the close of business on August 17, 2004 are entitled
to vote at the Meeting ("Shareholders"). The proxy card(s) and this Proxy
Statement are being mailed to Shareholders on or about September 9, 2004.
As of August 17, 2004, the net assets and the approximate number of units
of beneficial interest ("shares") issued and outstanding for each Fund were as
follows:
<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
- ---- ---------- ------------------
SEI LIQUID ASSET TRUST
Treasury Securities Fund $ 38,024,838.25 38,041,783.8600
Prime Obligation Fund $ 858,214,469.97 858,255,146.1570
SEI TAX EXEMPT TRUST
Intermediate-Term Municipal Fund $ 914,782,964.96 82,596,606.6870
Short Duration Municipal Fund $ 62,101,583.12 6,194,484.3810
California Municipal Bond Fund $ 183,220,299.19 17,617,689.9940
Massachusetts Municipal Bond Fund $ 40,978,670.82 3,992,082.0250
New Jersey Municipal Bond Fund $ 72,588,829.13 7,056,929.8520
New York Municipal Bond Fund $ 97,445,646.83 9,199,904.1810
Pennsylvania Municipal Bond Fund $ 108,551,461.66 10,034,286.6950
Institutional Tax Free Fund $ 1,145,493,748.24 1,145,720,174.6700
Tax Free Fund $ 789,648,067.88 789,863,429.1900
California Tax Exempt Fund $ 22,268,595.30 22,296,517.5900
Pennsylvania Tax Free Fund $ 44,843,703.26 44,863,875.8400
Massachusetts Tax Free Money Market Fund $ 62,967,598.12 62,971,198.4100
</Table>
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<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
- ---- ---------- ------------------
SEI DAILY INCOME TRUST
Corporate Daily Income Fund $ 356,561,860.17 177,494,269.5670
Short-Duration Government Fund $ 269,147,447.64 26,190,765.8600
Intermediate-Duration Government Fund $ 114,918,368.34 10,875,157.7020
GNMA Fund $ 180,559,235.85 18,525,821.9720
Money Market Fund $ 868,734,464.09 868,737,316.1500
Prime Obligation Fund $ 4,511,438,056.41 4,511,523,240.5180
Government Fund $ 715,737,064.86 715,768,525.2400
Government II Fund $ 773,327,778.34 773,436,938.3700
Treasury Fund $ 634,850,691.45 634,925,885.9500
Treasury II Fund $ 511,101,023.56 511,306,929.1080
SEI INDEX FUNDS
Bond Index Fund $ 67,900,690.23 6,224,896.6390
S&P 500 Index Fund $ 1,528,962,797.67 45,762,129.2110
SEI INSTITUTIONAL MANAGED TRUST
Large Cap Value Fund $ 4,019,243,950.70 211,817,341.7310
Large Cap Growth Fund $ 3,777,061,393.01 229,183,713.5340
Tax-Managed Large Cap Fund $ 1,917,836,852.27 191,454,573.3880
Small Cap Value Fund $ 881,654,386.08 45,521,692.4180
Small Cap Growth Fund $ 884,031,873.66 64,939,155.8730
Tax-Managed Small Cap Fund $ 197,018,497.73 18,313,337.4080
Mid-Cap Fund $ 32,816,738.84 1,955,159.9780
Core Fixed Income Fund $ 4,078,805,995.98 384,305,301.8490
High Yield Bond Fund $ 1,123,072,367.91 132,996,148.3440
Real Estate Fund $ 28,461,834.97 2,532,179.7910
SEI INSTITUTIONAL INTERNATIONAL TRUST
International Equity Fund $ 2,623,926,787.97 278,521,759.6670
International Fixed Income Fund $ 915,447,419.05 75,760,455.3970
Emerging Markets Equity Fund $ 955,999,682.42 93,520,324.1810
Emerging Markets Debt Fund $ 699,400,892.90 67,482,889.5300
SEI ASSET ALLOCATION TRUST
Diversified Conservative Income Fund $ 73,610,799.98 6,714,463.1500
Diversified Conservative Fund $ 98,647,978.50 9,676,458.4780
Diversified Global Moderate Growth Fund $ 189,049,382.91 17,681,015.1910
Diversified Moderate Growth Fund $ 367,482,025.32 32,008,408.9770
Diversified Global Growth Fund $ 209,028,166.80 18,833,987.6790
Diversified Global Stock Fund $ 125,883,238.87 12,677,939.5360
Diversified U.S. Stock Fund $ 104,154,110.82 8,588,837.0180
Defensive Strategy Fund $ 14,828,246.02 1,448,765.9000
Tax-Managed Defensive Strategy Fund $ 7,592,827.32 747,691.8740
Conservative Strategy Fund $ 17,771,547.44 1,725,610.5220
Tax-Managed Conservative Strategy Fund $ 22,719,055.30 2,194,409.1020
Moderate Strategy Fund $ 45,631,445.51 4,350,403.2730
Tax-Managed Moderate Strategy Fund $ 23,400,295.71 2,251,124.1510
</Table>
2
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<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
- ---- ---------- ------------------
Aggressive Strategy Fund $ 28,722,813.02 2,773,733.9130
Tax-Managed Aggressive Strategy Fund $ 11,434,442.74 1,108,349.9840
Core Market Strategy Fund $ 14,529,154.93 1,411,406.1330
Tax-Managed Core Market Strategy Fund $ 5,304,119.86 513,557.6880
Market Growth Strategy Fund $ 77,240,154.09 7,534,895.3120
Tax-Managed Market Growth Strategy Fund $ 33,600,324.86 3,277,771.6460
</Table>
Each share is entitled to one vote and each fractional share is entitled
to a proportionate fractional vote on each matter as to which such shares are
to be voted at the Meeting. With respect to Proposal 1, all Shareholders of a
Trust's Funds, voting together, are being asked to elect three individuals to
that Trust's Board of Trustees. With respect to Proposals 2, 3 and 4,
Shareholders of each Fund will be voting separately and each Fund's votes
will be counted separately for each Proposal (or an item for Proposal 4). If
a Fund approves a Proposal (or an item for Proposal 4) while one or more
Funds do not approve that Proposal (or an item for Proposal 4), the Proposal
(or the item for Proposal 4) will be implemented only with respect to the
Fund or Funds that have approved that Proposal (or that item for Proposal 4).
In addition to the solicitation of proxies by mail, Trustees and officers
of each Trust and officers and employees of SIMC, the Shareholder Servicing
Agent for the Trusts, and certain third parties hired for such purpose, may
solicit proxies in person, by Internet or by telephone. The Funds will bear the
costs of the Meeting and costs of any solicitation in connection with the
meeting. The Funds will use Georgeson Shareholder, third party solicitor, for
solicitation of proxies. Georgeson Shareholder may solicit proxies in person, by
Internet or by telephone. The Funds expect to pay approximately $409,000 to
Georgeson Shareholder. Persons holding shares as nominees will, upon request, be
reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the Trusts' President at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.
INTRODUCTION
Each Trust is organized as a Massachusetts business trust and is not
required to hold annual shareholder meetings. The Meeting is being called in
order to permit Shareholders to vote on: (i) the election of Trustees; (ii) a
new "manager of managers" structure for certain Funds; (iii) the selection of a
new investment adviser for certain Funds; and (iv) changes to certain investment
policies and restrictions for certain Funds. The summary voting table below sets
forth the action required of each Fund.
<Table>
<Caption>
NO. PROPOSAL FUND
- --- -------- ----
1. TO ELECT TRUSTEES FOR ALL TRUSTS All Funds of each Trust;
Shareholders of each
Trust voting together with other
Shareholders of that Trust
</Table>
3
<Page>
<Table>
<Caption>
NO. PROPOSAL FUND
- --- -------- ----
2. TO APPROVE A "MANAGER OF MANAGERS" Bond Index Fund of INDEX;
STRUCTURE Short-Duration Government,
Intermediate-Duration
Government, GNMA, and Corporate
Daily Income Funds of SDIT; and
California Tax Exempt, Tax Free,
Institutional Tax Free, and
Pennsylvania Tax Free Funds of
STET; Shareholders of each Fund
voting separately
3. TO APPROVE SIMC AS INVESTMENT ADVISER, Bond Index Fund of INDEX;
AND TO APPROVE AN INVESTMENT ADVISORY Short-Duration Government,
AGREEMENT WITH SIMC Intermediate-Duration
Government, GNMA, and Corporate
Daily Income Funds of SDIT; and
California Tax Exempt, Tax Free,
Institutional Tax Free, and
Pennsylvania Tax Free Funds of
STET; Shareholders of each Fund
voting separately
4. TO APPROVE ELIMINATING OR RECLASSIFYING All Funds, except for the
CERTAIN FUNDAMENTAL POLICIES AND Treasury Securities Fund of SLAT
RESTRICTIONS and the Money Market, Prime
Obligation, Government,
Treasury, and Treasury II Funds
of SDIT; Shareholders of each
Fund voting separately
</Table>
Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.
RELATIONSHIP BETWEEN PROPOSALS 2 AND 3. TO IMPLEMENT THE "MANAGER OF
MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH FUND'S "MANAGER OF MANAGERS,"
SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3. NEITHER PROPOSAL WILL BE
IMPLEMENTED WITH RESPECT TO A FUND IF SHAREHOLDERS OF THAT FUND DO NOT APPROVE
BOTH PROPOSALS. IF SHAREHOLDERS OF A FUND DO NOT APPROVE BOTH PROPOSALS, THE
TRUSTEES WILL CONSIDER AN ALTERNATE COURSE OF ACTION FOR THE FUND.
IMPLEMENTATION OF THESE PROPOSALS WILL NOT RESULT IN INCREASED FUND FEES OR
EXPENSES TO SHAREHOLDERS.
PROPOSAL 1. TO ELECT TRUSTEES FOR ALL TRUSTS.
Shareholders are being asked to elect Rosemarie B. Greco, Nina Lesavoy and
James M. Williams (each a "Nominee" and, collectively, the "Nominees") as
Trustees for each Trust. The Board of Trustees recommends that Shareholders
elect the three Nominees to serve as Trustees, each to hold office until a
successor is duly elected and qualified.
4
<Page>
Rosemarie B. Greco and Nina Lesavoy are currently members of the Board.
Messes. Greco and Lesavoy were each appointed to the Board by the Board of
Trustees on March 20, 2000 and September 17, 2003, respectively. Mr. James M.
Williams was nominated by the Nominating Committee to the Board on June 17,
2004, based on a referral by one of the Trusts' Independent Trustees acting as a
member of the Trusts' Nominating Committee, and appointed by the Board on August
10, 2004, subject to approval of his election by Shareholders, as required under
the 1940 Act.
Each Nominee has consented to being named in this Proxy Statement and to
serving as Trustee if elected. The Trusts know of no reason why any Nominee
would be unable or unwilling to serve as Trustee if elected.
INFORMATION ABOUT CURRENT TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEES.
The business and affairs of each Trust, including all of its Funds, are managed
under the direction of its Board of Trustees. The table below provides basic
information about each Nominee and each current Trustee. The fund complex is
composed of all of the Funds and the portfolios of SEI Institutional Investments
Trust (the "Fund Complex"). The mailing address for each Nominee and each
Trustee, except for the mailing address for William M. Doran, is One Freedom
Valley Drive, Oaks, Pennsylvania 19456. The mailing address for Mr. Doran is
1701 Market Street, Philadelphia, Pennsylvania 19103.
<Table>
<Caption>
NUMBER OF
FUNDS IN
TERM OF THE FUND
POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX
WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE
NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN
- ------------ ---------- --------------- -------------------------------------------- ---------
NOMINEES FOR INDEPENDENT TRUSTEES
Rosemarie B. Trustee No set term; Director, Governor's Office of Health Care 68
Greco; 58 served since Reform, Commonwealth of Pennsylvania since
2000. 2003. Founder and Principal, Grecoventures
Ltd. from 1999 to 2002. Interim President &
Chief Executive Officer, Private Industry
Council of Philadelphia, April 1998-August
1998. President, Corestates Financial Corp.,
1996-1997; Chief Executive Officer and
President, Corestates Bank, N.A., 1994-1997.
Director of Sunoco, Inc. and Exelon
Corporation, Trustee of Pennsylvania Real
Estate Investment Trust, SEI Asset
Allocation Trust, SEI Daily Income Trust,
SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Index
Funds, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
</Table>
5
<Page>
<Table>
<Caption>
NUMBER OF
FUNDS IN
TERM OF THE FUND
POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX
WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE
NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN
- ------------ ---------- --------------- -------------------------------------------- ---------
Nina Lesavoy; Trustee No set term; Partner, Cue Capital since 2002. Head of 68
47 served since Sales, Investorforce, January 2000-December
2003. 2001. Global Partner working for the CEO,
Invesco Capital, January 1998-January 2000.
Head of Sales and Client Services,
Chancellor Capital and later LGT Asset
Management, 1986-2000. Trustee of SEI
Absolute Return Master Fund, L.P., SEI
Opportunity Master Fund, L.P., SEI Absolute
Return Fund, L.P., SEI Opportunity Fund,
L.P., SEI Asset Allocation Trust, SEI Tax
Exempt Trust, SEI Daily Income Trust, SEI
Institutional Managed Trust, SEI Index
Funds, SEI Liquid Asset Trust, SEI
Institutional International Trust and SEI
Institutional Investments Trust.
James M. Nominee No set term. Vice President and Chief Investment Officer, 68
Williams; 56 J. Paul Getty Trust, Non Profit Foundation
for Visual Arts, since December 2002.
President, Harbor Capital Investors and
Harbor Mutual Funds, 2000-2002. Manager,
Pension Asset Management, Ford Motor
Company, 1997-1999.
CURRENT INDEPENDENT TRUSTEES
F. Wendell Trustee No set term; Retired. Trustee of SEI Asset Allocation 68
Gooch; 71 served SDIT Trust, SEI Daily Income Trust, SEI
since 1982; Institutional International Trust, SEI
SAAT since Institutional Investments Trust, SEI
1995; INDEX Institutional Managed Trust, SEI Index
since 1985; Funds, SEI Liquid Asset Trust, SEI Tax
SIT since 1988; Exempt Trust, STI Classic Funds and STI
SIMT since Classic Variable Trust.
1986; SLAT
since 1995;
STET since
1982.
</Table>
6
<Page>
<Table>
<Caption>
NUMBER OF
FUNDS IN
TERM OF THE FUND
POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX
WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE
NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN
- ------------ ---------- --------------- -------------------------------------------- ---------
James M. Trustee No set term; Attorney, Solo Practitioner since 1994. 68
Storey; 73 served since Partner, Dechert Price & Rhoads (law firm),
1995. September 1987-December 1993. Director of
U.S. Charitable Gift Trust. Trustee of The
Advisors' Inner Circle Fund, The Advisors'
Inner Circle Fund II, Expedition Funds, The
MDL Funds, Massachusetts Health and
Education Tax-Exempt Trust, SEI Asset
Allocation Trust, SEI Daily Income Trust,
SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Index
Funds, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
George J. Trustee No set term; Self-employed Consultant, Newfound 68
Sullivan, Jr.; 61 served since Consultants Inc. since April
1996. 1997. Trustee of State Street Navigator
Securities Lending Trust, The Advisors' Inner
Circle Fund, The Advisors' Inner Circle Fund II,
Expedition Funds, The MDL Funds, SEI Absolute
Return Master Fund, L.P., SEI Opportunity Master
Fund, L.P., SEI Absolute Return Fund, L.P.,
SEI Opportunity Fund, L.P., SEI Asset
Allocation Trust, SEI Daily Income Trust,
SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Index
Funds, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
</Table>
7
<Page>
<Table>
<Caption>
NUMBER OF
FUNDS IN
TERM OF THE FUND
POSITION OFFICE AND PRINCIPAL OCCUPATION DURING THE COMPLEX
WITH THE LENGTH OF PAST FIVE YEARS AND OTHER TO BE
NAME AND AGE TRUSTS TIME SERVED DIRECTORSHIPS HELD BY TRUSTEE OR NOMINEE OVERSEEN
- ------------ ---------- --------------- -------------------------------------------- ---------
CURRENT INTERESTED TRUSTEES
William M. Trustee No set term; Self-employed Consultant. Partner, Morgan, 68
Doran; 64 served SDIT Lewis & Bockius LLP (law firm) from 1976 to
since 1982; 2003, counsel to the Trusts, SEI Investments
SAAT since Company, SIMC, SEI Investments Fund
1995; INDEX Management and SEI Investments Distribution
since 1985; SIT Co. Director of SEI Investments Company
since 1988; since 1974; Secretary of SEI Investments
SIMT since Company since 1978. Director of SEI
1986; SLAT Investments Distribution Co. since 2003.
since 1995; Trustee of The Advisors' Inner Circle Fund,
STET since The Advisors' Inner Circle Fund II,
1982. Expedition Funds, The MDL Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust,
SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Index
Funds, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
Robert A. Chairman No set term; Currently performs various services on 68
Nesher; 58 of the served SDIT behalf of SEI Investments Company for which
Board of since 1982; Mr. Nesher is compensated. Executive Vice
Trustees SAAT since President of SEI Investments Company,
1995; INDEX 1986-1994. Director and Executive Vice
since 1985; President of SIMC, SEI Investments Fund
SIT since Management and SEI Investments Distribution
1988; SIMT Co., 1981-1994. Trustee of The Advisors'
since 1986; Inner Circle Fund, The Advisors' Inner Circle
SLAT since Fund II, Bishop Street Funds, Expedition
1995; STET Funds, The MDL Funds, SEI Global Master Fund,
since 1982. plc, SEI Global Assets Fund, plc, SEI Global
Investments Fund, plc, SEI Investments Global,
Limited, SEI Absolute Return Master Fund,
L.P., SEI Opportunity Master Fund, L.P., SEI
Absolute Return Fund, L.P., SEI Opportunity
Fund, L.P., SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Institutional
International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed
Trust, SEI Index Funds, SEI Liquid Asset Trust
and SEI Tax Exempt Trust.
</Table>
8
<Page>
Messrs. Nesher and Doran are Trustees who may be deemed to be
"interested persons" of the Funds, as that term is defined in the 1940 Act
("Interested Trustees"), by virtue of their relationship with SIMC, which
serves as investment adviser to certain Funds, and SEI Investments
Distribution Co. ("SIDCo."), the Funds' distributor. In addition, Mr. Doran
and Mr. Nesher own securities of SEI Investments Company, the parent company
of SIMC and SIDCo.
MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES. The chart below provides
information about the number of Board meetings held during each Trust's most
recently completed fiscal year and which Board members attended such meetings.
<Table>
<Caption>
NUMBER OF BOARD MEETINGS
HELD DURING TRUSTEES WHO
TRUST AND FISCAL YEAR MOST RECENT FISCAL YEAR ATTENDED THE MEETING
- --------------------- ------------------------ ----------------------------------------------
SEI Liquid Asset Trust 9 The Trustees attended all meetings, except for
June 30, 2004 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Tax Exempt Trust 8 The Trustees attended all meetings, except for
August 31, 2003 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Daily Income Trust 9 The Trustees attended all meetings, except for
January 31, 2004 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Index Funds 9 The Trustees attended all meetings, except for
March 31, 2004 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Institutional Managed Trust 9 The Trustees attended all meetings, except for
September 30, 2003 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Institutional International Trust 9 The Trustees attended all meetings, except for
September 30, 2003 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
SEI Asset Allocation Trust 9 The Trustees attended all meetings, except for
March 31, 2004 Mr. Gooch and Ms. Greco, who were each absent
from one meeting.
</Table>
The Trusts do not have a policy with respect to the Trustees' attendance at
meetings, but as a matter of practice all of the Trustees attend each Trust's
Board meetings (in-person or by telephone) to the extent possible.
Each Trust has a standing Audit Committee currently consisting of
Messrs. Gooch, Storey and Sullivan, and Messes. Greco and Lesavoy, each of
whom is not an "interested person" as such term is defined in the 1940 Act
(collectively, the "Independent Trustees"). The Audit Committee assists the
Trustees in their oversight of the Trusts' financial reporting. The chart
below provides information about the number of Audit Committee meetings held
during each Trust's most recently completed fiscal year and which Audit
Committee members attended such meetings.
9
<Page>
<Table>
<Caption>
NUMBER OF AUDIT COMMITTEE
MEETINGS HELD DURING MOST AUDIT COMMITTEE MEMBERS WHO
TRUST AND FISCAL YEAR RECENT FISCAL YEAR ATTENDED THE MEETING
- --------------------- ------------------------- -----------------------------------------
SEI Liquid Asset Trust 4 The Audit Committee members attended all
June 30, 2004 meetings.
SEI Tax Exempt Trust 4 The Audit Committee members attended all
August 31, 2003 meetings, except for Mr. Gooch, who was
absent from one meeting.
SEI Daily Income Trust 4 The Audit Committee members attended all
January 31, 2004 meetings, except for Mr. Storey, who was
absent from one meeting.
SEI Index Funds 4 The Audit Committee members attended all
March 31, 2004 meetings, except for Mr. Storey, who was
absent from one meeting.
SEI Institutional Managed Trust 4 The Audit Committee members attended all
September 30, 2003 meetings except for Mr. Gooch, who was
absent from one meeting.
SEI Institutional International Trust 4 The Audit Committee members attended all
September 30, 2003 meetings except for Mr. Gooch, who was
absent from one meeting.
SEI Asset Allocation Trust 5 The Audit Committee members attended all
March 31, 2004 meetings, except for Mr. Storey, who was
absent from one meeting.
</Table>
Each Trust has a standing Nominating Committee currently consisting of the
Independent Trustees. The Nominating Committee is responsible for evaluating and
recommending nominees for election to the Board. The Nominating Committee meets
as necessary and the chart below provides information about the number of
Nominating Committee meetings held during each Trust's most recently completed
fiscal year.
<Table>
<Caption>
NUMBER OF NOMINATING COMMITTEE
MEETINGS HELD DURING MOST
TRUST AND FISCAL YEAR RECENT FISCAL YEAR
- --------------------- ------------------------------
SEI Liquid Asset Trust 2
June 30, 2004
SEI Tax Exempt Trust 1
August 31, 2003
SEI Daily Income Trust 1
January 31, 2004
SEI Index Funds 2
March 31, 2004
SEI Institutional Managed Trust 1
September 30, 2003
</Table>
10
<Page>
<Table>
<Caption>
NUMBER OF NOMINATING COMMITTEE
MEETINGS HELD DURING MOST
TRUST AND FISCAL YEAR RECENT FISCAL YEAR
- --------------------- ------------------------------
SEI Institutional International Trust 1
September 30, 2003
SEI Asset Allocation Trust 2
March 31, 2004
</Table>
The Nominating Committee has adopted a charter, a copy of which is
attached hereto as Exhibit A. It is the Nominating Committee's policy to
review shareholder recommendations for nominations to fill vacancies on the
Board if such recommendations are submitted in writing and addressed to the
Nominating Committee at the applicable Trust's office. As of the date of this
Proxy Statement, the Nominating Committee has not adopted specific minimum
qualifications that the Committee believes a candidate must meet before being
considered for Board membership.
Each Trust has a standing Fair Value Pricing Committee that is composed of
at least one Trustee and various representatives of that Trust's service
providers, as appointed by the Board. The Fair Value Pricing Committee operates
under procedures approved by the Board. The principal responsibility of the Fair
Value Pricing Committee is to determine the fair value of securities for which
current market quotations are not readily available. The Fair Value Pricing
Committee's determinations are reviewed by the Board. Messrs. Nesher and
Sullivan currently serve as the Board's delegates on the Fair Value Pricing
Committee. Each Trust's Fair Value Pricing Committee meets as necessary and held
the following number of meetings during each Trust's most recently completed
fiscal year.
<Table>
<Caption>
NUMBER OF FAIR VALUE PRICING COMMITTEE
MEETINGS HELD DURING MOST
TRUST AND FISCAL YEAR RECENT FISCAL YEAR
- --------------------- --------------------------------------
SEI Liquid Asset Trust None
June 30, 2004
SEI Tax Exempt Trust None
August 31, 2003
SEI Daily Income Trust None
January 31, 2004
SEI Index Funds 3
March 31, 2004
SEI Institutional Managed Trust 20
September 30, 2003
SEI Institutional International Trust 11
September 30, 2003
SEI Asset Allocation Trust None
March 31, 2004
</Table>
The Trusts do not have a standing compensation committee or any committee
performing similar functions.
11
<Page>
COMPENSATION OF THE TRUSTEES, OFFICERS AND OTHERS. The Interested Trustees
and officers of the Trusts do not receive compensation from the Trusts. The
chart below provides information about the total compensation accrued and
payable to the Independent Trustees by each Trust and the Fund Complex for each
Trust's most recently completed fiscal year.
<Table>
<Caption>
PENSION OR
RETIREMENT ESTIMATED TOTAL
TOTAL BENEFITS ACCRUED ANNUAL COMPENSATION
NAME OF COMPENSATION AS PART OF BENEFITS UPON FROM
INDEPENDENT TRUSTEE FROM TRUST FUND EXPENSES RETIREMENT FUND COMPLEX
- ------------------- ------------ ---------------- ------------- ------------
SEI LIQUID ASSET TRUST - FISCAL YEAR ENDED JUNE 30, 2004
F. Wendell Gooch $ 4,755 N/A N/A $ 133,000
James M. Storey $ 4,755 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 4,755 N/A N/A $ 133,000
Rosemarie B. Greco $ 4,755 N/A N/A $ 133,000
Nina Lesavoy $ 4,755 N/A N/A $ 133,000
SEI TAX EXEMPT TRUST - FISCAL YEAR ENDED AUGUST 31, 2003
F. Wendell Gooch $ 18,391 N/A N/A $ 133,000
James M. Storey $ 18,391 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 18,391 N/A N/A $ 133,000
Rosemarie B. Greco $ 18,391 N/A N/A $ 133,000
Nina Lesavoy N/A N/A N/A N/A
SEI DAILY INCOME TRUST - FISCAL YEAR ENDED JANUARY 31, 2004
F. Wendell Gooch $ 14,707 N/A N/A $ 133,000
James M. Storey $ 14,707 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 14,707 N/A N/A $ 133,000
Rosemarie B. Greco $ 14,707 N/A N/A $ 133,000
Nina Lesavoy $ 7,831 N/A N/A $ 66,500
SEI INDEX FUNDS - FISCAL YEAR ENDED MARCH 31, 2004
F. Wendell Gooch $ 4,114 N/A N/A $ 133,000
James M. Storey $ 4,114 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 4,114 N/A N/A $ 133,000
Rosemarie B. Greco $ 4,114 N/A N/A $ 133,000
Nina Lesavoy $ 3,143 N/A N/A $ 99,750
</Table>
12
<Page>
<Table>
<Caption>
PENSION OR
RETIREMENT ESTIMATED TOTAL
TOTAL BENEFITS ACCRUED ANNUAL COMPENSATION
NAME OF COMPENSATION AS PART OF BENEFITS UPON FROM
INDEPENDENT TRUSTEE FROM TRUST FUND EXPENSES RETIREMENT FUND COMPLEX
- ------------------- ------------ ---------------- ------------- ------------
SEI ASSET ALLOCATION TRUST - FISCAL YEAR ENDED MARCH 31, 2004
F. Wendell Gooch $ 13,888 N/A N/A $ 133,000
James M. Storey $ 13,888 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 13,888 N/A N/A $ 133,000
Rosemarie B. Greco $ 13,888 N/A N/A $ 133,000
Nina Lesavoy $ 11,478 N/A N/A $ 99,750
SEI INSTITUTIONAL MANAGED TRUST - FISCAL YEAR ENDED SEPTEMBER 30, 2003
F. Wendell Gooch $ 33,250 N/A N/A $ 133,000
James M. Storey $ 33,250 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 33,250 N/A N/A $ 133,000
Rosemarie B. Greco $ 33,250 N/A N/A $ 133,000
Nina Lesavoy $ 6,979 N/A N/A $ 33,250
SEI INSTITUTIONAL INTERNATIONAL TRUST - FISCAL YEAR ENDED SEPTEMBER 30, 2003
F. Wendell Gooch $ 12,578 N/A N/A $ 133,000
James M. Storey $ 12,578 N/A N/A $ 133,000
George J. Sullivan, Jr. $ 12,578 N/A N/A $ 133,000
Rosemarie B. Greco $ 12,578 N/A N/A $ 133,000
Nina Lesavoy $ 3,668 N/A N/A $ 33,250
</Table>
OWNERSHIP OF FUND SECURITIES. The table below shows the dollar range of
equity securities beneficially owned by each Nominee or Trustee as of June 30,
2004.
<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE OR NOMINEE
OR NOMINEE SECURITIES FOR EACH FUND IN THE FUND COMPLEX
- --------------- ------------------------------- ------------------------------
Mr. Nesher Over $100,000 (each of Over $100,000
SIMT Core Fixed Income Fund,
SIMT Large Cap Growth Fund
and SIMT Large Cap Value Fund)
$1-$10,000 (SIMT Small Cap
Growth Fund)
</Table>
13
<Page>
<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE OR NOMINEE
OR NOMINEE SECURITIES FOR EACH FUND IN THE FUND COMPLEX
- --------------- ------------------------------- ------------------------------
Mr. Doran $10,001-$50,000 (SLAT Prime Over $100,000
Obligation Fund)
Over $100,000 (each of
SIMT Small Cap Value Fund,
SIMT Small Cap Growth Fund,
SIMT Large Cap Value Fund and
SIMT Large Cap Growth Fund)
Mr. Gooch Over $100,000 (each of SIMT Over $100,000
Small Cap Growth Fund and
SDIT Prime Obligation Fund)
$10,001-$50,000 (SIT
International Equity Fund)
Mr. Storey None None
Mr. Sullivan None None
Ms. Greco None None
Ms. Lesavoy None None
Mr. Williams None None
</Table>
VOTING REQUIREMENTS FOR PROPOSAL 1. With respect to SIMT, STET, SLAT,
INDEX, SDIT and SIT, approval of each Nominee listed under Proposal 1 as a
Trustee of the Trust requires a plurality of the Trust's shares voted. With
respect to SAAT, approval of each Nominee listed under Proposal 1 as a
Trustee of the Trust requires a majority vote of the Trust's shares represented
at the meeting in person or by proxy ("majority vote of the Trust's shares
represented").
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR"
EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1.
PROPOSAL 2. TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR: THE BOND INDEX
FUND OF INDEX; THE SHORT-DURATION GOVERNMENT,
INTERMEDIATE-DURATION GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME
FUNDS OF SDIT; AND THE CALIFORNIA TAX EXEMPT, TAX FREE,
INSTITUTIONAL TAX FREE, AND PENNSYLVANIA TAX FREE FUNDS OF STET.
The Board of Trustees recommends that Shareholders approve a "manager of
managers" structure for the Bond Index Fund of INDEX; the Short-Duration
Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income
Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free,
and Pennsylvania Tax Free Funds of STET, as described below.
SEC EXEMPTIVE ORDER AND SHAREHOLDER APPROVAL. Proposal 2 seeks Shareholder
approval to implement a "manager of managers" structure for each Fund. Under
this structure, each Fund will have an investment adviser and one or more
sub-advisers. The Board of Trustees will be permitted to approve or terminate
investment sub-advisers, based on the recommendation of SIMC as investment
adviser, WITHOUT shareholder approval. Normally, shareholders of a mutual fund
must approve investment advisory agreements for the mutual fund. To operate a
"manager of managers" structure efficiently, however, the Trusts have obtained
an exemption from the U.S. Securities and Exchange Commission ("SEC") from the
shareholder approval requirements, subject to certain conditions. One condition
of the SEC exemption order is that, before a Fund relies on the exemption and
implements a "manager of managers" structure, the Fund's shareholders must
approve the "manager of managers"
14
<Page>
structure. All of the other Funds in the SEI Funds family have implemented this
"manager of managers" structure, and SIMC currently serves as investment adviser
and "manager of managers" for those Funds.
DESCRIPTION OF THE PROPOSED "MANAGER OF MANAGERS" STRUCTURE. Under the
proposed "manager of managers" structure, each Fund will be operated in a manner
that is different from many other mutual funds. Most mutual funds operate under
a structure in which a single entity, the fund's adviser, provides investment
advisory services to the fund. Typically, the fund pays an advisory fee to the
fund's adviser and the adviser, in turn, compensates the adviser's portfolio
managers who make specific securities selections for the fund. In contrast,
under the "manager of managers" structure, a Fund will pay SIMC an advisory fee
and SIMC, in turn, will hire sub-advisers to provide day-to-day investment
advisory services to the Fund. Under this structure, shareholders will have the
benefit of SIMC's expertise in selecting and monitoring investment sub-advisers.
SIMC will continuously monitor the performance of the sub-advisers and may from
time to time recommend that the Board of Trustees replace one or more
sub-advisers or appoint additional sub-advisers, depending on SIMC's assessment
of what combination of sub-advisers it believes would optimize a Fund's chances
of achieving its investment objective. The Board would be able to approve the
addition or termination of sub-advisers without shareholder approval.
Any proposal to add or replace sub-advisers would be reviewed as follows.
First, SIMC would assess a Fund's needs and, if it believed additional or
replacement sub-advisers could benefit the Fund, would systematically search the
relevant universe of available investment sub-advisers. Second, any
recommendations made by SIMC would have to be approved by a majority of the
Trustees, including a majority of the Trustees who are not parties to the
investment sub-advisory agreement or "interested persons," as defined under the
1940 Act, of any party to the investment sub-advisory agreement. Finally, any
selections of additional or replacement sub-advisers would have to comply with
conditions contained in the SEC exemption.
The proposed "manager of managers" structure is intended to afford the
Funds increased management flexibility. With the "manager of managers"
structure, the Trustees will not be required to call a shareholder meeting each
time a new sub-adviser is approved and A FUND WILL NOT INCUR THE CONSIDERABLE
EXPENSE OF HOLDING SHAREHOLDER MEETINGS TO APPROVE SUB-ADVISERS.
TRUSTEES' CONSIDERATIONS. In unanimously approving the "manager of
managers" structure for the Funds and in recommending that Shareholders also
approve this structure, the Trustees reviewed SIMC's expertise as a "manager of
managers," including SIMC's experience in serving as "manager of managers" for
the other Funds in the SEI Funds family. In addition, the Trustees considered
the flexibility the Funds will have under a "manager of managers" structure to
implement sub-adviser changes, without shareholder approval and without the
Funds incurring the considerable costs of obtaining shareholder approval, when
the Board determines that such changes are advisable.
VOTING REQUIREMENTS FOR PROPOSAL 2. Approval of Proposal 2 with respect to
a Fund requires the favorable vote of a majority of outstanding voting shares of
that Fund as defined by the 1940 Act.
RELATIONSHIP BETWEEN PROPOSALS 2 AND 3. To implement the "manager of
managers" structure with SIMC serving as each Fund's "manager of managers,"
Shareholders must approve Proposals 2 and 3. Neither Proposal will be
implemented with respect to a Fund if Shareholders of that Fund do not approve
both Proposals. If Shareholders of a Fund do not approve both Proposals, the
Trustees will consider an alternate course of action for the Fund.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
15
<Page>
PROPOSAL 3. TO APPROVE SIMC AS INVESTMENT ADVISER FOR: THE BOND INDEX FUND OF
INDEX; THE SHORT-DURATION GOVERNMENT, INTERMEDIATE-DURATION
GOVERNMENT, GNMA, AND CORPORATE DAILY INCOME FUNDS OF SDIT; AND
THE CALIFORNIA TAX EXEMPT, TAX FREE, INSTITUTIONAL TAX FREE, AND
PENNSYLVANIA TAX FREE FUNDS OF STET; AND TO APPROVE AN INVESTMENT
ADVISORY AGREEMENT WITH SIMC AND THESE FUNDS.
The Board of Trustees recommends that Shareholders approve SIMC as the
investment adviser of the Bond Index Fund of INDEX; the Short-Duration
Government, Intermediate-Duration Government, GNMA, and Corporate Daily Income
Funds of SDIT; and the California Tax Exempt, Tax Free, Institutional Tax Free,
and Pennsylvania Tax Free Funds of STET, and approve the investment advisory
agreements (each an "Investment Advisory Agreement" and, collectively, the
"Investment Advisory Agreements") between the Trusts and SIMC relating to these
Funds (which are attached as Exhibits B, C and D to this Proxy Statement). The
description of the Investment Advisory Agreements in this Proxy Statement is
qualified in its entirety by reference to Exhibits B, C and D. The Trustees,
including all of the Trustees who are not parties to the Investment Advisory
Agreements or "interested persons," as defined under the 1940 Act, of any party
to the Investment Advisory Agreements, unanimously approved SIMC as investment
adviser for each Fund and the Investment Advisory Agreements with respect to
each Fund at a meeting held on June 17, 2004.
CURRENT INVESTMENT ADVISORY ARRANGEMENTS. Standish Mellon Asset Management
Company LLC ("Standish Mellon"), located at One Mellon Center, Pittsburgh,
Pennsylvania 15238, serves as investment adviser to the Bond Index Fund of INDEX
pursuant to an investment advisory agreement with INDEX dated October 2, 1995.
Wellington Management Company, LLP ("Wellington Management"), located at 75
State Street, Boston, Massachusetts 02109, serves as investment adviser to the
Short-Duration Government, Intermediate-Duration Government and GNMA Funds of
SDIT, and the Corporate Daily Income Fund of SDIT pursuant to investment
advisory agreements with SDIT dated December 15, 1986 and August 4, 1993,
respectively. Weiss Peck and Greer Investments ("WPG"), located at One New York
Plaza, New York, New York 10004, serves as investment adviser to the California
Tax Exempt, Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of
STET pursuant to an investment advisory agreement with STET dated December 31,
1995. The current investment advisory agreements are collectively referred to as
the "Previous Advisory Agreements."
The chart below provides information about the advisory fees that the Bond
Index Fund of INDEX, the Short-Duration Government, Intermediate-Duration
Government, GNMA and Corporate Daily Income Funds of SDIT, and the California
Tax Exempt, Tax Free, Institutional Tax Free and Pennsylvania Tax Free Funds of
STET paid to Standish Mellon, Wellington Management and WPG, respectively, for
each Fund's most recently completed fiscal year.
<Table>
<Caption>
ADVISORY FEES PAID
FUND FISCAL YEAR END (AFTER ANY FEE WAIVERS)
- ---- ---------------- -----------------------
INDEX Bond Index Fund March 31, 2004 $ 57,489
SDIT Short-Duration Government Fund January 31, 2004 $ 268,000
SDIT Intermediate-Duration Government Fund January 31, 2004 $ 147,000
SDIT GNMA Fund January 31, 2004 $ 295,000
SDIT Corporate Daily Income Fund January 31, 2004 $ 218,000
STET California Tax Exempt Fund August 31, 2003 $ 11,000
STET Tax Free Fund August 31, 2003 $ 343,000
STET Institutional Tax Free Fund August 31, 2003 $ 529,000
STET Pennsylvania Tax Free Fund August 31, 2003 $ 19,000
</Table>
16
<Page>
NEW INVESTMENT ADVISORY AGREEMENTS. At a meeting of the Board of Trustees
held on June 17, 2004, and subject to approval by Shareholders of the respective
Funds, the Trustees approved SIMC as investment adviser to the Bond Index Fund
of INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA,
and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax
Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET, and those
Funds' current advisers, Standish Mellon, Wellington Management and WPG, as
sub-advisers to the Funds, based upon the Board's determination that the
selection of SIMC to provide the investment advisory and "manager of managers"
services as described herein will better optimize each Fund's chances of
achieving its investment objective.
Other than the identity of the investment adviser and provisions concerning
the "manager of managers" structure, there are no material differences between
the Investment Advisory Agreements and the Previous Advisory Agreements. For
example, the advisory fees are identical, and the standards of care and
limitations of liability are the same, except as noted below.
SIMC'S DUTIES UNDER THE INVESTMENT ADVISORY AGREEMENTS. Under the
Investment Advisory Agreements, SIMC will serve as investment adviser and
"manager of managers" to each Fund. SIMC will provide its proprietary investment
adviser selection, monitoring, and asset allocation services to the Funds.
Subject to Board approval (but not shareholder approval), SIMC, in turn, will
enter into investment sub-advisory agreements with one or more sub-advisers who
will make specific investment decisions with respect to the assets (or a portion
of the assets) of each Fund. Under the Investment Advisory Agreements, SIMC will
also continuously review and supervise each Fund's investment program. Subject
to Board approval, SIMC in the future may provide specific portfolio security
advice with respect to all or some portion of a Fund's assets, but SIMC does not
currently expect to request such approval.
SIMC will perform internal due diligence on prospective sub-advisers for
each Fund and monitor sub-adviser performance using its proprietary investment
adviser selection and monitoring process. SIMC will be responsible for
communicating performance targets and evaluations to sub-advisers, supervising
each sub-adviser's compliance with a Fund's investment objective and policies,
authorizing sub-advisers to engage in certain investment techniques for a Fund,
and recommending to the Board of Trustees whether investment sub-advisory
agreements should be renewed, modified or terminated. SIMC also will recommend
to the Board of Trustees the addition of new sub-advisers, as it deems
appropriate.
SUB-ADVISORY SERVICES UNDER THE "MANAGER OF MANAGERS" STRUCTURE. As
discussed above, at the June 17, 2004 meeting, the Board of Trustees approved
the Funds' current advisers, Standish Mellon, Wellington Management and WPG, as
the investment sub-adviser to each respective Fund, subject to shareholder
approval of the "manager of managers" structure described in this Proxy
Statement. If Shareholders approve this structure, Standish Mellon, Wellington
Management and WPG will serve as sub-advisers to each respective Fund under a
sub-advisory agreement between Standish Mellon, Wellington Management and WPG
and SIMC, respectively. As sub-advisers to the Funds, Standish Mellon,
Wellington Management and WPG will be responsible for the day-to-day investment
management of all or a discrete portion of their respective Funds' assets
allocated to it by SIMC. Standish Mellon, Wellington Management and WPG will be
authorized to make investment decisions for their respective Funds and place
orders on each Fund's behalf to effect those investment decisions. As the
"manager of managers" of each Fund, SIMC will oversee Standish Mellon,
Wellington Management and WPG to ensure compliance with each Fund's investment
objective and guidelines, and will monitor their adherence to each Fund's
investment style. Shortly after Standish Mellon, Wellington Management and WPG
begin acting as sub-advisers under this structure, each Fund will provide
shareholders with information about Standish Mellon, Wellington Management and
WPG and their investment sub-advisory agreements with SIMC.
COMPENSATION. For its services as investment adviser and "manager of
managers" of each Fund, SIMC will receive a fee from the Funds. The chart below
provides information about the fees that each Fund will pay
17
<Page>
under each Investment Advisory Agreement. These are the same contractual fees
that were paid to the previous advisers. SIMC will pay any sub-advisers out of
the investment advisory fee it receives. The Funds are not responsible for
paying the sub-advisers' advisory fees.
<Table>
<Caption>
FUND CONTRACTUAL FEE
---- ---------------
INDEX Bond Index Fund 0.07%
SDIT Short-Duration Government Fund 0.10% up to $500 million; 0.075% between $500
SDIT Intermediate-Duration Government Fund million and $1 billion; and 0.05% over $1
SDIT GNMA Fund billion, based on the combined assets of the
Intermediate-Duration Government, Short-Duration
Government, and GNMA Funds
SDIT Corporate Daily Income Fund 0.10% up to $500 million; 0.075% between $500
million and $1 billion; and 0.05% over $1
billion, based on the combined assets of the
Corporate Daily Income and Treasury Securities
Daily Income Funds
STET California Tax Exempt Fund 0.05% up to $500 million; 0.04% next $500
STET Tax Free Fund million; 0.03% over $1 billion, calculated by
STET Institutional Tax Free Fund aggregating the assets of the California Tax
STET Pennsylvania Tax Free Fund Exempt, Tax Free, Institutional Tax Free and
Pennsylvania Tax Free Funds and applying this
fee schedule and then allocating the fee to each
of these Funds based upon their relative net
assets
</Table>
SIMC and its affiliates that are service providers to the Funds have
voluntarily agreed to waive fees to keep the Funds' total expense ratios at
specified levels. These voluntary fee waivers may be discontinued at any time;
however, SIMC and its affiliates have no current intention to discontinue these
voluntary fee waivers.
DURATION AND TERMINATION. Unless terminated earlier, each Investment
Advisory Agreement will continue in effect as to a Fund for an initial two year
term, and will continue thereafter for periods of one year for so long as such
continuance is specifically approved at least annually as required by the 1940
Act.
Each Investment Advisory Agreement will terminate automatically in the
event of its assignment. In addition, each Investment Advisory Agreement may be
terminated at any time without penalty by the Trustees or by a vote of a
majority of the outstanding shares of a Fund on not less than 30 days' nor more
than 60 days' written notice to SIMC. In addition, each Investment Advisory
Agreement is terminable by SIMC upon 90 days' written notice to the Trust. The
duration and termination provisions of the Investment Advisory Agreements are
identical to the duration and termination provisions of the Previous Advisory
Agreements.
LIMITATION OF LIABILITY. SIMC will discharge its responsibilities under the
Investment Advisory Agreements subject to the general supervision of, and any
policies set by, the Board of Trustees. Under the Investment Advisory
Agreements, SIMC is not liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or omission in
carrying out its duties under the Investment Advisory Agreements (except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard by SIMC of its
obligations or duties under the Investment Advisory Agreements, except as may
otherwise be provided under provisions of applicable state and Federal law
18
<Page>
to the extent such provisions cannot be waived or modified by the Investment
Advisory Agreements). The limitation of liability provisions of the Investment
Advisory Agreements are identical to the limitation of liability provisions of
the Previous Advisory Agreements with the exception of the Previous Advisory
Agreement for the Short-Duration Government, Intermediate-Duration Government
and GNMA Funds of SDIT, which provides that no provision of the Agreement shall
be deemed to protect Wellington Management against any liability to SDIT or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in performance of its duties or the
reckless disregard of its obligations under the agreement.
DESCRIPTION OF THE INVESTMENT ADVISER. SIMC is a wholly-owned subsidiary
of SEI Investments Company ("SEI"), a financial services company located at
One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI was founded in 1968
and is a leading provider of investment solutions to banks, institutional
investors, investment advisers, and insurance companies. SIMC, and its
predecessor, began managing as a "manager of managers" in 1995 and has
significant experience providing advice to investors regarding the selection
and evaluation of investment advisers. As of June 30, 2004, SIMC acted in a
similar "manager of managers" role with respect to $59.7 billion of client
assets.
Listed below are the names and principal occupations of each director and
the executive officers of SIMC. The principal business address of each director
and the executive officers, as it relates to their duties at SIMC, is One
Freedom Valley Drive, Oaks, Pennsylvania 19456.
<Table>
<Caption>
NAME TITLE
- ---- -----
Edward D. Loughlin Director & President
Carl A. Guarino Director & Executive Vice President
Robert Crudup Senior Vice President
Wayne Withrow Senior Vice President
Timothy D. Barto General Counsel, Vice President & Secretary
Lydia A. Gavalis Vice President & Assistant Secretary
Christine McCullough Vice President & Assistant Secretary
Richard A. Deak Vice President & Assistant Secretary
John C. Munch Assistant Secretary
William E. Zitelli, Jr. Assistant Secretary
Rosanne Miller Assistant Secretary
Lori L. White Assistant Secretary
Thomas D. Jones Chief Compliance Officer & Assistant Secretary
David Campbell Vice President
Vincent Chu Vice President
Jim Combs Vice President
Karl Dasher Vice President & Chief Investment Officer
Scott W. Dellorfano Vice President
Michael Cagina Vice President
Greg Gettinger Vice President
Kathy Heilig Vice President & Treasurer
Lori Heinel Vice President
Paul Klauder Vice President
Jack May Vice President
Carolyn McLaurin Vice President
James V. Morris Vice President
Stephen Onofrio Vice President
Alison Saunders Vice President
</Table>
19
<Page>
<Table>
<Caption>
NAME TITLE
- ---- -----
Brandon Sharrett Vice President
Frank Sidoti Vice President
Kathryn L. Stanton Vice President
Raymond B. Webster Vice President
</Table>
Listed below are the names of each officer of the Funds who is an officer
or employee of SIMC.
<Table>
<Caption>
NAME POSITION WITH FUND POSITION WITH SIMC
- ---- ------------------------------------ -------------------------------------
Edward D. Loughlin President & Chief Executive Officer Director & President
Timothy D. Barto Vice President & Secretary General Counsel, Vice President &
Secretary
Lydia A. Gavalis Vice President & Assistant Secretary Vice President & Assistant Secretary
Christine M. McCullough Vice President & Assistant Secretary Vice President & Assistant Secretary
William E. Zitelli, Jr. Vice President & Assistant Secretary Assistant Secretary
Thomas D. Jones Chief Compliance Officer Chief Compliance Officer & Assistant
Secretary
John J. McCue Vice President Director of Portfolio Implementations
& Managing Director of Money Market
Investments
</Table>
OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES. SIMC serves as investment
adviser and "manager of managers" to the following fund that has investment
objectives similar to those of the California Tax Exempt, Tax Free,
Institutional Tax Free, and Pennsylvania Tax Free Funds of STET. The following
table provides comparative information on fees paid to SIMC for managing the
fund with investment objectives similar to those of the California Tax Exempt,
Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds.
<Table>
<Caption>
NET ASSETS OF FUND AS OF
NAME OF FUND JUNE 30, 2004 MANAGEMENT FEE (% OF NET ASSETS)
- ---------------------- ------------------------ ---------------------------------------------
STET Massachusetts Tax Free $ 67,740,486 0.05% on the first $500 million; 0.04% on the
Money Market Fund next $500 million; and 0.03% thereafter
</Table>
SIMC does not manage any funds that have investment objectives similar to
the Bond Index Fund of INDEX or the Short-Duration Government,
Intermediate-Duration Government, GNMA or Corporate Daily Income Funds of SDIT.
TRUSTEES' CONSIDERATIONS. At a meeting of the Board of Trustees held on
June 17, 2004, the Board of Trustees reviewed SIMC's qualifications to act as
each Fund's investment adviser and "manager of managers," placing particular
emphasis on: (i) SIMC's proposed role in recommending, monitoring and
terminating sub-advisers, subject to the Board of Trustees' oversight; and (ii)
SIMC's performance as "manager of managers" and investment adviser for the other
Funds in the SEI Funds family. The Trustees received oral information regarding
SIMC's key personnel, its experience in selection and evaluation of sub-advisers
and research performed by SIMC and others that had led SIMC to recommend a
"manager of managers" structure.
In unanimously approving (and recommending that Shareholders approve) SIMC
as investment adviser and "manager of managers" to the Bond Index Fund of INDEX;
the Short-Duration Government, Intermediate-Duration Government, GNMA, and
Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax Free,
Institutional Tax Free, and Pennsylvania Tax Free Funds of STET and the
Investment Advisory
20
<Page>
Agreements with respect to those Funds, the Trustees carefully evaluated the
experience of SIMC's key personnel in serving as a "manager of managers" for
other institutional funds in the SEI Funds family, and the nature and quality of
services SIMC is expected to provide to the Funds. The Trustees also considered:
(i) each Fund's distinct investment objective and policies; (ii) that the total
compensation payable to SIMC by the Funds under the Investment Advisory
Agreements will be at the same rate as the compensation payable under the
Previous Advisory Agreements; (iii) the history, reputation, qualification and
background of SIMC, as well as the qualifications of its personnel and its
financial condition; (iv) SIMC's performance record; (v) each Fund's
performance; (vi) the benefits to each Fund expected to be realized as a result
of implementing the proposed "manager of managers" structure for the Fund; and
(vii) other factors deemed relevant. In addition, the Trustees considered the
fees to be paid to SIMC in comparison to those being charged in the relevant
segment of the mutual fund business. The Trustees used this information, as well
as other information they obtained independently, to help them decide whether to
approve SIMC as each Fund's "manager of managers" and investment adviser and the
Investment Advisory Agreements.
VOTING REQUIREMENTS FOR PROPOSAL 3. Approval of Proposal 3 with respect to
a Fund requires the favorable vote of a majority of outstanding voting shares of
that Fund as defined by the 1940 Act.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
PROPOSAL 4. TO APPROVE ELIMINATING OR RECLASSIFYING CERTAIN FUNDAMENTAL
POLICIES AND RESTRICTIONS FOR ALL FUNDS, EXCEPT FOR: THE TREASURY
SECURITIES FUND OF SLAT AND THE MONEY MARKET, PRIME OBLIGATION,
GOVERNMENT, TREASURY AND TREASURY II FUNDS OF SDIT.
The Board of Trustees recommends that Shareholders approve eliminating or
reclassifying certain fundamental investment policies for all Funds, except for:
the Treasury Securities Fund of SLAT and the Money Market, Prime Obligation,
Government, Treasury and Treasury II Funds of SDIT, as described below.
GENERAL DESCRIPTION OF 1940 ACT REQUIREMENTS. Each Fund operates in
accordance with the investment objectives, policies and restrictions described
in its prospectus and statement of additional information. The 1940 Act requires
that each Fund classify specific investment policies as fundamental policies and
requires a shareholder vote to make changes to those policies. Other policies
not enumerated in the 1940 Act can be designated by a Fund as fundamental, and
if so designated, may only be changed by shareholder vote or can be designated
as non-fundamental and may be changed by a vote of the Board of Trustees.
Since the time each Fund was created, there have been a number of changes
in the laws and regulations that govern management investment companies (mutual
funds), such as the Funds. First, significant federal legislation in 1996
pre-empted state regulation of all mutual funds. As a result, many investment
policies previously imposed on the Funds by various states are no longer
required. Second, significant changes to Rule 2a-7 under the 1940 Act, which
governs the investments and operations of money market funds, took effect during
the 1990s. Thus, many of the current fundamental policies of the Funds reflect
outdated regulatory requirements or predate the current requirements of Rule
2a-7 and are, in significant respects, more restrictive than the 1940 Act and
Rule 2a-7 currently require. In addition, new types of investment techniques and
money market instruments have been developed, which the Funds may not be
permitted to use or invest in because of their outdated fundamental policies.
SIMC performed a comprehensive review of the Funds' fundamental policies,
and based on the recommendations of SIMC, the Board of Trustees has approved
policy revisions that are designed to: (i) simplify and modernize those
policies that are required to be fundamental; and (ii) eliminate or reclassify
as non-fundamental those fundamental policies that are no longer required to be
fundamental or that are no longer necessary.
21
<Page>
In some cases the Board of Trustees recommends that fundamental policies be
amended or eliminated completely. In certain cases, the Board of Trustees has
approved non-fundamental policies that in effect reclassify all or part of a
fundamental policy into a non-fundamental policy. While not specifically subject
to shareholder approval, the non-fundamental policies approved by the Board will
not take effect unless the related change to the fundamental policy is approved
by Shareholders. Once converted to non-fundamental, a policy may be changed
without shareholder approval. If the Board decides in the future to change or
eliminate a reclassified non-fundamental policy, the change would be disclosed
in the Funds' prospectus(es) or statement of additional information, as
required.
Approval of these changes by Shareholders would allow the Funds greater
flexibility to respond to a changing investment environment. The Board of
Trustees also believes that the proposed changes will enhance the Funds'
investment adviser's ability to manage the Funds' investment portfolios. In
addition, by reducing to a minimum those policies that can be changed only by
shareholder vote, the Funds in the future may be able to avoid the cost and
delay associated with a shareholder meeting. The Funds that are money market
funds will continue to be subject to the requirements of Rule 2a-7.
Each proposed change to a Fund's fundamental policies recommended by the
Board of Trustees is discussed in detail below. In order to help you understand
the proposed changes, attached as Exhibit E is a list of the Funds' current
fundamental policies proposed to be replaced by new fundamental and/or
non-fundamental policies or to be eliminated.
VOTING REQUIREMENTS FOR PROPOSAL 4. Approval of each item of Proposal 4
requires the favorable vote of a majority of outstanding voting shares of a Fund
as defined by the 1940 Act. Proposal 4 is separated into separate items. YOU MAY
VOTE FOR PROPOSAL 4 AS A GROUP OR BY EACH ITEM. If you vote on Proposal 4 as a
group, a Fund will record your votes as having been cast "FOR" or "AGAINST,"
according to your vote, each applicable item within Proposal 4. Alternatively,
you may vote separately for or against each item. If your proxy card(s) includes
a vote on Proposal 4 as a group and separate votes on specific items, your vote
on Proposal 4 as a group will control and will be recorded as your intended
vote, except with respect to those specific items for which you have voted
separately, in which case your separate votes will control with respect to such
items and will be recorded as your intended vote.
If Shareholders approve some, but not all, items of Proposal 4, a Fund will
have a combination of certain current fundamental policies and certain new
fundamental and/or non-fundamental policies. Fundamental policies approved by
the Shareholders would become effective immediately after the Meeting. However,
it is not expected that the changes in fundamental policies will materially
change the manner in which the Funds are managed.
22
<Page>
ITEM 4 (a) - FUNDAMENTAL POLICY REGARDING DIVERSIFICATION
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding diversification.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Growth, SIMT Large Cap With respect to 75% of its assets
Value, SIMT Tax-Managed Large Cap, (total assets for the STET Short
SIMT Mid-Cap, SIMT Small Cap Growth, Duration Municipal, SIT International
SIMT Small Cap Value, SIMT Tax-Managed Equity and SIT Emerging Markets
Small Cap, SIMT Core Fixed Income, Equity Funds), no Fund may: (i)
SIMT High Yield Bond, SIT purchase the securities of any issuer
International Equity, SIT Emerging (except securities issued or guaranteed
Markets Equity, STET Short Duration by the U.S. Government, its agencies or
Municipal, SDIT Corporate Daily instrumentalities) if, as a result,
Income, SDIT Short-Duration more than 5% of its total assets would
Government, SDIT Intermediate-Duration be invested in the securities of such
Government and SDIT GNMA Funds issuer; or (ii) acquire more than 10%
of the outstanding voting securities
(voting securities for the SDIT
Corporate Daily Income, SDIT
Short-Duration Government, SDIT
Intermediate-Duration Government and
SDIT GNMA Funds) of any one issuer.
INDEX S&P 500 Index and INDEX Bond No Fund may purchase securities of any
Index Funds issuer (except securities issued or
guaranteed by the U.S. Government, its
agencies or instrumentalities) if, as a
result, more than 5% of the Fund's
total assets would be invested in the
securities of such issuer. This
restriction applies to 75% of each
Fund's total assets.
SDIT Government II, STET Tax Free, No Fund may purchase securities of any
STET Institutional Tax Free, STET issuer (except securities issued or
California Tax Exempt, STET guaranteed by the U.S. Government, its
Pennsylvania Tax Free, STET agencies or instrumentalities), if as a
Intermediate-Term Municipal and STET result, more than 5% of the total
Pennsylvania Municipal Bond Funds assets of the Fund (based on current
market value at the time of investment
for the STET Tax Free, STET
Institutional Tax Free, STET California
Tax Exempt, STET Pennsylvania Tax Free,
STET Intermediate-Term Municipal and
STET Pennsylvania Municipal Bond Funds)
would be invested in the securities of
such issuer; provided, however that
each Fund (except the STET
Intermediate-Term Municipal and STET
Pennsylvania Municipal Bond Funds) may
invest up to 25% of its total assets
without regard to this restriction of,
and as permitted by, Rule 2a-7 under
the 1940 Act.
No Fund may acquire more than 10% of
the voting securities of any one
issuer.
</Table>
PROPOSED FUNDAMENTAL POLICY. No Fund may purchase securities of an issuer
if it would cause the Fund to fail to satisfy the diversification requirements
for a diversified management company under the 1940 Act, the
23
<Page>
rules or regulations thereunder or any exemption therefrom, as such statute,
rules or regulations may be amended or interpreted from time to time.
ANALYSIS OF PROPOSED CHANGES. Each Fund listed above is classified as a
"diversified" mutual fund. This Proposal does not seek to change the Funds'
status as diversified mutual funds, but to provide the Funds with maximum
flexibility allowed for diversified mutual funds under the 1940 Act. The
proposed fundamental policy will require a Fund to comply with the
limitations imposed by the 1940 Act on "diversified" mutual funds. Section
5(b) of the 1940 Act prohibits a "diversified" mutual fund from purchasing
securities of any one issuer if, at the time of purchase, more than 5% of the
fund's total assets would be invested in securities of that issuer or the
fund would own or hold more than 10% of the outstanding voting securities of
that issuer, except that up to 25% of the fund's total assets may be invested
without regard to this limitation. The 5% limitation does not apply to
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or to securities issued by other investment companies.
In addition to the limitations imposed on "diversified" funds, money
market funds are subject to additional, stricter diversification requirements
imposed by Rule 2a-7 under the 1940 Act. Rule 2a-7 limits a money market fund
to investing no more than 5% of its assets in the securities of a single
issuer. This requirement applies with respect to 100% of a money market
fund's assets, in contrast to Section 5(b) diversification requirements,
which apply only with respect to 75% of a non-money market fund's assets.
Rule 2a-7 does provide a safe harbor for a money market fund to invest up to
25% of its assets in securities of a single issuer, but only for a period of
up to three days.
PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying
each Fund's current fundamental policy regarding diversification as a
non-fundamental policy. The reclassification of each Fund's current fundamental
policy to a non-fundamental policy is not expected to affect the management of
the Fund. The Board of Trustees would be able to make changes to the
non-fundamental policy in the future if deemed to be in the best interests of
the Funds and their shareholders. Accordingly, should Shareholders approve this
Proposal, the non-fundamental policy described in Exhibit E will take effect.
24
<Page>
ITEM 4 (b) - FUNDAMENTAL POLICY REGARDING CONCENTRATION
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding concentration.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Growth, SIMT Large Cap No Fund may purchase any securities
Value, SIMT Tax-Managed Large Cap, which would cause more than 25% (25% or
SIMT Mid-Cap, SIMT Small Cap Growth, more for the STET Short Duration
SIMT Small Cap Value, SIMT Tax-Managed Municipal Fund) of the total assets of
Small Cap, SIMT Core Fixed Income, the Fund (based on current value at the
SIMT High Yield Bond, SIT time of such purchase for the STET Tax
International Equity, SIT Emerging Free, STET Institutional Tax Free, STET
Markets Equity, SIT Emerging Markets California Tax Exempt, STET
Debt, SIT International Fixed Income, Intermediate-Term Municipal, STET
STET Tax Free, STET Institutional Tax Pennsylvania Municipal Bond, STET
Free, STET California Tax Exempt, STET Pennsylvania Tax Free, STET California
Intermediate-Term Municipal, STET Municipal Bond, STET Massachusetts
Pennsylvania Municipal Bond, STET Municipal Bond, STET New Jersey
Pennsylvania Tax Free, STET Short Municipal Bond and STET New York
Duration Municipal, INDEX S&P 500 Municipal Bond Funds) to be invested in
Index, INDEX Bond Index, STET the securities of one or more issuers
California Municipal Bond, STET conducting their principal business
Massachusetts Municipal Bond, STET New activities in the same industry,
Jersey Municipal Bond and STET New provided that this limitation does not
York Municipal Bond Funds apply to investments in obligations
(securities for the STET Short Duration
Municipal, SIT International Equity,
SIT Emerging Markets Equity and SIT
Emerging Markets Debt Funds) issued or
guaranteed by the U.S. Government, its
agencies or instrumentalities and, with
respect to the STET California
Municipal Bond, STET Massachusetts
Municipal Bond, STET New Jersey
Municipal Bond and STET New York
Municipal Bond Funds, to investments in
tax-exempt securities issued by
governments or political subdivisions
of governments.
SDIT Corporate Daily Income, SDIT No Fund may purchase any securities
Short-Duration Government, SDIT which would cause 25% or more of the
Intermediate-Duration Government, SDIT total assets of the Fund to be invested
GNMA and SDIT Government II Funds in the securities of one or more
issuers conducting their principal
business activities in the same
industry, provided that this limitation
does not apply to investments in (a)
domestic banks and (b) obligations
issued or guaranteed by the U.S.
Government or its agencies and
instrumentalities.
</Table>
25
<Page>
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
STET Tax Free, STET Institutional Tax No Fund may invest more than 25% of its
Free, STET Intermediate-Term Municipal total assets in issuers within the same
and STET Pennsylvania Municipal Bond state or similar type projects (except
Funds in specified categories). For the STET
Pennsylvania Municipal Bond Fund, this
limitation does not apply to the extent
stated in its investment objective and
policies.
STET Massachusetts Tax Free Money No Fund may purchase any securities
Market Fund which would cause more than 25% of the
total assets of the Fund, based on
current value at the time of such
purchase, to be invested in the
securities of one or more issuers
conducting their principal business
activities in the same industry,
provided that this limitation does not
apply to investments in (a) obligations
issued or guaranteed by the U.S.
Government or its agencies and
instrumentalities, or (b) obligations
of state or municipal governments and
their political subdivisions.
</Table>
PROPOSED FUNDAMENTAL POLICY. No Fund may concentrate investments in a
particular industry or group of industries, as concentration is defined under
the 1940 Act, the rules and regulations thereunder or any exemption therefrom,
as such statute, rules or regulations may be amended or interpreted from time to
time.
ANALYSIS OF PROPOSED CHANGES. The 1940 Act generally requires the Funds to
adopt a fundamental policy regarding concentration of investments in particular
industries. It is currently the SEC staff's position that if 25% or more of the
value of a fund's assets are invested in securities of issuers in one industry,
that fund's investments will be deemed to be concentrated in that industry.
However, this 25% limitation does not apply to: (i) fund investments in
government securities; (ii) municipal bond fund investments in industrial
development and pollution control bonds; and (iii) fund investments in certain
obligations of domestic banks.
The proposed policy is more flexible than the current policy, and would
permit the Funds to take appropriate and timely action in the future to amend
the Funds' policies in response to market or regulatory changes, without the
delay and cost associated with a shareholder meeting. The Board of Trustees
anticipates taking such action only in the event that the SEC changes its
position on the meaning of industry concentration.
PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying
each Fund's current fundamental policy regarding concentration as a
non-fundamental policy. The reclassification of each Fund's current fundamental
policy to a non-fundamental policy is not expected to affect the management of
the Fund. The Board of Trustees would be able to make changes to the
non-fundamental policy in the future if deemed to be in the best interests of
the Funds and their shareholders. Accordingly, should Shareholders approve this
Proposal, the non-fundamental policy described in Exhibit E will take effect.
26
<Page>
ITEM 4 (c) - FUNDAMENTAL POLICIES REGARDING BORROWING AND SENIOR SECURITIES
CURRENT FUNDAMENTAL POLICIES. The chart below describes each applicable
Fund's current fundamental policy regarding borrowing and senior securities.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Growth, SIMT Large Cap No Fund may borrow money in an amount
Value, SIMT Tax-Managed Large Cap, exceeding 33 1/3% of the value of its
SIMT Mid-Cap, SIMT Small Cap Growth, total assets, provided that, for
SIMT Small Cap Value, SIMT Tax-Managed purposes of this limitation, investment
Small Cap, SIMT Core Fixed Income, strategies which either obligate a Fund
SIMT High Yield Bond, SIT to purchase securities or require a
International Equity, SIT Emerging Fund to segregate assets are not
Markets Equity, SIT Emerging Markets considered to be borrowings. To the
Debt, STET California Municipal Bond, extent that its borrowings exceed 5% of
STET Massachusetts Municipal Bond, its assets: (i) all borrowings will be
STET New Jersey Municipal Bond and repaid before a Fund makes additional
STET New York Municipal Bond Funds investments and any interest paid on
such borrowings will reduce income; and
(ii) asset coverage of at least 300% is
required.
No Fund may issue senior securities (as
defined in the 1940 Act) except as
permitted by rule, regulation or order
of the SEC.
All SAAT Funds Each Fund may borrow money in an amount
up to 33 1/3% of the value of its total
assets, provided that, for purposes of
this limitation, investment strategies
which either obligate a Fund to
purchase securities or require a Fund
to segregate assets are not considered
to be borrowings. Except where a Fund
has borrowed money for temporary
purposes in amounts not exceeding 5% of
its assets, asset coverage of 300% is
required for all borrowings.
No Fund may issue senior securities (as
defined in the 1940 Act) except as
permitted by rule, regulation or order
of the SEC.
SIMT Real Estate and STET Short No Fund may borrow money in an amount
Duration Municipal Funds exceeding 33 1/3% of the value of its
total assets, provided that, for
purposes of this limitation, investment
strategies that either obligate the
Fund to purchase securities or require
the Fund to segregate assets are not
considered to be borrowing. Asset
coverage of at least 300% is required
for all borrowing, except where the
Fund has borrowed money for temporary
purposes in an amount not exceeding 5%
of its total assets.
No Fund may issue senior securities (as
defined in the 1940 Act) except as
permitted by rule, regulation or order
of the SEC.
</Table>
27
<Page>
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may borrow money except for
Short-Duration Government, SDIT temporary or emergency purposes and
Intermediate-Duration Government, SDIT then only in an amount not exceeding
GNMA, SDIT Government II, INDEX S&P 10% of the value of the total assets of
500 Index, INDEX Bond Index and SIT that Fund. This borrowing provision is
International Fixed Income Funds included solely to facilitate the
orderly sale of portfolio securities to
accommodate substantial redemption
requests if they should occur and is
not for investment purposes. All
borrowings will be repaid before the
Fund makes additional investments and
any interest paid on such borrowings
will reduce the income of that Fund.
No Fund may issue senior securities (as
defined in the 1940 Act) except in
connection with permitted borrowings as
described in its prospectuses and
statement of additional information for
the SIT International Fixed Income Fund
and its statement of additional
information for each other Fund or as
permitted by rule, regulation or order
of the SEC.
STET Tax Free, STET Institutional Tax No Fund may borrow money except for
Free, STET California Tax Exempt, STET temporary or emergency purposes and
Intermediate-Term Municipal, STET then only in an amount not exceeding
Pennsylvania Municipal Bond and STET 10% of the value of total assets. The
Pennsylvania Tax Free Funds SDIT California Tax Exempt Fund has a
fundamental policy that, to the extent
such borrowing exceeds 5% of the value
of the Fund's total assets, borrowing
will be done from a bank and in
accordance with the requirements of the
1940 Act. This borrowing provision is
included solely to facilitate the
orderly sale of portfolio securities to
accommodate heavy redemption requests
if they should occur and is not for
investment purposes. All borrowings of
the Funds, in excess of 5% of their
total assets, will be repaid before
making additional investments and any
interest paid on such borrowings will
reduce income.
No Fund may issue senior securities (as
defined in the 1940 Act) except in
connection with permitted borrowings as
described in its statement of
additional information or as permitted
by rule, regulation or order of the
SEC.
</Table>
28
<Page>
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
STET Massachusetts Tax Free Money No Fund may borrow, except that the
Market Fund Fund may (a) borrow from banks for
temporary or emergency purposes,
including the meeting of redemption
requests which might otherwise require
the untimely disposition of securities,
and (b) to the extent consistent with
the Fund's investment objective and
policies, enter into reverse repurchase
agreements, forward roll transactions
and similar investment techniques and
strategies. To the extent it engages in
transactions described in (a) and (b),
the Fund will be limited so that no
more than 33 1/3% of its total assets
(including the amount borrowed), less
liabilities (not including the amount
borrowed) valued at the time the
borrowing is made, is derived from such
transactions.
No Fund may issue senior securities (as
defined in the 1940 Act) except in
connection with permitted borrowings as
described in its statement of
additional information or as permitted
by the 1940 Act, and any rule,
regulation or order of the SEC
thereunder.
</Table>
PROPOSED FUNDAMENTAL POLICY. No Fund may borrow money or issue senior
securities (as defined in the 1940 Act), except to the extent permitted under
the 1940 Act, the rules and regulations thereunder or any exemption therefrom,
as such statute, rules or regulations may be amended or interpreted from time to
time.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to
adopt fundamental policies regarding borrowing and issuance of senior
securities. The 1940 Act presently limits a fund's ability to borrow, except for
borrowings from banks so long as the fund maintains 300% asset coverage. Over
time, the SEC has acknowledged the existence of new types of investment
practices that technically may be considered borrowings, but that may be
permissible investment practices for a fund. The 1940 Act generally prohibits
the Funds from issuing senior securities, although it provides allowances for
certain borrowings and other investments, which would otherwise be viewed as
issuing senior securities such as short sales or reverse repurchase agreements,
if Fund assets are earmarked or segregated to cover such obligations.
Currently, the Funds have two separate fundamental policies for borrowing
and issuance of senior securities. The current fundamental policy regarding
borrowing is more restrictive than the current practices permitted under the
1940 Act. As a result, it is proposed that the Funds adopt a more flexible
single fundamental policy to address both borrowing and issuance of senior
securities. This would permit the Funds to adapt to future developments in
investment practices and changes in laws and regulations without the delay and
cost of a shareholder meeting.
PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying
each Fund's current fundamental policy regarding borrowing and issuance of
senior securities as a non-fundamental policy. The reclassification of each
Fund's current fundamental policies to a non-fundamental policy is not expected
to affect the management of the Fund. The Board of Trustees would be able to
make changes to the non-fundamental policy in the future if deemed to be in the
best interests of the Funds and their shareholders. Accordingly, should
Shareholders approve this Proposal, the non-fundamental policy described in
Exhibit E will take effect.
29
<Page>
ITEM 4 (d) - FUNDAMENTAL POLICY REGARDING LENDING
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding lending.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Growth, SIMT Large Cap No Fund may make loans if, as a result,
Value, SIMT Tax-Managed Large Cap, more than 33 1/3% of its total assets
SIMT Mid-Cap, SIMT Small Cap Growth, would be lent to other parties, except
SIMT Small Cap Value, SIMT Tax-Managed that each Fund may: (i) purchase or
Small Cap, SIMT Core Fixed Income, hold debt instruments in accordance
SIMT High Yield Bond, SIMT Real with its investment objective and
Estate, SIT International Equity, SIT policies; (ii) enter into repurchase
Emerging Markets Equity, SIT Emerging agreements; and (iii) lend its
Markets Debt, STET Short Duration securities (for the STET Massachusetts
Municipal, STET California Municipal Tax Free Money Market Fund, loan its
Bond, STET Massachusetts Municipal portfolio securities, to the fullest
Bond, STET New Jersey Municipal Bond, extent permitted under the 1940 Act,
STET New York Municipal Bond and STET and any rules, regulations or order
Massachusetts Tax Free Money Market thereunder).
Funds
All SAAT Funds No Fund may make loans if, as a result,
more than 33 1/3% of its total assets
would be loaned to other parties.
SDIT Corporate Daily Income, SDIT No Fund may make loans, except that
Short-Duration Government, SDIT each Fund may purchase or hold debt
Intermediate-Duration Government, SDIT instruments in accordance with its
GNMA, SDIT Government II, STET Tax investment objective(s) and policies
Free, STET Institutional Tax Free, and may enter into repurchase
STET California Tax Exempt, STET agreements, provided that repurchase
Intermediate-Term Municipal, STET agreements maturing in more than seven
Pennsylvania Municipal Bond and STET days, restricted securities and other
Pennsylvania Tax Free Funds illiquid securities are not to exceed,
in the aggregate, 10% of the Fund's net
assets, except for the STET
Intermediate-Term Municipal Fund, for
which it cannot exceed 15% of the STET
Intermediate-Term Municipal Fund's net
assets.
INDEX S&P 500 Index, INDEX Bond Index No Fund may make loans, except that
and SIT International Fixed Income each Fund: (i) may enter into
Funds repurchase agreements, provided that
repurchase agreements and time deposits
maturing in more than seven days, and
other illiquid securities, including
securities which are not readily
marketable or are restricted, are not
to exceed, in the aggregate, 10% of the
Fund's total assets; (ii) may engage in
securities lending as described in its
statement of additional information (as
well as its prospectus for the SIT
International Fixed Income Fund); and
(iii) may purchase or hold debt
instruments (securities for the SIT
International Fixed Income Fund) in
accordance with its investment
objective(s) and policies.
</Table>
30
<Page>
PROPOSED FUNDAMENTAL POLICY. No Fund may make loans, except to the extent
permitted under the 1940 Act, the rules and regulations thereunder or any
exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to
adopt fundamental policies regarding lending. Although the 1940 Act does not
impose percentage limits on the amount that funds may lend, the 1940 Act
prohibits funds from making loans to persons who control or are under common
control with the funds, effectively prohibiting loans where conflicts of
interest or undue influence are most likely present.
It is proposed that the Funds adopt a more flexible fundamental policy.
This fundamental lending policy would limit the Funds only as required by the
1940 Act, thereby permitting the Funds to adapt to future developments in
investment practices and changes in laws and regulations without the delay and
cost of a shareholder meeting.
PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying
each Fund's current fundamental policy regarding lending as a non-fundamental
policy. The reclassification of each Fund's current fundamental policy to a
non-fundamental policy is not expected to affect the management of the Fund. The
Board of Trustees would be able to make changes to the non-fundamental policy in
the future if deemed to be in the best interests of the Funds and their
shareholders. Accordingly, should Shareholders approve this Proposal, the
non-fundamental policy described in Exhibit E will take effect.
ITEM 4 (e) - FUNDAMENTAL POLICY REGARDING PLEDGING AND MORTGAGING OF FUND
ASSETS
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding pledging and mortgaging of Fund
assets.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may pledge, mortgage or
Short-Duration Government, SDIT hypothecate assets except to secure
Intermediate-Duration Government, SDIT temporary borrowings permitted by a
GNMA, SDIT Government II, INDEX S&P Fund's borrowing limitation described
500 Index, INDEX Bond Index, SIT above (or as described in its
International Fixed Income, STET Tax prospectus for the SIT International
Free, STET Institutional Tax Free, Fixed Income Fund and its statement of
STET California Tax Exempt, STET additional information for the INDEX
Intermediate-Term Municipal, STET S&P 500 Index and INDEX Bond Index
Pennsylvania Municipal Bond and STET Funds) in aggregate amounts not to
Pennsylvania Tax Free Funds exceed 10% of the net assets of such
Fund taken at current value at the time
of the incurrence of such loan, and as
to the INDEX S&P 500 Index, in
connection with stock index futures
trading as provided in its statement of
additional information.
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
regarding pledging and mortgaging of Fund assets. As a result, it is proposed
that the current fundamental policy be eliminated.
31
<Page>
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding pledging and mortgaging of Fund assets as a
non-fundamental policy. By reclassifying the fundamental policy to a
non-fundamental policy, the Funds would be able to make a change to the
non-fundamental policy without the delay and cost of a shareholder meeting. The
reclassification of each Fund's current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Fund. The Board of
Trustees would be able to make changes to the non-fundamental policy in the
future if deemed to be in the best interests of the Funds and their
shareholders. Accordingly, should Shareholders approve this Proposal, the
non-fundamental policy described in Exhibit E will take effect.
ITEM 4 (f) - FUNDAMENTAL POLICY REGARDING CONTROL OF AN ISSUER
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding control of an issuer.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may invest in companies for the
Short-Duration Government, SDIT purpose of exercising control.
Intermediate-Duration Government, SDIT
GNMA, SDIT Government II, INDEX S&P
500 Index, INDEX Bond Index, SIT
International Fixed Income, STET Tax
Free, STET Institutional Tax Free,
STET California Tax Exempt, STET
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond and STET
Pennsylvania Tax Free Funds
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
regarding investing for the purpose of exercising control of an issuer. As a
result, it is proposed that the current fundamental policy be eliminated.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding investment of Fund assets with the purpose
of exercising control over an issuer as a non-fundamental policy. By
reclassifying the fundamental policy to a non-fundamental policy, the Funds
would be able to make a change to the non-fundamental policy without the delay
and cost of a shareholder meeting. The reclassification of each Fund's current
fundamental policy to a non-fundamental policy is not expected to affect the
management of the Fund. The Board of Trustees would be able to make changes to
the non-fundamental policy in the future if deemed to be in the best interests
of the Funds and their shareholders. Accordingly, should Shareholders approve
this Proposal, the non-fundamental policy described in Exhibit E will take
effect.
32
<Page>
ITEM 4 (g) - FUNDAMENTAL POLICY REGARDING PURCHASE OF REAL ESTATE AND
COMMODITIES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding purchase of real estate and
commodities.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Growth, SIMT Large Cap No Fund may purchase or sell real
Value, SIMT Tax-Managed Large Cap, estate, physical commodities, or
SIMT Mid-Cap, SIMT Small Cap Growth, commodities contracts, except that each
SIMT Small Cap Value, SIMT Tax-Managed Fund may purchase: (i) marketable
Small Cap, SIMT Core Fixed Income, securities issued by companies which
SIMT High Yield Bond, SIMT Real own or invest in real estate (including
Estate, SIT International Equity, SIT real estate investment trusts),
Emerging Markets Equity, SIT Emerging commodities, or commodities contracts;
Markets Debt, STET Short Duration and (ii) commodities contracts relating
Municipal, STET California Municipal to financial instruments, such as
Bond, STET Massachusetts Municipal financial futures contracts and options
Bond, STET New Jersey Municipal Bond on such contracts.
and STET New York Municipal Bond Funds
INDEX S&P 500 Index and INDEX Bond Index No Fund may purchase or sell real
Funds estate, real estate limited partnership
interests, physical commodities or
commodities contracts. However, subject
to its permitted investments, a Fund
may purchase: (i) obligations issued by
companies which invest in real estate,
commodities or commodities contracts,
and (ii) commodities contracts related
to financial instruments, such as
financial futures contracts.
All SAAT Funds No Fund may purchase or sell real
estate, physical commodities, or
commodities contracts, except that each
Fund may purchase commodities contracts
relating to financial instruments, such
as financial futures or index contracts
and options on such contracts.
SDIT Corporate Daily Income, SDIT No Fund may purchase or sell real
Government II, SIT International Fixed estate, real estate limited partnership
Income, SDIT Short-Duration Government, interests, commodities or commodities
SDIT Intermediate-Duration Government contracts including (with the exception
and SDIT GNMA Funds of the SIT International Fixed Income,
SDIT Short-Duration Government, SDIT
Intermediate-Duration Government and
GNMA Funds) futures contracts. However,
subject to its permitted investments,
each Fund may purchase obligations
issued by companies which invest in
real estate, commodities or commodities
contracts.
</Table>
33
<Page>
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
STET Tax Free, STET Institutional Tax No Fund may purchase or sell real
Free, STET California Tax Exempt, STET estate, real estate limited partnership
Intermediate-Term Municipal, STET interests, commodities or commodities
Pennsylvania Municipal Bond and STET contracts including futures contracts.
Pennsylvania Tax Free Funds However, subject to its permitted
investments, any Fund may invest in
municipal securities or other
obligations secured by real estate or
other interests therein.
STET Massachusetts Tax Free Money No Fund may purchase or sell real
Market Fund estate, real estate limited partnership
interests, commodities or commodities
contracts including futures contracts.
However, subject to its permitted
investments, the Fund may: (a) invest
in securities of issuers engaged in the
real estate business or the business of
investing in real estate (including
interests in limited partnerships
owning or otherwise engaging in the
real estate business or the business of
investing in real estate) and
securities which are secured by real
estate or interests therein; (b) hold
or sell real estate received in
connection with securities it holds or
held; or (c) trade in futures contracts
and options on futures contracts
(including options on currencies) to
the extent consistent with the Fund's
investment objective and policies.
</Table>
PROPOSED FUNDAMENTAL POLICY. No Fund may purchase or sell commodities or
real estate, except to the extent permitted under the 1940 Act, the rules and
regulations thereunder or any exemption therefrom, as such statute, rules or
regulations may be amended or interpreted from time to time.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to
adopt a fundamental policy regarding investment in real estate and commodities.
The 1940 Act does not prohibit the Funds from purchasing commodities. It is the
SEC staff's position that an interest in real estate includes non-marketable
securities of companies whose assets consist substantially of real property and
interests therein, including mortgages and other liens, but does not include
securities of companies whose investments in real estate are incidental to
another business. The 1940 Act does not restrict investment in marketable
securities of issuers who invest in real estate (E.G., real estate investment
trusts or REITs).
It is proposed that the Funds adopt a more flexible fundamental policy.
This fundamental policy regarding the purchase of real estate and commodities
would limit the Funds only as required by the 1940 Act, thereby permitting the
Funds to invest in real estate or commodities in the future as necessary to
adapt to future developments in investment practices and changes in laws and
regulations without the delay and cost of a shareholder meeting.
34
<Page>
PROPOSED NON-FUNDAMENTAL POLICY. The Board has also approved reclassifying
each Fund's current fundamental policy regarding purchase of real estate and
commodities as a non-fundamental policy. The reclassification of each Fund's
current fundamental policy to a non-fundamental policy is not expected to affect
the management of the Fund. The Board of Trustees would be able to make changes
to the non-fundamental policy in the future if deemed to be in the best
interests of the Funds and their shareholders. Accordingly, should Shareholders
approve this Proposal, the non-fundamental policy described in Exhibit E will
take effect.
ITEM 4 (h) - FUNDAMENTAL POLICY REGARDING SHORT SALES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding short sales.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may make short sales of
Short-Duration Government, SDIT securities, maintain a short position
Intermediate-Duration Government, SDIT or purchase securities on margin,
GNMA, SDIT Government II, INDEX S&P except that the Trusts/Funds may obtain
500 Index, INDEX Bond Index, SIT short-term credits as necessary for the
International Fixed Income, STET Tax clearance of security transactions and
Free, STET Institutional Tax Free, as described in its prospectus for the
STET California Tax Exempt, STET SIT International Fixed Income Fund.
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond and STET
Pennsylvania Tax Free Funds
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
regarding short sales. As a result, it is proposed that the current fundamental
policy be eliminated.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding short sales as a non-fundamental policy. By
reclassifying the fundamental policy to a non-fundamental policy, the Funds
would be able to make a change to the non-fundamental policy without the delay
and cost of a shareholder meeting. The reclassification of each Fund's current
fundamental policy to a non-fundamental policy is not expected to affect the
management of the Fund. Accordingly, should Shareholders approve this Proposal,
the Funds intend to adopt the non-fundamental policy described in Exhibit E.
35
<Page>
ITEM 4 (i) - FUNDAMENTAL POLICY REGARDING UNDERWRITING OF SECURITIES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding underwriting of securities.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
All SAAT Funds, SIMT Large Cap Growth, No Fund may act as an underwriter of
SIMT Large Cap Value, SIMT Tax-Managed securities of other issuers except as
Large Cap, SIMT Mid-Cap, SIMT Small it may be deemed an underwriter in
Cap Growth, SIMT Small Cap Value, SIMT selling a portfolio security.
Tax-Managed Small Cap, SIMT Core Fixed
Income, SIMT High Yield Bond, SIMT
Real Estate, SIT International Equity,
SIT Emerging Markets Equity, SIT
Emerging Markets Debt, SIT
International Fixed Income, STET Short
Duration Municipal, SDIT Corporate
Daily Income, SDIT Short-Duration
Government, SDIT Intermediate-Duration
Government, SDIT GNMA, SDIT Government
II, INDEX S&P 500 Index, INDEX Bond
Index, STET Tax Free, STET
Institutional Tax Free, STET
California Tax Exempt, STET
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond, STET
Pennsylvania Tax Free, STET California
Municipal Bond, STET Massachusetts
Municipal Bond, STET New Jersey
Municipal Bond, STET New York
Municipal Bond and STET Massachusetts
Tax Free Money Market Funds
</Table>
PROPOSED FUNDAMENTAL POLICY. No Fund may underwrite securities issued by
other persons, except to the extent permitted under the 1940 Act, the rules and
regulations thereunder or any exemption therefrom, as such statute, rules or
regulations may be amended or interpreted from time to time.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are required to
adopt a fundamental policy regarding underwriting of securities. The SEC staff
generally takes the position that funds should not engage in the business of
underwriting securities.
It is proposed that the Funds adopt a more flexible fundamental policy.
While the Funds' current fundamental policy has not affected the Funds'
investments in the past, its replacement with a more flexible fundamental policy
could provide investment flexibility in the future. This would permit the Funds
to adapt to future developments in investment practices and changes in laws and
regulations without the delay and cost of a shareholder meeting. Accordingly,
should Shareholders approve this Proposal, the fundamental policy set forth
above will take effect.
36
<Page>
ITEM 4 (j) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN SECURITIES OF
OTHER INVESTMENT COMPANIES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investments in securities of other
investment companies.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may purchase securities of
Short-Duration Government, SDIT other investment companies; provided
Intermediate-Duration Government and that all Funds may purchase such
SDIT GNMA Funds securities as permitted by the 1940 Act
and the rules and regulations
thereunder but, in any event, such
Funds may not purchase securities of
other open-end investment companies.
INDEX S&P 500 Index, INDEX Bond Index No Fund may purchase securities of
and SIT International Fixed Income other investment companies except as
Funds permitted by the 1940 Act and the rules
and regulations thereunder and may only
purchase securities of money market
funds.
STET Tax Free, STET Institutional Tax No Fund may purchase securities of
Free, STET California Tax Exempt, STET other investment companies, except that
Intermediate-Term Municipal, STET the STET Intermediate-Term Municipal,
Pennsylvania Municipal Bond and STET STET Pennsylvania Municipal Bond and
Pennsylvania Tax Free Funds STET Pennsylvania Tax Free Funds may
only purchase securities of money
market funds, as permitted by the 1940
Act and the rules and regulations
thereunder.
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
regarding investments in securities of other investment companies. As a result,
it is proposed that the current fundamental policy be eliminated.
The Funds are limited in their ability to invest in shares of other
investment companies by Section 12(d)(1) of the 1940 Act and by Rule 2a-7
governing money market funds. The 1940 Act generally limits a Fund to: (i)
purchasing 3% of the total outstanding voting stock of a single other investment
company; (ii) investing 5% of its total assets in the securities of a single
other investment company; and (iii) investing 10% of its total assets in
securities of all other investment companies. Rule 2a-7 imposes additional
limitations on money market funds' investments in other investment companies
because Rule 2a-7 limits fund investments, for money market funds, to high
quality instruments that present minimal credit risk.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding investments in securities of other
investment companies as a non-fundamental policy. By reclassifying the
fundamental policy to non-fundamental, the Funds would be able to make a
change to the non-fundamental policy without the delay and cost of a
shareholder meeting. The reclassification of each Fund's current fundamental
policy to a non-fundamental policy is not expected to affect the management
of the Fund. Accordingly, should Shareholders approve this Proposal, the
Funds intend to adopt the non-fundamental policy described in Exhibit E.
37
<Page>
ITEM 4 (k) - ELIMINATE POLICY REGARDING THE INVESTING IN ISSUERS WHEN
SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investing in issuers when securities
are owned by officers and Trustees.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may purchase or retain
Short-Duration Government, SDIT securities of an issuer if, to the
Intermediate-Duration Government, SDIT knowledge of the Trust, an officer,
GNMA, SDIT Government II, INDEX S&P trustee, partner or director of the
500 Index, INDEX Bond Index, SIT Trust or any investment adviser of the
International Fixed Income, STET Tax Trust owns beneficially more than 1/2
Free, STET Institutional Tax Free, of 1% of the shares or securities of
STET California Tax Exempt, STET such issuer and all such officers,
Intermediate-Term Municipal, STET trustees, partners and directors owning
Pennsylvania Municipal Bond and STET more than 1/2 of 1% of such shares or
Pennsylvania Tax Free Funds securities together own more than 5% of
such shares or securities.
</Table>
PROPOSED FUNDAMENTAL POLICY. None.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares, and
there is no comparable requirement under the 1940 Act. It is proposed that the
fundamental policy regarding investments in issuers when officers or Trustees of
the Trust own securities of such issuer for each Fund be eliminated. The
elimination of this fundamental policy will maximize each Fund's investment
flexibility.
ITEM 4 (l) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN "UNSEASONED
ISSUERS"
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investments in "unseasoned issuers."
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may purchase securities of any
Short-Duration Government, SDIT company which has (with predecessors) a
Intermediate-Duration Government, SDIT record of less than three years
GNMA, SDIT Government II, STET Tax continuing operations, except: (i)
Free, STET Institutional Tax Free, obligations issued or guaranteed by the
STET California Tax Exempt, STET U.S. Government, its agencies or
Intermediate-Term Municipal, STET instrumentalities; or (ii) municipal
Pennsylvania Municipal Bond and STET securities which are rated by at least
Pennsylvania Tax Free Funds two nationally recognized municipal
bond rating services (or determined by
the adviser or sub-adviser to be of
"high quality" for the STET Tax Free,
STET Institutional Tax Free, STET
California Tax Exempt, STET
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond and STET
Pennsylvania Tax Free Funds) if, as a
result, more than 5% of the total
assets (taken at fair market value and
current value for the STET Tax Free,
STET Institutional Tax Free, STET
California Tax Exempt, STET
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond and STET
Pennsylvania Tax Free Funds) would be
invested in such securities.
</Table>
38
<Page>
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIT International Fixed Income, INDEX No Fund may purchase securities of any
S&P 500 Index and INDEX Bond Index company which has (with predecessors) a
Funds record of less than three years
continuing operations if, as a result,
more than 5% of the total assets (taken
at current value) would be invested in
such securities.
</Table>
PROPOSED FUNDAMENTAL POLICY. None.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares, and
there is no comparable requirement under the 1940 Act. It is proposed that the
fundamental policy regarding investments in "unseasoned issuers" for each Fund
be eliminated. The elimination of this fundamental policy will maximize each
Fund's investment flexibility, but is not intended to change the Funds' current
operating policies.
ITEM 4 (m) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN OPTIONS
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investments in options.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may purchase warrants, puts,
Short-Duration Government, SDIT calls, straddles, spreads or
Intermediate-Duration Government, SDIT combinations thereof, except that the
GNMA, SDIT Government II, INDEX S&P 500 Intermediate-Duration Government and
Index and INDEX Bond Index Funds GNMA Funds may invest in options on
futures contracts.
STET Tax Free, STET Institutional Tax No Fund may purchase warrants, puts,
Free, STET California Tax Exempt, STET calls, straddles, spreads or
Intermediate-Term Municipal, STET combinations thereof, except as
Pennsylvania Municipal Bond and STET permitted by its statement of
Pennsylvania Tax Free Funds additional information.
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not
required to adopt a fundamental policy regarding investments in options. As a
result, it is proposed that the current fundamental policy be eliminated.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
fundamental policy regarding investments in options as a non-fundamental policy.
By reclassifying the fundamental policy to a non-fundamental policy, the Funds
would be able to make a change to the non-fundamental policy without the delay
and cost of a shareholder meeting. The reclassification of each Fund's current
fundamental policy to a non-fundamental policy is not expected to affect the
management of the Fund. Accordingly, should Shareholders approve this Proposal,
the non-fundamental policy described in Exhibit E will take effect.
39
<Page>
ITEM 4 (n) - FUNDAMENTAL POLICY REGARDING INVESTMENT IN OIL AND GAS
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investment in oil and gas.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
All SAAT Funds, SIMT Large Cap Growth, No Fund may invest in interests in oil,
SIMT Large Cap Value, SIMT Tax-Managed gas, or other mineral exploration or
Large Cap, SIMT Mid-Cap, SIMT Small development programs and oil, gas or
Cap Growth, SIMT Small Cap Value, SIMT mineral leases.
Core Fixed Income, SIMT High Yield
Bond, SIT International Equity, SIT
Emerging Markets Equity, SIT Emerging
Markets Debt, SIT International Fixed
Income, STET California Municipal
Bond, STET Massachusetts Municipal
Bond, STET New Jersey Municipal Bond
and STET New York Municipal Bond Funds
SDIT Corporate Daily Income, SDIT No Fund may invest in interests in oil,
Short-Duration Government, SDIT gas or other mineral exploration or
Intermediate-Duration Government, SDIT development programs. The STET
GNMA, SDIT Government II, INDEX S&P Institutional Tax Free and STET
500 Index, INDEX Bond Index, STET Tax California Tax Exempt Funds may not
Free, STET Intermediate-Term invest in oil, gas or mineral leases.
Municipal, STET Pennsylvania Municipal
Bond, STET Pennsylvania Tax Free, STET
Institutional Tax Free and STET
California Tax Exempt Funds
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
regarding investment in oil and gas. As a result, it is proposed that the
current fundamental policy be eliminated.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding investment in oil and gas as a
non-fundamental policy. By reclassifying the fundamental policy to a
non-fundamental policy, the Funds would be able to make a change to the
non-fundamental policy without the delay and cost of a shareholder meeting. The
reclassification of each Fund's current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Fund. Accordingly, should
Shareholders approve this Proposal, the non-fundamental policy described in
Exhibit E will take effect.
40
<Page>
ITEM 4 (o) - FUNDAMENTAL POLICY REGARDING INVESTMENTS IN ILLIQUID AND
RESTRICTED SECURITIES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's current fundamental policy regarding investments in illiquid and
restricted securities.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT Corporate Daily Income, SDIT No Fund may purchase restricted
Short-Duration Government, SDIT securities (securities which must be
Intermediate-Duration Government, SDIT registered under the Securities Act of
GNMA, SDIT Government II, INDEX S&P 1933 before they may be offered or sold
500 Index, INDEX Bond Index and SIT to the public) or other illiquid
International Fixed Income Funds securities except as described in its
prospectus and statement of additional
information (and as described in its
statement of additional information for
the INDEX S&P 500 Index and INDEX Bond
Index Funds).
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. The Funds' current fundamental policy is
based on requirements imposed by the administrators of securities laws in
various states. However, federal legislation passed in 1996 preempted
substantive state regulation of mutual funds and the sale of their shares. The
1940 Act does not currently require the Funds to have a fundamental policy
restricting investment in illiquid or restricted securities. As a result, it is
proposed that the current fundamental policy be eliminated.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved amending the fundamental
policy regarding investments in illiquid and restricted securities, by
eliminating the restrictions for purchase of restricted securities and
clarifying the policy for purchase of illiquid securities, and reclassifying it
as a non-fundamental policy. Eliminating restrictions for purchase of restricted
securities would provide the Funds with additional flexibility. The exception to
securities registration requirements added by Rule 144A under the Securities Act
of 1933 permits trading of restricted securities among institutional investors,
such as the Funds, and this has created active markets in restricted securities,
allowing certain restricted securities to be considered liquid under guidelines
established by the Board of Trustees.
In addition, making the restrictions on illiquid securities non-fundamental
would give the Funds more flexibility in responding to changing regulatory
requirements. For example, a number of years ago, the SEC permitted non-money
market funds to increase the percentage of their assets that could be invested
in illiquid securities from 10% to 15%. Should the SEC change its policy again,
or should market conditions permit a change in this policy, it would be
advantageous to the Funds to be able to make a change without the delay and cost
of a shareholder meeting. Accordingly, should Shareholders approve this
Proposal, the non-fundamental policy described in Exhibit E will take effect.
41
<Page>
ITEM 4 (p) - FUNDAMENTAL POLICY MAKING ALL INVESTMENT LIMITATIONS IN
PROSPECTUS FUNDAMENTAL
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's fundamental policy making all investment limitations in its prospectus
fundamental.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SIMT Large Cap Value, SIMT Large Cap Each Fund's investment limitations in
Growth, SIMT Tax-Managed Large Cap, its respective prospectus(es) are
SIMT Small Cap Value, SIMT Small Cap fundamental.
Growth, SIMT Tax-Managed Small Cap,
SIMT Mid-Cap, SIMT Core Fixed Income,
SIMT High Yield Bond, STET Tax Free,
STET Institutional Tax Free, STET
California Tax Exempt, STET
Intermediate-Term Municipal, STET
Pennsylvania Municipal Bond and STET
Pennsylvania Tax Free Funds
</Table>
PROPOSED FUNDAMENTAL POLICY. None. It is proposed that the Funds'
fundamental policy making the Funds' investment limitations in their
prospectuses fundamental be eliminated. This proposed change, however, will not
result in the elimination of those fundamental policies that are required to be
fundamental under the 1940 Act.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not
required to adopt a policy requiring that all of its investment limitations in
their prospectuses be classified as fundamental. Management believes that the
current policy is unduly restrictive and may effectively prevent the Funds from
taking advantage of new investment opportunities that are potentially beneficial
to shareholders and available to other mutual funds. The proposed new policy
would enable the Funds to make changes in policies in response to new market
conditions or changes in the regulatory environment, subject to Board approval.
If this change is approved, the Board of Trustees may take appropriate and
timely action to amend, as necessary, and without the expense and delay
associated with a shareholder meeting, the Funds' policies in the event any
regulatory changes occur or new types of investments become available.
ITEM 4 (q) - FUNDAMENTAL POLICY REQUIRING THAT AT LEAST 65% OF THE FUND'S
ASSETS BE INVESTED IN PARTICULAR TYPES OF SECURITIES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's fundamental policy that requires the Fund to invest at least 65% of its
assets in particular types of securities.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
SDIT GNMA Fund The Fund may not invest less than 65%
of its assets in GNMA securities.
</Table>
PROPOSED FUNDAMENTAL POLICY. None. It is proposed that the Fund's
fundamental policy that requires the Fund to invest at least 65% of its assets
in particular types of securities be eliminated.
ANALYSIS OF PROPOSED CHANGES. Pursuant to Rule 35d-1 under the 1940 Act, a
fund is required to adopt a policy to invest, under normal circumstances, at
least 80% of the value of its assets in particular types of investments, in
investments in a particular industry, or investments in a particular country or
geographic region, as suggested by its name. This policy may either be a
fundamental policy or the fund may adopt a non-fundamental policy coupled with a
policy to provide fund shareholders with at least 60 days' prior notice of any
change in this policy. The Fund
42
<Page>
has adopted a policy to invest its assets as required under the 1940 Act, and to
provide shareholders with at least 60 days' prior notice of any change to its
policy. Management believes that the current policy is unduly restrictive and
this policy may effectively prevent the Board of Trustees from taking
appropriate and timely action to amend, as necessary, and without the expense
and delay associated with a shareholder meeting, the Fund's policy in the
event that any regulatory changes occur or new types of investments become
available. The Fund will continue to invest its assets consistent with the
requirements of Rule 35d-1.
ITEM 4 (r) - FUNDAMENTAL POLICY REQUIRING THE MUNICIPAL FUNDS TO BE FULLY
INVESTED IN OBLIGATIONS WHICH PRODUCE INTEREST THAT IS EXEMPT FROM BOTH FEDERAL
AND STATE INCOME TAXES
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's fundamental policy that requires a Fund to be fully invested in
obligations which produce interest that is exempt from both federal and state
income taxes.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
STET California Municipal Bond Fund The Fund must be fully invested in
obligations which produce interest that
is exempt from both Federal and
California state income taxes.
STET Massachusetts Municipal Bond Fund The Fund must be fully invested in
obligations which produce interest that
is exempt from both Federal and
Massachusetts state income taxes.
STET New Jersey Municipal Bond Fund The Fund must be fully invested in
obligations which produce interest that
is exempt from both Federal and New
Jersey state income taxes.
STET New York Municipal Bond Fund The Fund must be fully invested in
obligations which produce interest that
is exempt from both Federal and New
York state and city income taxes.
STET Pennsylvania Municipal Bond Fund The Fund must be fully invested in
obligations which produce interest that
is exempt from both Federal and
Pennsylvania state income taxes.
</Table>
PROPOSED FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's proposed fundamental policy.
<Table>
<Caption>
FUNDS PROPOSED FUNDAMENTAL POLICY
----- --------------------------
STET California Municipal Bond Fund At least 80% of its net assets is
invested in obligations which produce
interest that is exempt from both
Federal and California state income
taxes.
STET Massachusetts Municipal Bond Fund At least 80% of its net assets is
invested in obligations which produce
interest that is exempt from both
Federal and Massachusetts state income
taxes.
STET New Jersey Municipal Bond Fund At least 80% of its net assets is
invested in obligations which produce
interest that is exempt from both
Federal and New Jersey state income
taxes.
</Table>
43
<Page>
<Table>
<Caption>
FUNDS PROPOSED FUNDAMENTAL POLICY
----- --------------------------
STET New York Municipal Bond Fund At least 80% of its net assets is
invested in obligations which produce
interest that is exempt from both
Federal and New York state and city
income taxes.
STET Pennsylvania Municipal Bond Fund At least 80% of its net assets is
invested in obligations which produce
interest that is exempt from both
Federal and Pennsylvania state income
taxes.
</Table>
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, a fund with a name that
suggests that its distributions are exempt from both Federal and state income
tax, such as the STET California Tax Exempt Fund, must have a fundamental policy
to invest, under normal circumstances, either: (i) at least 80% of the value of
its assets in investments the income from which is exempt from both Federal
income tax and the income tax of the named state; or (ii) invest its assets so
that at least 80% of the income that it distributes will be exempt from both
Federal income tax and the income tax of the named state. The Funds' current
policy is more restrictive in that it requires that all of the Funds' assets be
invested in obligations that produce income that is exempt from both Federal and
state income taxes. As a result, it is proposed that the Funds' investment
policy be amended to provide the Funds more flexibility. However, it is not
expected that the changes in this fundamental policy will materially change the
manner in which the Funds are managed.
ITEM 4 (s) - FUNDAMENTAL POLICY THAT THE FUNDS MUST ABIDE BY THEIR MATURITY
RESTRICTIONS AND INVEST SOLELY IN INVESTMENTS PERMITTED BY THEIR PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's fundamental policy that requires a Fund to abide by its maturity
restrictions and invest solely in investments permitted by its prospectus and
statement of additional information.
<Table>
<Caption>
FUNDS CURRENT FUNDAMENTAL POLICY
----- --------------------------
STET Intermediate-Term Municipal and The Fund must abide by its maturity
STET Pennsylvania Municipal Bond Funds restrictions and invest solely in the
permitted investments in its statement
of additional information and
prospectuses.
</Table>
PROPOSED FUNDAMENTAL POLICY. None. However, the Board has approved a
non-fundamental policy as discussed below.
ANALYSIS OF PROPOSED CHANGES. Under the 1940 Act, the Funds are not
required to adopt a fundamental policy requiring the Funds to abide by maturity
restrictions and to invest solely in investments permitted by their prospectus
and statement of additional information. Management believes that the current
policy is unduly restrictive and may effectively prevent the Funds from taking
advantage of new investment opportunities that are potentially beneficial to
shareholders and available to other mutual funds. The proposed new policy would
enable the Funds to make changes in policies in response to new market
conditions or changes in the regulatory environment, subject to Board approval.
If this change is approved, the Board of Trustees may take appropriate and
timely action to amend, as necessary, and without the delay and cost of a
shareholder meeting, the Funds' policies in the event any regulatory changes
occur or new types of investments become available.
PROPOSED NON-FUNDAMENTAL POLICY. While the Funds propose eliminating the
current fundamental policy, the Board has approved reclassifying each Fund's
current fundamental policy regarding investing solely in investments permitted
by its prospectus and statement of additional information and abiding by its
maturity
44
<Page>
restriction as a non-fundamental policy. By reclassifying the fundamental policy
to a non-fundamental policy, the Funds would be able to make a change to the
non-fundamental policy without the delay and cost of a shareholder meeting. The
reclassification of each Fund's current fundamental policy to a non-fundamental
policy is not expected to affect the management of the Fund. Accordingly,
should Shareholders approve this Proposal, the non-fundamental policy described
in Exhibit E will take effect.
ITEM 4 (t) - FUNDAMENTAL POLICY THAT THE FUND MAY ONLY PURCHASE SECURITIES
WITH A REMAINING MATURITY OF 365 DAYS OR LESS
CURRENT FUNDAMENTAL POLICY. The chart below describes each applicable
Fund's fundamental policy that requires the Fund to only purchase securities
with a remaining maturity of 365 days or less.
<Table>
<Caption>
FUND CURRENT FUNDAMENTAL POLICY
----- --------------------------
SLAT Prime Obligation Fund The Fund may only purchase securities
with a remaining maturity of 365 days
or less.
</Table>
PROPOSED FUNDAMENTAL POLICY. None.
ANALYSIS OF PROPOSED CHANGES. Rule 2a-7 under the 1940 Act currently
requires money market funds, such as the SLAT Prime Obligation Fund, to limit
their investments to securities with remaining maturities of 397 days or less,
and maintain a dollar-weighted average maturity of 90 days or less. The Fund's
current fundamental policy is more restrictive than the 1940 Act and Rule 2a-7
currently require. As a result, it is proposed that the current fundamental
policy be eliminated. The Fund will continue to be subject to the requirements
of Rule 2a-7.
TRUSTEES' CONSIDERATIONS. In unanimously approving the elimination or
reclassification of the Funds' fundamental policies and restrictions, the
Trustees considered the flexibility that the Funds would have under the proposed
fundamental policies. In particular, the Trustees considered that the Funds
would be able to adapt to future developments in investment practices and
changes in laws and regulations without the delay and cost of a shareholder
meeting.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" EACH
ITEM OF PROPOSAL 4.
INFORMATION CONCERNING
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
PricewaterhouseCoopers LLP ("PwC") serves as the independent registered
public accounting firm for SAAT, SLAT, SIMT and SIT, and Ernst & Young LLP
("E&Y") serves as the independent registered public accounting firm for
INDEX, STET and SDIT. PwC conducts annual audits of the respective Trusts'
financial statements, reviews the respective Trusts' filings with the SEC,
and consults with the respective Trusts as to matters of accounting and
federal and state income taxation. E&Y audits the respective Trusts'
financial statements, assists in the preparation of the respective Trusts'
filings with the SEC, and consults with the respective Trusts as to matters
of accounting and federal and state income taxation.
Representatives of PwC and E&Y are not expected to be present at the
Meeting, but have been given an opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
45
<Page>
AUDIT FEES. Below are the aggregate fees billed for each of the last two
fiscal years for professional services rendered by PwC and E&Y to the respective
Trusts for which they serve as an independent registered public accounting firm
for the audit of the Trusts' annual financial statements or services that are
normally provided by PwC and E&Y in connection with statutory and regulatory
filings or engagements for those years.
<Table>
<Caption>
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR
- ----- ------------------------------- --------------------------------
SEI Liquid Asset Trust $25,300 for June 30, 2004 $33,575 for June 30, 2003
SEI Tax Exempt Trust $138,300 for August 31, 2003 $127,000 for August 31, 2002
SEI Daily Income Trust $128,000 for January 31, 2004 $115,500 for January 31, 2003
SEI Index Funds $27,600 for March 31, 2004 $23,100 for March 31, 2003
SEI Asset Allocation Trust $100,220 for March 31, 2004 $45,550 for March 31, 2003
SEI Institutional $135,140 for September 30, 2003 $148,700 for September 30, 2002
Managed Trust
SEI Institutional $100,450 for September 30, 2003 $86,500 for September 30, 2002
International Trust
</Table>
AUDIT-RELATED FEES. Below are the aggregate fees billed in each of the last
two fiscal years for assurance and related services rendered by PwC and E&Y to
the respective Trusts for which they serve as an independent registered public
accounting firm that are reasonably related to the performance of the audit of
the Trusts' financial statements and are not reported under "Audit Fees" above.
<Table>
<Caption>
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR
- ----- ------------------------------- --------------------------------
SEI Liquid Asset Trust $262,502* for June 30, 2004 $0 for June 30, 2003
SEI Tax Exempt Trust $0 for August 31, 2003 $0 for August 31, 2002
SEI Daily Income Trust $0 for January 31, 2004 $0 for January 31, 2003
SEI Index Funds $0 for March 31, 2004 $0 for March 31, 2003
SEI Asset Allocation Trust $108,007* for March 31, 2004 $0 for March 31, 2003
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
Managed Trust
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
International Trust
</Table>
- ----------
* Includes fees for the examination of the design of SEI's Anti-Money
Laundering Program framework; 404 readiness assistance for SEI; and agreed
upon procedures related to the requirement to perform an independent audit
pursuant to Section 352 of the USA PATRIOT Act for the Funds.
46
<Page>
Below are the aggregate fees billed by PwC and E&Y for services rendered
to: (i) SIMC or to any entity controlling, controlled by or under common control
with SIMC that provides ongoing services to SLAT, STET, SDIT, INDEX, SAAT, SIMT
and SIT; (ii) Wellington Management or to any entity controlling, controlled by
or under common control with Wellington Management that provides ongoing
services to SDIT; (iii) Standish Mellon or to any entity controlling, controlled
by or under common control with Standish Mellon that provides ongoing services
to INDEX; and (iv) WPG or to any entity controlling, controlled by or under
common control with WPG that provides ongoing services to STET (collectively
referred to herein as "Affiliated Service Providers").
<Table>
<Caption>
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR
- ----- ------------------------------- --------------------------------
SEI Liquid Asset Trust $0 for June 30, 2004 $0 for June 30, 2003
SEI Tax Exempt Trust $0 for August 31, 2003 $0 for August 31, 2002
SEI Daily Income Trust $0 for January 31, 2004 $0 for January 31, 2003
SEI Index Funds $0 for March 31, 2004 $0 for March 31, 2003
SEI Asset Allocation $0 for March 31, 2004 $2,964* for March 31, 2003
Trust
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
Managed Trust
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
International Trust
</Table>
- ----------
* Includes fees for services relating to State tax consequences of proposed
SIMC restructuring.
TAX FEES. PwC and E&Y did not render any tax compliance, tax advice or tax
planning services to the Trusts for the two most recently completed fiscal
years. PwC and E&Y did not render any such tax services to Affiliated Service
Providers, which engagements relate directly to the operations and financial
reporting of the Trusts for the two most recently completed fiscal years.
ALL OTHER FEES. PwC and E&Y did not bill for other products and services,
other than the services reported above, for each Trust's two most recently
completed fiscal years. PwC and E&Y did not render other services to Affiliated
Service Providers, which engagements relate directly to the operations and
financial reporting of the Trusts for the Trusts' two most recently completed
fiscal years.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of
this Proxy Statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all services provided by PwC and E&Y must be
directly pre-approved by the Audit Committee.
47
<Page>
AGGREGATE NON-AUDIT FEES. Below are the aggregate non-audit fees billed in
each of the last two fiscal years by PwC and E&Y for services rendered to the
respective Trusts for which they serve as an independent registered public
accounting firm and the respective Trust's Affiliated Service Providers.
<Table>
<Caption>
TRUST FEE AND FISCAL YEAR FEE AND FISCAL YEAR
- ----- ------------------------------- --------------------------------
SEI Liquid Asset Trust $691,419 for June 30, 2004 $0 for June 30, 2003
SEI Tax Exempt Trust $250,000 for August 31, 2003(1) $0 for August 31, 2002
SEI Daily Income Trust $60,000 for January 31, 2004(2) $250,000 for January 31, 2003(1)
SEI Index Funds $60,000 for March 31, 2004(2) $250,000 for March 31, 2003(1)
SEI Asset Allocation Trust $496,752 for March 31, 2004 $2,964 for March 31, 2003
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
Managed Trust
SEI Institutional $0 for September 30, 2003 $0 for September 30, 2002
International Trust
</Table>
- ----------
(1) Services were related to the preparation of third-party compliance reports
for certain Affiliated Service Providers.
(2) Services were related to the preparation of a SAS-70 report on certain
Affiliated Service Providers' operations.
BOARD CONSIDERATION OF NON-AUDIT SERVICES. During the past fiscal year, all
non-audit services provided by PwC and E&Y to any Affiliated Service Providers
were pre-approved by the Trusts' Audit Committee. Included in the Audit
Committee's pre-approval was the review and consideration as to whether the
provision of these non-audit services is compatible with maintaining PwC's and
E&Y's independence, respectively.
48
<Page>
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
INFORMATION ABOUT OFFICERS OF THE TRUSTS. The chart below provides basic
information about each Trust's current officers. The mailing address of each
officer is One Freedom Valley Drive, Oaks, PA 19456.
<Table>
<Caption>
NUMBER OF
FUNDS IN
THE FUND
POSITION TERM OF OFFICE PRINCIPAL OCCUPATION COMPLEX
WITH THE AND LENGTH OF DURING THE TO BE
NAME AND AGE TRUSTS TIME SERVED PAST FIVE YEARS OVERSEEN
- ------------ ------------ ------------------- ---------------------------------------- --------
Edward D. President No set term; Executive Vice President and 68
Loughlin; 53 and Chief served SEI President--Asset Management Division of
Executive Daily Income SEI since 1993. Director and President
Officer Trust since 1982; of SIMC since 2004. Chief Executive
SEI Asset Officer of SEI Investments Fund
Allocation Trust Management and Director of SEI
since 1995; SEI Investments Distribution Co. since 2003.
Index Funds since Executive Vice President of SEI
1985; SEI Investments Fund Management, 1994-2003.
Institutional Executive Vice President of SIMC,
International Trust 1994-2004.
since 1988; SEI
Institutional
Managed Trust since
1986; SEI Liquid
Asset Trust since
1995; SEI Tax
Exempt Trust since
1982.
Timothy D. Vice No set term; served General Counsel and Secretary of SIMC 68
Barto; 36 President since 1999. and SEI Investments Fund Management
and since 2004. Vice President of SIMC and
Secretary SEI Investments Fund Management since
2001. Vice President and Assistant
Secretary of SEI since 2001. Assistant
Secretary of SIMC, SEI Investments Fund
Management and SEI Investments
Distribution Co. and Vice President of
SEI Investments Distribution Co.,
1999-2003. Associate, Dechert Price &
Rhoads (law firm), 1997-1999.
</Table>
49
<Page>
<Table>
<Caption>
NUMBER OF
FUNDS IN
THE FUND
POSITION TERM OF OFFICE PRINCIPAL OCCUPATION COMPLEX
WITH THE AND LENGTH OF DURING THE TO BE
NAME AND AGE TRUSTS TIME SERVED PAST FIVE YEARS OVERSEEN
- ------------ ------------ ------------------- ---------------------------------------- --------
Lydia A. Vice No set term; Vice President and Assistant Secretary 68
Gavalis; 40 President served since of SEI and SIMC since 1998. Assistant
and 1998. Secretary of SEI Investments Fund
Assistant Management since 1998. Vice President of
Secretary SEI Investments Fund Management and SEI
Investments Distribution Co. and
Assistant Secretary of SEI Investments
Distribution Co., 1998-2003.
Christine M. Vice No set term; Vice President and Assistant Secretary 68
McCullough; 43 President served since of SEI since 2000. Vice President and
and 1999. Assistant Secretary of SIMC since 1999.
Assistant Vice President and Assistant Secretary
Secretary of SEI Investments Fund Management and
SEI Investments Distribution Co.,
1999-2003. Associate, White and Williams
LLP (law firm), 1991-1999.
William E. Vice No set term; Assistant Secretary of SIMC and SEI 68
Zitelli, Jr.; 36 President served since Investments Fund Management since 2000.
and 2001. Vice President and Assistant Secretary
Assistant of SEI since 2000. Vice President of
Secretary SIMC, SEI Investments Fund Management
and SEI Investments Distribution Co. and
Assistant Secretary of SEI Investments
Distribution Co., 2000-2003. Vice
President, Merrill Lynch & Co. Asset
Management Group, 1998-2000.
John Munera; 41 Vice No set term; Global AML Compliance Officer at SEI 68
President served since since March 2002. Middle Office
and 2002. Compliance Officer at SEI, July 2000 to
Assistant December 2002. Supervising Examiner at
Secretary Federal Reserve Bank of Philadelphia,
1998-2000.
Peter (Pedro) A. Controller No set term; Director, Fund Accounting and 68
Rodriguez; 42 and Chief served since Administration, SEI Investments Global
Financial 2003. Funds Services, March 1997 to April 2002
Officer and September 2002 to present. Vice
President, Fund Administration,
BlackRock Financial Management, April
2002 to September 2002.
John J. McCue; 41 Vice No set term; Director of Portfolio Implementations 68
President served since for SIMC, August 1995 to present.
2004. Managing Director of Money Market
Investments for SIMC, January 2003 to
present.
Thomas D. Chief Not set term; Chief Compliance Officer and Assistant 68
Jones; 39 Compliance served since Secretary of SIMC since March 2004.
Officer 2004. First Vice President, Merrill Lynch
Investment Managers (Americas),
1992-2004.
</Table>
50
<Page>
TRUSTEE AND OFFICER FUND OWNERSHIP. As of June 30, 2004, each Trust's
Trustees and officers, collectively, owned less than one percent (1%) of the
outstanding shares of each Fund.
DISTRIBUTION. SEI Investments Distribution Co., located at One Freedom
Valley Drive, Oaks, Pennsylvania 19456, a wholly-owned subsidiary of SEI,
acts as the distributor of the Funds, and is an affiliate of SIMC.
FUND TRANSACTIONS. The Bond Index Fund of INDEX, the Short-Duration
Government, Intermediate-Duration Government, GNMA and Corporate Daily Income
Funds of SDIT, and the California Tax Exempt, Tax Free, Institutional Tax Free
and Pennsylvania Tax Free Funds of STET did not pay any brokerage commissions to
an affiliate during their last fiscal year.
ADMINISTRATOR. SEI Investments Fund Management ("SIFM"), located at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Funds'
administrator and is a wholly-owned subsidiary of SEI and an affiliate of
SIMC. The chart below provides the fees paid by the Bond Index Fund of INDEX,
the Short-Duration Government, Intermediate-Duration Government, GNMA and
Corporate Daily Income Funds of SDIT, and the California Tax Exempt, Tax
Free, Institutional Tax Free and Pennsylvania Tax Free Funds of STET to SIFM
for administration services for each Fund's last fiscal year.
<Table>
<Caption>
FUND FEES PAID TO SIFM
- ---- -----------------
INDEX Bond Index Fund $230,000 (after waiver of $57,000)
SDIT Short-Duration Government Fund $1,163,000 (after waiver of $35,000)
SDIT Intermediate-Duration Government Fund $574,000
SDIT GNMA Fund $1,052,000
SDIT Corporate Daily Income Fund $895,000 (after waiver of $335,000)
STET California Tax Exempt Fund $64,000 (after waiver of $9,000)
STET Tax Free Fund $0
STET Institutional Tax Free Fund $3,913,000 (after waiver of $1,403,000)
STET Pennsylvania Tax Free Fund $152,000 (after waiver of $40,000)
</Table>
5% SHAREHOLDERS. As of August 17, 2004, the following persons were the only
persons who were record owners or, to the knowledge of the Funds, were
beneficial owners of 5% or more of each Fund's outstanding shares. The Funds
believe that most of the shares referred to above were held by the below persons
in accounts for their fiduciary, agency, or custodial customers.
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI LIQUID ASSET TRUST
TREASURY SECURITIES FUND
Mitchell Sinkler & Starr 10,156,573.0000 26.70%
Attn: Andy Alamia
Two Penn Center Plaza Suite 1320
Philadelphia, PA 19102
</Table>
51
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
City National Bank as Fiduciary 7,604,944.8700 19.99%
for Various Accounts
Attn: Trust Ops/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520
SEI Private Trust Company 5,413,421.3600 14.23%
c/o SEI Corporation
P.O. Box 1100
Oaks, PA 19456-1100
Professional Investment Management, Inc. 4,608,448.0700 12.11%
Agent For Various Owners Specifically
Identified on SEI Trust 3000
ID's 611,613,617
3455 Mill Run Dr. Suite 311
Hilliard, OH 43026-9082
National City Trust Money 3,929,096.6200 10.33%
Market/5312
410 West 150th St
Cleveland, OH 44135
PRIME OBLIGATION FUND
SEI Private Trust Company 640,334,518.7230 74.61%
c/o SEI Corporation
P.O. Box 1100
Oaks, PA 19456-1100
SEI TAX EXEMPT TRUST
SHORT DURATION MUNICIPAL FUND
SEI Private Trust Company 3,552,949.9830 57.20%
One Freedom Valley Drive
Oaks, PA 19456
SEI Asset Allocation Trust Tax-Managed 1,007,152.4810 16.21%
Conservative Strategy Fund
Attn: Jack McCue
One Freedom Valley Drive
Oaks, PA 19456
SEI Asset Allocation Trust Tax-Managed 576,615.8400 9.28%
Moderate Strategy Fund
Attn: Jack McCue IMU
One Freedom Valley Drive
Oaks, PA 19456
</Table>
52
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Investments Company 503,262.6590 8.10%
Attn: Robert Silvestri
Seed Money
One Freedom Valley Drive
Oaks, PA 19456
SEI Asset Allocation Trust Tax-Managed 489,584.6310 7.88%
Defensive Strategy Fund
Attn: Jack McCue
One Freedom Valley Drive
Oaks, PA 19456
MASSACHUSETTS MUNICIPAL BOND FUND
SEI Private Trust Company 3,668,753.0740 91.94%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 226,001.0420 5.66%
c/o HDCM Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
MASSACHUSETTS MUNICIPAL BOND FUND - CLASS B
SEI Private Trust Company 57,821,981.7000 91.82%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Reich & Tang Services Inc. 5,002,250.9200 7.94%
FBO Various Customers
600 Fifth Avenue
New York, NY 10020-2302
TAX-FREE FUND
SEI Private Trust Company 348,822,816.0700 44.16%
c/o SEI Corporation
P.O. Box 1100
Oaks, PA 19456-1100
Naidot & Co. 335,216,669.0000 42.44%
c/o Bessemer Trust Company
Attn: Peter Scully
630 Fifth Avenue, 38th Floor
New York, NY 10111-0100
</Table>
53
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
TAX FREE FUND - CLASS B
SEI Trust 115,372,443.5000 43.57%
c/o Chevy Chase Trust
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 38,198,536.5400 14.43%
One Freedom Valley Drive
Oaks, PA 19456
Muir & Co. 20,873,944.1200 7.88%
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
SEI Private Trust Company 20,207,924.2500 7.63%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 16,852,940.5000 6.36%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
INSTITUTIONAL TAX-FREE FUND
SEI Private Trust Company 153,576,132.4600 17.93%
Attn: April Johnson/Maureen Burns
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 54,100,653.4600 6.32%
c/o UBS Paine Webber
Attn Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
Kanaly Trust Company 52,718,151.0000 6.15%
Attn: Meghan Arnold
4550 Post Oaks Place, Suite 139
Houston, TX 77027-3163
Lasalle National Trust, NA 50,737,273.6300 5.92%
P.O. Box 1443
Chicago, IL 60690-1443
</Table>
54
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
First Union National Bank Customer FBO 45,791,277.3400 5.35%
(Old FFB Accts) A/C 9888888881
1525 W Wt harris Blvd CMG NC 1151
Charlotte, NC 28262-8522
INSTITUTIONAL TAX FREE FUND - CLASS C
Citizens Bank - MA 4,667,995.8600 19.13%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Sterling Bank 4,441,339.6600 18.20%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
The Bancorp Com Bank 2,635,205.3000 10.80%
Attn: Kim Walke
405 Silverside Rd
Wilmington, DE 19809-1768
First Victoria National Bank 1,912,581.6700 7.84%
Attn: Grace Pantel
P.O. Box 1338
Victoria, TX 77902-1338
Brenham National Bank 1,504,533.4500 6.17%
Attn: Operations Department
P.O. Box 2568
Brenham, TX 77834-2568
SEI Private Trust Company 1,410,216.9500 5.78%
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
Monroe County Bank 1,344,529.0300 5.51%
Attn: Financial Management Services
120 E. Kirkwood Ave
Bloomington IN 47408-3551
</Table>
55
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
CALIFORNIA TAX-EXEMPT FUND
SEI Private Trust Company 6,354,983.9000 29.10%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 5,027,915.3800 23.02%
c/o Laird Norton
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
CA Tax Free Fund Inc Fund 5,009,299.0000 22.94%
Attn: Shawn McCafferty
2 Avenue de Lafayette
4 North
Boston, MA 02111-1724
Kanaly Trust Company 2,932,015.0000 13.43%
Attn: Meghan Arnold
4550 Post Oak Place, Suite 139
Houston, TX 77027
SEI Private Trust Company 1,477,737.7600 6.77%
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
CALIFORNIA TAX EXEMPT FUND - CLASS C
North Valley Bancorp 405,226.6300 88.58%
Attn: Liz Gowen
1327 South St
Redding, CA 96001-1979
First National Bank 52,231.6600 11.42%
5900 LA Place CT Ste 200
Carlsbad, CA 92008-8832
INTERMEDIATE TERM MUNICIPAL FUND
SEI Private Trust Company 68,811,474.1400 83.33%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
56
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 4,671,056.8060 5.66%
One Freedom Valley Drive
Oaks, PA 19456
PENNSYLVANIA MUNICIPAL BOND FUND
Sheldon & Co 1,991,900.0500 42.32%
c/o National City Bank
P.O. Box 94984
Cleveland, OH 44101-4984
SEI Private Trust Company 467,591.8440 9.93%
One Freedom Valley Drive
Oaks, PA 19456
East Stroudsburg Savings Association 460,644.4380 9.79%
Asset Management & Trust Services
744 Main St
Stroudsburg PA 18360
ACNB Company 370,715.7830 7.88%
Adams County National Bank
P.O. Box 4566
Gettysburg, PA 17325-4566
Sheldon & Co 285,169.1570 6.06%
National City Bank TTEE Trust Mutual Funds
P.O. Box 94984
Cleveland, OH 44101-4984
SEI Private Trust Company 257,653.7280 5.47%
One Freedom Valley Drive
Oaks, PA 19456
PENNSYLVANIA MUNICIPAL BOND FUND - CLASS A
SEI Private Trust Company 5,072,900.9880 95.28%
One Freedom Valley Drive
Oaks, PA 19456
PENNSYLVANIA TAX FREE FUND
Lawood & Co. 5,183,974.0500 41.90%
c/o Woodlands Bank
Attn: David Bartges
2450 E. Third Street
Williamsport, PA 17701-4006
</Table>
57
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 4,378,029.0000 35.38%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 1,026,348.7900 8.29%
One Freedom Valley Drive
Oaks, PA 19456
Sentrust/Sentry Trust Company 626,363.2300 5.06%
785 5th Ave
Chambersburg, PA 17201-4232
PENNSYLVANIA TAX FREE FUND - CLASS B
SEI Private Trust Company 22,806,389.2800 70.19%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Reich & Tang Services Inc. 6,336,824.9700 19.50%
FBO Various Customers
600 Fifth Avenue
New York, NY 10020-2302
SEI Private Trust Company 3,347,153.5100 10.30%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
NEW JERSEY MUNICIPAL BOND FUND
SEI Private Trust Company 6,730,557.4350 95.45%
One Freedom Valley Drive
Oaks, PA 19456
NEW YORK MUNICIPAL BOND FUND
SEI Private Trust Company 8,746,052.0520 95.10%
One Freedom Valley Drive
Oaks, PA 19456
CALIFORNIA MUNICIPAL BOND FUND
SEI Private Trust Company 1,206,137.1440 6.85%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
58
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 16,340,494.9870 92.76%
One Freedom Valley Drive
Oaks, PA 19456
SEI DAILY INCOME TRUST
MONEY MARKET FUND
SEI Private Trust Company 247,252,167.2900 49.51%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 80,712,100.0200 16.16%
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
CAMCO 36,705,326.0500 7.35%
c/o CT Trust Services
80 West St Ste 201
Rutland, VT 05701
MONEY MARKET FUND - CLASS B
SEI Private Trust Company 54,802,747.7500 44.84%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Citizens Bank of Massachusetts 11,312,240.3000 9.26%
Private Client Group
Attn: Karen Crowley-Soto
53 State St. Fl 7
Boston, MA 02109-2804
Colorado Business Bank 10,204,944.5600 8.35%
Attn: Brenda Thayer
821 17th St
Denver, CO 80202-3040
Mercantile Trust & Savings Bank 9,321,070.9600 7.63%
Attn: Scott Reinold
440 Maine St
Quincy, IL 62301-3957
</Table>
59
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Citizens First Savings Bank 9,018,657.9000 7.38%
Attn: Don Jensen
525 Water Street
Port Huron, MI 48060-5434
SEI Private Trust Company 6,327,343.2800 5.18%
c/o SEI Corporation
P.O. Box 1100
One Freedom Valley Drive
Oaks, PA 19456
MONEY MARKET FUND - CLASS C
Citizens Bank - MA 44,807,414.1100 26.51%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Sun National Bank 17,732,329.1300 10.49%
Toni Hill - Cash Management Dept
226 Landis Ave
Vineland, NJ 08360-8145
United Community Banks 12,391,514.7900 7.33%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville GA 30514-0398
Ameriserv Trust & Financial Services Co. 9,478,422.3500 5.61%
Attn: Sweep Desk
P.O. Box 520
Johnstown, PA 15907-0520
Provident Bank 9,390,000.0000 5.55%
400 Bella Blvd
Montebello, NY 10901
Citizens Investment Services Corp. - RI 8,675,715.7700 5.13%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
</Table>
60
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
MONEY MARKET FUND - CLASS SWEEP
Sun National Bank 27,241,415.2100 34.92%
Toni Hill - Cash Management Dept
226 Landis Ave
Vineland, NJ 08360-8145
United Community Banks 13,155,280.3500 16.86%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
Missouri State Bank & Trust Company 8,696,331.8700 11.15%
Attn: Brenda Moake
100 S. 4th St
St. Louis, MO 63102-1800
Tri County Bank
Operations Center 6,976,098.3600 8.94%
P.O. Box 909
Chico, CA 95927-0909
Texas Capital Bank National Association 4,596,386.2300 5.89%
Attn: Jesse Cantu
6060 N Central Expy Ste 800
Dallas, TX 75206-5214
GOVERNMENT II FUND
United States Trust Company 173,295,408.8700 32.07%
Attn: Rich Lynch
P.O. Box 131
Boston, MA 02101-0131
PABL & Co. 88,275,924.9300 16.34%
c/o Peabody & Arnold
Attn: Peggy Ohrenberger
50 Rowes Wharf
Boston, MA 02110-3339
Gilman 55,558,179.9100 10.28%
c/o Charter Trust
P.O. Box 2530
Concord, NH 03302-2530
</Table>
61
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 55,126,104.8300 10.20%
c/o The Peoples Bank
One Freedom Valley Drive
Oaks, PA 19456
Fleet National Bank 43,860,468.6800 8.12%
Attn: ACM Sweep Funds
P.O. Box 92800
Rochester, NY 14692-8900
SEI Private Trust Company 35,531,833.6500 6.58%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 28,783,637.5800 5.33%
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
GOVERNMENT II FUND - CLASS B
SEI Private Trust Company 51,424,087.6300 27.75%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
United States Trust Company 48,503,958.9900 26.17%
Attn: Rich Lynch
P.O. Box 131
Boston, MA 02101-0131
Compass Bank Treasury Management 26,391,000.0000 14.24%
Attn: Shirley Cain
P.O. Box 10566
Birmingham, AL 35296-0566
SEI Private Trust Company 23,248,705.7500 12.55%
c/o The Peoples Bank
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
</Table>
62
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
CENCO 11,013,910.3700 5.94%
c/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
GOVERNMENT II FUND - CLASS C
Compass Bank Treasury Management 26,719,000.0000 55.85%
Attn: Shirley Cain
P.O. Box 10566
Birmingham, AL 35296-0566
CENCO 14,355,617.1400 30.01%
c/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
PRIME OBLIGATION FUND
Byrd & Co 441,696,169.4900 14.61%
First Union National Bank
Sweeps Funds Processing - PA 4905
123 S. Broad St
Philadelphia, PA 19109
Byrd & Co 431,118,824.5200 14.26%
First Union National Bank
Sweeps Funds Processing - PA 4905
123 S. Broad St
Philadelphia, PA 19109
SEI Private Trust Company 300,470,264.8600 9.94%
One Freedom Valley Drive
Oaks, PA 19456
The New Hillman Company 280,647,435.1500 9.28%
c/o Amalgamated Bank of New York
Attn: Rosemarie Rodin
11-15 Union Square
New York, NY 10459-2792
SEI Private Trust Company 172,594,137.1700 5.71%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
63
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
PRIME OBLIGATION FUND - CLASS B
Byrd & Co 200,405,959.0200 32.46%
First Union National Bank
Sweeps Funds Processing - PA 4905
123 S. Broad St
Philadelphia, PA 19109
SEI Trust 101,017,768.7700 16.36%
c/o Chevy Chase Trust
One Freedom Valley Drive
Oaks, PA 19456
Brotherhood Bank and Trust Company 78,891,405.0100 12.78%
Attn: Connie Herold
756 Minnesota Avenue
Kansas City, KS 66101-2704
Muir & Co. 32,322,947.0300 5.24%
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
PRIME OBLIGATION FUND - CLASS C
SEI Private Trust Company 261,527,870.3100 32.86%
FBO Smith Barney Corporate Trust
One Freedom Valley Drive
Oaks, PA 19456
Citizens Bank 215,652,617.7400 27.10%
Attn: Patty Neuenfeldt
328 South Saginaw St
MC 002081
Flint, MI 48502-1923
Sterling Bank 75,691,355.9700 9.51%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
SEI Private Trust Company 58,875,280.7600 7.40%
Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456
</Table>
64
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
PRIME OBLIGATION FUND - CLASS S
First State Bank of Russellville 5,919,276.3100 16.55%
P.O. Box 10610
Russellville, AR 72812-0610
United Community Banks 5,051,079.5000 14.12%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
Texas Capital Bank 2,781,283.7300 7.77%
National Association
Attn: Jesse Cantu
6060 N. Central Expy Ste 800
Dallas, TX 75206-5214
Mahopac National Bank 2,417,904.9800 6.76%
630 Route 6
Mahopac, NY 10541-1651
Modesto Commerce Bank 2,258,027.9600 6.31%
1623 J St
Modesto, CA 95354-1126
SEI Private Trust Company 2,217,233.7300 6.20%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Cathay Bank 2,215,133.8100 6.19%
777 N. Broadway
Los Angeles, CA 90012-2819
Manufacturers Bank 2,136,116.3300 5.97%
Customer Services
Attn: Edwin Sarao
515 S. Figueroa St. Fl 4
Los Angeles, CA 90071-3301
Rockingham Heritage Bank 1,898,007.9100 5.31%
110 University Blvd
Harrisonburg, VA 22801-3746
</Table>
65
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
PRIME OBLIGATION FUND - CLASS H
SEI Private Trust Company 39,540,050.1100 100.00%
One Freedom Valley Drive
Oaks, PA 19456
GOVERNMENT FUND
SEI Private Trust Company 165,328,942.4000 38.47%
One Freedom Valley Drive
Oaks, PA 19456
People's Bank 77,466,083.6300 18.03%
Attn: Trust Department, May Lou Varnum
850 Main Street, RC 13-505
Bridgeport, CT 06604-4917
Byrd & Co 32,893,249.5300 7.65%
First Union National Bank
Sweeps Funds Processing - PA 4905
Penn Mutual Insurance Building
Philadelphia, PA 19106
SEI Private Trust Company 32,405,462.0100 7.54%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Westwood Trust 32,109,406.4000 7.47%
Attn: Operations
300 Crescent Court Ste 1300
Dallas, TX 75201-7871
SEI Private Trust Company 23,325,005.4700 5.43%
c/o Laird Norton
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
GOVERNMENT FUND - CLASS B
Band and Co. 69,704,689.7600 48.79%
Attn: Edward McIlveen
P.O. Box 1787
Milwaukee, WI 53201-1787
</Table>
66
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Trust 28,585,095.2600 20.01%
c/o Chevy Chase Trust
One Freedom Valley Drive
Oaks, PA 19456
Evergreen Bank 17,932,045.4600 12.55%
301 E Lake Ave E
Seattle, WA 98109-5407
SEI Private Trust Company 7,235,129.2700 5.06%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
GOVERNMENT FUND - CLASS C
Sterling Bank 71,422,265.3700 64.09%
Attn: Joe Klingen
15000 Northwest Freeway
Houston, TX 77040-3299
SWS Financial Services, Inc. 16,486,570.3100 14.79%
Attn: Kim Ramirez
1201 Elm St. Ste 3500
Dallas, TX 75270-2108
Pacific Western Bank 6,664,005.7100 5.98%
5900 LA Place CT Ste 200
Carlsbad, CA 92008-8832
GOVERNMENT FUND - CLASS SWEEP
United Community Banks 11,938,207.7300 37.62%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
Chelsea State Bank 8,612,657.6000 27.14%
1010 S Main Street
Chelsea, MI 48118-1427
Manufacturers Bank
Customer Services 1,696,668.4300 5.35%
Attn: Edwin Sarao
515 S. Figueroa St. Fl 4
Los Angeles, CA 90071-3301
</Table>
67
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
TREASURY II FUND
The New Hillman Company 71,929,348.5400 22.63%
c/o Amalgamated Bank of New York
Attn: Rosemarie Rodin
11-15 Union Square
New York, NY 10459-2792
Naidot & Co. 71,418,627.2800 22.47%
c/o Bessemer Trust Company
Attn: Peter Scully
630 Fifth Avenue, 38th Floor
New York, NY 10111-0100
Muir & Co. 50,535,575.5400 15.90%
c/o Frost National Bank
Attn: Julia Warden
P.O. Box 2950
San Antonio, TX 78299-2950
SEI Private Trust Company 36,442,540.3900 11.47%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
Trulin & Co. 21,847,848.8800 6.87%
c/o JP Morgan Manhattan Bank
Attn: Settlement Department
P.O. Box 1412
Rochester, NY 14603
TREASURY II FUND - CLASS B
Compass Bank Treasury Management 61,173,000.0000 44.89%
Attn: Shirley Cain
15 South 20th St, Suite 702
Birmingham, AL 35233-2000
Muir & Co. 23,177,770.9000 17.01%
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
SEI Private Trust Company 13,035,316.6800 9.57%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
</Table>
68
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 10,455,501.1600 7.67%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 8,554,349.7700 6.28%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Band and Co. 8,023,900.8000 5.89%
Attn: Edward McIlveen
P.O. Box 1787
Milwaukee, WI 53201-1787
TREASURY II FUND - CLASS C
Compass Bank Treasury Management 45,865,000.0000 80.20%
Attn: Shirley Cain
15 South 20th St, Suite 702
Birmingham, AL 35233-2000
CENCO 8,915,002.9900 15.59%
c/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0566
TREASURY FUND
CherryTrust & Co. 103,412,560.3900 44.65%
c/o The Bank of Cherry Creek
Attn: Daniel Rich
3033 E 1st Avenue
Denver, CO 80206-5617
SEI Private Trust Company 49,947,116.7400 21.57%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 18,537,344.4100 8.00%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
69
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
BMS and Company 16,673,068.0000 7.20%
c/o Central Trust Bank
Attn: Trust Operations
P.O. Box 779
Jefferson City, MO 65102-0779
First Trust Division of 15,690,836.6900 6.77%
First Indiana Bank
3925 River Crossing Pkwy Ste 200
Indianapolis, IN 46240-2281
TREASURY FUND - CLASS B
Citizens Bank 99,081,038.7300 48.68%
Attn: Patty Neuenfeldt
328 South Saginaw St MC002081
Flint, MI 48502-1923
SEI Trust 43,025,012.4800 21.14%
c/o Chevy Chase Trust
One Freedom Valley Drive
Oaks, PA 19456
Band and Co. 18,967,297.1500 9.32%
Attn: Edward McIlveen
P.O. Box 1787
Milwaukee, WI 53201-1787
SEI Private Trust Company 10,913,142.5400 5.36%
Attn: Ian Weiss
One Freedom Valley Drive
Oaks, PA 19456
TREASURY FUND - CLASS C
First Victoria National Bank 17,409,328.5800 20.59%
Attn: Grace Pantel
P.O. Box 1338
Victoria, TX 77902-1338
First National Bank & Trust of Newtown 11,541,690.5300 13.65%
40 South State Street
P.O. Box 158
Newtown, PA 18940-0158
</Table>
70
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Citizens Bank - MA 10,296,869.4800 12.18%
Cash Management Operations
1 Citizens Drive
Riverside, RI 02915-3019
Texas Capital Bank National Association 4,477,617.9900 5.30%
Attn: Jesse Cantu
6060 N Central Expy Ste 800
Dallas, TX 75206-5214
Modesto Commerce Bank 4,386,249.0300 5.19%
1623 J Street
Modesto, CA 95354-1126
TREASURY FUND - CLASS S
Citizens Bank 58,305,745.6300 50.59%
Attn: Patty Neuenfeldt
328 South Saginaw St MC002081
Flint, MI 48502-1923
City National Bank as Agent for 16,730,238.8400 14.52%
Various Accounts
Attn: Trust Ops/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520
SWS Financial Services 8,589,376.9100 7.45%
Attn: Kim Ramirez
1201 Elm St. Ste 3500
Dallas, TX 75270-2108
South Central Bank 8,156,645.3000 7.08%
525 W. Roosevelt Rd
Chicago, IL 60607-4905
United Community Banks 6,207,712.1700 5.39%
Attn: Jeanette Garrett
P.O. Box 398
Blairsville, GA 30514-0398
CORPORATE DAILY INCOME FUND
SEI Private Trust Company 97,405,379.4440 54.85%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
71
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 9,374,386.2300 5.28%
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
SHORT-DURATION GOVERNMENT FUND
SEI Private Trust Company 15,103,741.5010 58.01%
One Freedom Valley Drive
Oaks, PA 19456
Capital City Trust Company 2,543,203.5640 9.77%
Attn: Linda Glessner
P.O. Box 1549
Tallahassee, FL 32302-1549
c/o Frost Bank 1,964,723.6300 7.55%
Muir & Co.
P.O. Box 2479
San Antonio, TX 72898
INTERMEDIATE-DURATION GOVERNMENT FUND
SEI Private Trust Company 4,029,360.2790 37.12%
One Freedom Valley Drive
Oaks, PA 19456
National Fiduciary Services N.A. 3,167,708.6800 29.19%
Attn: Stephanie Crippen
10411 Westheimer Rd. Ste 200
Houston, TX 77042-3500
SEI Private Trust Company 1,312,987.8590 12.10%
One Freedom Valley Drive
Oaks, PA 19456
GNMA FUND
SEI Private Trust Company 8,444,783.6880 45.62%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 2,554,787.9830 13.80%
Attn: Robert Silvestri
One Freedom Valley Drive
Oaks, PA 19456
</Table>
72
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 1,319,298.5720 7.13%
One Freedom Valley Drive
Oaks, PA 19456
SEI INDEX FUNDS
S&P 500 INDEX FUND - CLASS E
Nationwide Life Insurance Company 4,505,064.8460 17.18%
c/o NACO - IPO Portfolio Accounting
Attn: Denise Bradley
P.O. Box 18209
Columbus, OH 43218
SEI Private Trust Company 2,922,905.3800 11.15%
One Freedom Valley Drive
Oaks, PA 19456
Northern Trust 2,828,177.2620 10.79%
FBO Harnischfeger Master Retirement
50 S LaSalle
Chicago, IL 60675-0001
Citibank NA TTEE for Moore Wallace 2,253,841.3580 8.60%
North America Inc. Master Retirement Trust
111 Wall Street 14/14
New York, NY 10043-1000
Nationwide Life Insurance Company 1,751,746.8980 6.68%
Nationwide GPVA
c/o IPO Portfolio Accounting
P.O. Box 18209
Columbus, OH 43218-2029
S&P 500 INDEX FUND - CLASS A
SEI Private Trust Company 14,831,480.5520 77.20%
One Freedom Valley Drive
Oaks, PA 19456
S&P 500 INDEX FUND - CLASS I
Wachovia Bank FBO 42,147.7340 17.86%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
</Table>
73
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Custodian SEI Trust 39,644.8070 16.79%
FBO The Clarks Companies NA
Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 35,569.4270 15.07%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Co FBO 15,520.0480 6.57%
West Michigan Gastroenterology
PC 401 Profit Sharing Plan
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 15,113.0860 6.40%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 13,370.5710 5.66%
Fox Wackeen Seeley Sweet Beard Sobel LLP
401(k) Profit Sharing Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
BOND INDEX FUND
SEI Private Trust Company 1,339,717.4640 21.54%
One Freedom Valley Drive
Oaks, PA 19456
Bank of Stockton Trust Department 834,602.3690 13.42%
P.O. Box 1110
Stockton, CA 95201-1110
SEI Private Trust Company 540,952.7760 8.70%
c/o HDCM Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 539,408.4400 8.67%
c/o Community Trust & Inv
One Freedom Valley Drive
Oaks, PA 19456
</Table>
74
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Muir & Co. 539,331.0540 8.67%
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
Nabank & Co. 405,984.3420 6.53%
Attn: Record Keeping
P.O. Box 2180
Tulsa, OK 74101-2180
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH FUND
SEI Private Trust Company 171,870,173.5760 75.59%
One Freedom Valley Drive
Oaks, PA 19456
LARGE CAP GROWTH FUND - CLASS I
Wachovia Bank FBO 444,643.5310 26.35%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 338,519.4150 20.06%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust CO 265,534.5740 15.74%
FBO The Colony Resorts LVH
A/C 1055003796 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust 225,954.0930 13.39%
FBO The Clarks Companies NA
Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
</Table>
75
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SMALL CAP VALUE FUND
SEI Private Trust Company 33,128,560.6720 73.39%
One Freedom Valley Drive
Oaks, PA 19456
SMALL CAP VALUE FUND - CLASS I
SEI Private Trust Company FBO 61,895.0060 18.14%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 53,846.9570 15.78%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 42,257.6510 12.38%
The Clarks Companies NA
Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 28,389.6650 8.32%
Quantas Airways Limited
Capital Accumulation
c/o Doug Kelly
1700 W 82 St. Ste 125
Bloomington, MN 55431-1404
HIGH YIELD BOND FUND
SEI Private Trust Company 94,261,152.7790 70.86%
One Freedom Valley Drive
Oaks, PA 19456
LARGE CAP VALUE FUND
SEI Private Trust Company 161,460,365.8370 76.64%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
76
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
LARGE CAP VALUE FUND - CLASS I
Patterson & Co. Cust SPTC FBO 242,826.3260 24.00%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Wachovia Bank FBO 226,269.6660 22.36%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust 142,657.1360 14.10%
FBO The Clarks Companies NA
Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 88,197.8940 8.72%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
CORE FIXED INCOME FUND
SEI Private Trust Company 298,491,994.2660 77.88%
One Freedom Valley Drive
Oaks, PA 19456
CORE FIXED INCOME FUND - CLASS I
Wachovia Bank FBO 268,179.0880 28.60%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 209,746.3270 22.37%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 80,644.9370 8.60%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
</Table>
77
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Cust SPTC FBO 51,041.2140 5.44%
Quantas Airways Limited
Capital Accumulation c/o Doug Kelly
1700 W 82 St. Ste 125
Bloomington, MN 55431-1404
SMALL CAP GROWTH FUND
SEI Private Trust Company 36,457,559.1410 56.62%
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Customer 4,447,632.2960 6.91%
SEI Trust Company FBO
Moore Wallace North America Inc.
A/C 1055003153
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SMALL CAP GROWTH FUND - CLASS I
Patterson & Co. Custodian 194,037.0170 35.00%
SEI Trust FBO The Clarks Companies
NA Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 74,787.2470 13.49%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 59,761.6050 10.78%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 36,243.2740 6.54%
Quantas Airways Limited
Capital Accumulation c/o Doug Kelly
1700 W 82 St. Ste 125
Bloomington, MN 55431-1404
Wachovia Bank FBO Various 29,432.5180 5.31%
Retirement Plans 98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
</Table>
78
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
MID-CAP FUND
SEI Private Trust Company 1,080,252.5200 55.59%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 148,880.5990 7.66%
c/o Community Trust & Inv
One Freedom Valley Drive
Oaks, PA 19456
LARGE CAP GROWTH FUND
SEI Private Trust Company 174,376,955.3990 91.33%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED SMALL CAP FUND
SEI Private Trust Company 15,928,827.4120 86.96%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 1,055,674.0730 5.76%
One Freedom Valley Drive
Oaks, PA 19456
REAL ESTATE FUND
SEI Private Trust Company 1,460,924.6010 57.48%
One Freedom Valley Drive
Oaks, PA 19456
SEI Asset Allocation Moderate 409,397,5950 16.11%
Strategy Fund
Attn: Jack McCue
One Freedom Valley Drive
Oaks, PA 19456
SEI Asset Allocation Tax-Managed 205,761.1210 8.10%
Conservative Strategy Fund
Attn: Jack McCue
One Freedom Valley Drive
Oaks, PA 19456
</Table>
79
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Asset Allocation Consevative 159,555.6750 6.28%
Strategy Fund
Attn: Jack McCue
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED LARGE CAP FUND - CLASS Y
SEI Private Trust Company 479,928.8480 100.00%
One Freedom Valley Drive
Oaks, PA 19456
SEI INSTITUTIONAL INTERNATIONAL TRUST
INTERNATIONAL EQUITY FUND
SEI Private Trust Company 231,943,694.4510 83.50%
One Freedom Valley Drive
Oaks, PA 19456
INTERNATIONAL EQUITY FUND - CLASS I
Patterson & Co. Cust SPTC FBO 83,046.9600 14.35%
Life Insurance Co. Agent's Retirement Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 68,873.2480 11.90%
Elkem Metals Inc Retirement SP
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Wachovia Bank FBO 62,038.7290 10.72%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust 59,633.4860 10.30%
FBO The Clarks Companies NA
Employee Savings Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
</Table>
80
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Custodian 48,043.8410 8.30%
SEI Trust FBO Anesthecare Inc.
Profit Sharing Plan
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian 46,552.2360 8.04%
SEI Trust FBO J&J Distributing Co.
401(k) Plan
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 38,427.0710 6.64%
Quantas Airways Limited
Capital Accumulation
c/o Doug Kelly
1700 W 82 St. Ste 125
Bloomington, MN 55431-1404
INTERNATIONAL FIXED INCOME FUND
SEI Private Trust Company 63,627,949.7290 84.03%
One Freedom Valley Drive
Oaks, PA 19456
EMERGING MARKETS EQUITY FUND
SEI Private Trust Company 77,516,566.6970 82.93%
One Freedom Valley Drive
Oaks, PA 19456
EMERGING MARKETS DEBT FUND
SEI Private Trust Company 53,278,795.0140 78.94%
One Freedom Valley Drive
Oaks, PA 19456
SEI ASSET ALLOCATION TRUST
DIVERSIFIED CONSERVATIVE INCOME FUND
The Annuity Fund of the PBA of the 1,187,083.4380 22.51%
City of New York
40 Fulton St. Lobby 2
New York, NY 10038-1850
</Table>
81
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 642,274.8210 12.18%
One Freedom Valley Drive
Oaks, PA 19456
DIVERSIFIED CONSERVATIVE INCOME FUND - CLASS D
SEI Private Trust Company 315,882.1170 27.58%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Wachovia BK NA TTEES UAD 5/12/99 288,957.6040 25.23%
for Children's Healthcare of
Atlanta Option Plan
123 S. Broad St. 4903
Philadelphia, PA 19109-1029
SEI Private Trust Company 117,135.6330 10.23%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Community Bank 68,819.6410 6.01%
Custodian FBO Western Bank
6 Rhoads Dr
Utica, NY 13502-6317
DIVERSIFIED CONSERVATIVE FUND - CLASS A
Patterson & Co. Custodian 1,352,040.9970 16.45%
SEI Trust Company
FBO Moore Wallace North America Inc.
A/C 1055003153
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company 938,193.7620 11.42%
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Cust SPTC FBO 727,952.2280 8.86%
FBO Alfa Mutual Insurance Company Savings
and Profit Sharing Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
</Table>
82
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company 609,678.3450 7.42%
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Custodian SEI Trust FBO 439,997.1590 5.35%
CLP Profit Sharing Plan and Savings Plan
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
Wells Fargo Bank NA FBO 424,451.4540 5.16%
SBC Management Corp Serp 10259500
P.O. Box 1533
Minneapolis, MN 55480
DIVERSIFIED CONSERVATIVE FUND - CLASS D
New Alliance Bank 135,127.3510 15.53%
Attn: Joan Hemperly
195 Church St
New Haven, CT 06510-2009
Wachovia BK NA TTEES UAD 5/12/99 87,711.3450 10.08%
for Children's Healthcare of
Atlanta Option Plan
123 S. Broad St. 4903
Philadelphia, PA 19109-1029
Community Bank 76,259.7480 8.77%
Custodian FBO Western Bank
6 Rhoads Dr
Utica, NY 13502-6317
Patterson & Co. Custodian SEI Trust 64,274.8850 7.39%
FBO Mabo Mining Co.
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Community Bank NA as Custodian FBO 76,259.7480 8.77%
Western Bank PS Plan Benefits Plans
Administrators
6 Rhoads Dr
Utica, NY 13502-6317
SEI Private Trust Company 55,719.3360 6.41%
FBO 601 Banks
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
</Table>
83
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
DIVERSIFIED MODERATE GROWTH FUND - CLASS A
Patterson & Co. Custodian 13,101,907.3990 45.24%
SEI Trust Company FBO Moore Wallace
North America Inc.
A/C 1055003153
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company 2,703,798.4670 9.34%
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 1,762,742.8960 6.09%
One Freedom Valley Drive
Oaks, PA 19456
DIVERSIFIED MODERATE GROWTH FUND - CLASS D
Community Bank 151,630.0150 8.90%
Custodian FBO Western Bank
6 Rhoads Dr
Utica, NY 13502-6317
SEI Private Trust Company 120,229.1190 7.05%
FBO 601 Banks Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co Cust SEI Trust FBO 113,372.9450 6.65%
Travel Dynamics Inc 401(k) Plan
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 112,077.3710 6.58%
Charles Ryan Assoc Salary Reduction
P/S Plan
c/o PFPC Inc.
3507 Frontage Rd Ste. 200
Tampa, FL 33607-7013
Patterson & Co. Custodian 86,269.6760 5.06%
SEI Private Trust FBO Liss
Global 401(k) PSP
PFPC c/o RKU Department
1525 West WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
</Table>
84
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
DIVERSIFIED GLOBAL GROWTH FUND - CLASS A
SEI Private Trust Company 3,994,630.7910 24.93%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company 1,539,566.2450 9.61%
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Custodian 1,371,415.6050 8.56%
SEI Trust Company FBO Moore Wallace
North America Inc.
A/C 1055003153
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL GROWTH FUND - CLASS D
City Bank Trust 227,229.6750 17.83%
Attn: Ricky D Neal
5219 City Bank Parkway
Lubbock, TX 79407-3544
Patterson & Co. Cust SPTC FBO 214,435.6170 16.82%
Alfred M. Lutheran Distributors Inc. 401(k)
Profit Sharing Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 140,418.5240 11.02%
The Heritage Automotive Group 401(k)
Profit Sharing Plan
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 108,232.9800 8.49%
Phoenix Mechanical Contracting 401(k)
Profit Sharing Plan
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 73,735.9900 5.78%
Champagne/Lafayette, Inc. 401(k)
Profit Sharing Plan c/o PFPC Inc.
3507 Frontage Rd. Ste 200
Tampa, FL 33607-7013
</Table>
85
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company FBO 601 Banks 68,331.6790 5.36%
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
DIVERSIFIED U.S. STOCK FUND - CLASS A
SEI Private Trust Company 1,418,274.3280 19.63%
One Freedom Valley Drive
Oaks, PA 19456
Oltrust & Co. 396,451.9620 5.49%
P.O. Box 966
Evansville, IN 47706-0966
DIVERSIFIED U.S. STOCK FUND - CLASS D
SEI Private Trust Company 148,960.7170 12.87%
One Freedom Valley Drive
Oaks, PA 19456
Oltrust & Co. 134,498.5140 11.62%
Attn: Gary Werner
P.O. Box 966
Evansville, IN 47706-0966
Carn & Co 02221501 112,737.2790 9.74%
Metallurgical Products Co 401(k) & PS
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
PENCO FBO F.N. Sheppard 401(k) 71,555.1880 6.18%
Attn: Cynthia Robbins
P.O. Box 17540
Crestview Hills, KY 41017-0540
DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS A
SEI Private Trust Company 3,680,913.3240 23.04%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company FBO 2,430,781.2910 15.21%
Cole Parmer Employees' P/S Plan
c/o PFPC Inc.
Attn: Doug Kelly
1700 W. 82 St Ste 125
Bloomington, MN 55431-1404
</Table>
86
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Custodian SEI Trust FBO 1,946,216.9690 12.18%
NAB Pension Retirement Plan and Trust
Attn: Doug Kelly
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 843,834.3750 5.28%
Daytona Anesthesiology Associates
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS D
Patterson & Co. Cust SPTC FBO 162,695.6130 25.00%
Alfred M. Lutheran Distributors Inc. 401(k)
Profit Sharing Plan
1525 West WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
SEI Private Trust Company 144,861.8860 22.26%
One Freedom Valley Drive
Oaks, PA 19456
SEI Private Trust Company FBO 601 Banks 71,622.3370 11.01%
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Custodian SEI Trust FBO 43,820.7070 6.73%
Marine Systems Corporation 401(k) Plan
Attn: Mutual Funds - Star
1525 West WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL STOCK FUND - CLASS A
SEI Private Trust Company 2,758,679.5600 24.00%
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Custodian SEI Trust FBO 1,018,906.9150 8.86%
Pipefitters & Plumber Local 524
Pension and Annuity Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
87
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company FBO 790,584.1210 6.88%
SEI Capital Accumulation Plan
c/o PFPC Inc.
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 620,331.2520 5.40%
Alfa Mutual Insurance Company Savings
and Profit Sharing Plan
1525 W WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL STOCK FUND - CLASS D
SEI Private Trust Company FBO 138,805.3690 18.47%
Champagne/Lafayette, Inc.
401(k) Profit Sharing Plan
c/o PFPC Inc.
3507 Frontage Rd Ste 200
Tampa, FL 33607-7013
Patterson & Co. Custodian SEI Trust FBO 69,306.0550 9.22%
The Heritage Automotive Group 401(k)
Profit Sharing Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SPTC FBO 47,871.1420 6.37%
Novick Brothers Corporation 401(k)
1700 W 82 St Ste 125
Bloomington, MN 55431-1404
SEI Private Trust Company FBO 601 Banks 41,565.2930 5.53%
Attn: Eileen Carlucci
One Freedom Valley Drive
Oaks, PA 19456
Patterson & Co. Custodian SEI Trust FBO 38,415.0320 5.11%
Charleston Med Ctr Pharmacy 401(k)
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED CONSERVATIVE INCOME FUND - CLASS I
Patterson & Co Cust SEI Trust FBO 71,913.2010 25.13%
Presbyterian Homes & Services Inc. 401(k)
Pension Plan 1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
88
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust Company FBO 34,768.8820 12.15%
Elkem Metals Inc. Retirement SP
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 21,019.4160 7.35%
AMG Interational Inc. 401(k)
Profit Sharing Plan
1525 W WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust for SPTC FBO 20,857.5880 7.29%
Internal Medicine Associates of
Anderson PA 401(k) Profit Sharing Plan
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 16,496.5030 5.77%
Wyomissing Surgical Clinic LTD
Profit Sharing Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian 15,024.1210 5.25%
SEI Trust FBO Arlington Orthopedic
Association 401(k) PSP
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED CONSERVATIVE FUND - CLASS I
SEI Private Trust Company FBO 101,660.4290 17.55%
Edouard J. Servy MD PC
Profit Sharing Plan
Attn: PFPC c/o Doug Kelly
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co Cust SEI Trust FBO 76,165.3120 13.15%
The Clarks Companies NA
Employee Savings Plan
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
</Table>
89
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Cust SEI Trust FBO 62,586.0320 10.81%
Presbyterian Homes & Services Inc.
401(k) Pension Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 45,774.9100 7.90%
Poorman's Heating & Conditioning
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 35,765.8120 6.18%
Elkem Metals Inc. Retirement SP
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 31,334.7160 5.41%
FBO BRI Inc. 401(k) Retirement
Savings Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED MODERATE GROWTH FUND - CLASS I
Wachovia Bank FBO 314,856.8290 23.44%
Various Retirement Plans
98888888836 NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
SEI Private Trust Company FBO 129,623.1140 9.65%
Colony Marine Sales & Service Inc.
Employees Profit Sharing 401(k) Plan
Attn: Doug Kelly
1700 W 82 St Ste 125
Bloomington, MN 55431-1404
Patterson & Co. Cust SEI Trust FBO 114,674.2480 8.54%
Presbyterian Homes & Services Inc.
401(k) Pension Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
90
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co. Cust SEI TR FBO 74,697.2930 5.56%
King Orthodontics 401(k)
Acct 1055003778
1525 W WT Harris Blvd NC 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL GROWTH FUND - CLASS I
Patterson & Co. Custodian SEI Trust FBO 156,060.8830 10.16%
Foley Baron & Metzger PLLC 401
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust CO 113,944.5320 7.42%
FBO Harold S. Ross MD PC 401(k)
A/C 1055003803 NC 1151
1525 W WT Harris Blvd
Charlotte, NC 28288-0001
Patterson & Co. Custodian SEI Trust FBO 110,760.7200 7.21%
Barnegat Animal Clinic 401(k) PSP
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 88,939.6000 5.79%
Azar Eye Clinic Profit Sharing 401(k)
1525 W WT Harris Blvd CMB 1151
Charlotte, NC 28288-0001
Patterson & Co Cust for SPTC FBO 77,273.0620 5.03%
Internal Medicine Associates of Anderson PA
401(k) Profit Sharing Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED U.S. STOCK FUND - CLASS I
Patterson & Co. Cust SEI Trust FBO 36,022.7600 18.19%
Presbyterian Homes & Services Inc.
401(k) Pension Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
91
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
SEI Private Trust 26,216.0770 13.24%
FBO Miniature Tool & Die Inc
Profit Sharing Plan
PFPC c/o Doug Kelly
1700 W 82 St Ste 125
Bloomington, MN 55431-1404
Patterson & Co Custodian 16,227.6430 8.20%
SEI Trust FBO
Alspaugh Company 401(k) Retirement
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian 13,081.7050 6.61%
SEI Trust FBO
FBO Bri Inc. 401(k) Retirement Savings Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co. Cust SPTC FBO 12,401.9920 6.26%
Savings and Retirement Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Cust SEIPT CO FBO 11,553.3430 5.83%
Cascade Ear Nose & Throat 401(k)
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
SEI Private Trust Company 10,863.5720 5.49%
FBO Henry & Rillaa White Foundation
401(k) Plan Attn: PFPC c/o Doug Kelly
1700 W 82 St Ste 125
Bloomington, MN 55431-1404
DIVERSIFIED GLOBAL MODERATE GROWTH FUND - CLASS I
Patterson & Custodian SEI Trust 117,961.9450 11.23%
CO FBO The Colony Resorts LVH
A/C 1055003796 NC 1151
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Wachovia Bank FBO 110,153.1990 10.49%
Various Retirement Plans
9888888836 NC 1151
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
92
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson & Co Custodian SEI Trust FBO 64,825.0490 6.17%
RUSK Inc 401(k) Plan FKA Kim/Rad
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Cust SEIPT CO FBO 64,245.7950 6.12%
Brislan DBA Valley Iron 401(k)
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian SEI Trust FBO 56,973.2190 5.43%
Leonard Marchinski MD PC Employees'
Profit Sharing Trust
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian SEI Trust FBO 53,223.7560 5.07%
William A. Ivester DMD PA 401(k)
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DIVERSIFIED GLOBAL STOCK FUND - CLASS I
SEI Private Trust FBO 44,400.8100 10.28%
JDC Sales and Service Inc. 401(k)
Profit Sharing Plan
PFPC c/o Doug Kelly
1700 W 82 St Ste 125
Bloomington, MN 55431-1404
Wachovia Bank FBO 42,103.7900 9.75%
Various Retirement Plans
9888888836 NC 1151
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Circle Trust Company Cust for Pocono 38,628.7300 8.94%
Obstertrical & Gynecological Associate PC
PSP & Trust Metro Center
1 Station Pl
Stamford, CT 06902-6800
Patterson & Co Cust SEI Trust FBO 29,805.2560 6.90%
Presbyterian Homes & Services Inc.
401(k) Pension Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
</Table>
93
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
Patterson and Co. Cust SPTC FBO 27,597.7520 6.39%
Savings and Retirement Plan
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian SEI Trust FBO 24,265.4350 5.62%
Alspaugh Company 401(k) Retirement
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
Patterson & Co Custodian SEI Trust FBO 21,603.4190 5.00%
Foley Baron & Metzger PLLC 401
1525 W WT Harris Blvd 1151
Charlotte, NC 28288-0001
DEFENSIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 1,431,770.5430 100.00%
One Freedom Valley Drive
Oaks, PA 19456
DEFENSIVE STRATEGY FUND - CLASS I
SEI Corp 10.0630 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456-1100
TAX-MANAGED DEFENSIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 743,366.3660 99.42%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED DEFENSIVE STRATEGY FUND - CLASS I
SEI Corp 10.0480 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
CONSERVATIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 1,669,432.5880 96.75%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
94
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
CONSERVATIVE STRATEGY FUND - CLASS I
SEI Corp 10.0830 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
TAX-MANAGED CONSERVATIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 2,194,283.1180 100.00%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED CONSERVATIVE STRATEGY FUND - CLASS I
SEI Corp 10.0660 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
MODERATE STRATEGY FUND - CLASS A
SEI Private Trust Company 4,303,175.5560 98.91%
One Freedom Valley Drive
Oaks, PA 19456
MODERATE STRATEGY FUND - CLASS I
SEI Corp 10.0730 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
TAX-MANAGED MODERATE STRATEGY FUND - CLASS A
SEI Private Trust Company 2,154,449.8920 95.71%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED MODERATE STRATEGY FUND - CLASS I
SEI Corp 10.0580 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
</Table>
95
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
AGGRESSIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 2,773,214.5870 99.98%
One Freedom Valley Drive
Oaks, PA 19456
AGGRESSIVE STRATEGY FUND - CLASS I
SEI Corp 10.0360 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
TAX-MANAGED AGGRESSIVE STRATEGY FUND - CLASS A
SEI Private Trust Company 1,108,339.9510 100.00%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED AGGRESSIVE STRATEGY FUND - CLASS I
SEI Corp 10.0330 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
CORE MARKET STRATEGY FUND - CLASS A
SEI Private Trust Company 1,411,396.0730 100.00%
One Freedom Valley Drive
Oaks, PA 19456
CORE MARKET STRATEGY FUND - CLASS I
SEI Corp 10.0600 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
TAX-MANAGED CORE MARKET STRATEGY FUND - CLASS A
SEI Private Trust Company 491,947.1870 95.79%
One Freedom Valley Drive
Oaks, PA 19456
</Table>
96
<Page>
<Table>
<Caption>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES OWNED PERCENT OF FUND'S OUTSTANDING SHARES
- ------------------------------- ---------------------- ------------------------------------
TAX-MANAGED CORE MARKET STRATEGY FUND - CLASS I
SEI Corp 10.0320 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
MARKET GROWTH STRATEGY FUND - CLASS A
SEI Private Trust Company 7,427,796.8600 98.63%
One Freedom Valley Drive
Oaks, PA 19456
MARKET GROWTH STRATEGY FUND - CLASS I
SEI Corp 10.0410 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
TAX-MANAGED MARKET GROWTH STRATEGY FUND - CLASS A
SEI Private Trust Company 3,277,761.5900 100.00%
One Freedom Valley Drive
Oaks, PA 19456
TAX-MANAGED MARKET GROWTH STRATEGY FUND - CLASS I
SEI Corp 10.0560 100.00%
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456
</Table>
ADJOURNMENT. In the event that sufficient votes in favor of a Proposal set
forth in the Notice of the Special Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods to permit further
solicitation of proxies with respect to any such Proposal. Any such adjournment
will require the affirmative vote of a majority of the votes cast on the
question in person or by proxy at the session of the meeting to be adjourned.
The persons named as proxies will vote in favor of adjournments with respect to
a Proposal those proxies that they are entitled to vote in favor of such
Proposal. They will vote against any such adjournment those proxies required to
be voted against any such Proposals. SIMC will bear the costs of any additional
solicitation and any adjourned sessions.
QUORUM AND REQUIRED VOTE. In order to act upon a Proposal, a quorum is
required to be present at the Meeting. A majority of the aggregate number of
shares in a Fund entitled to vote at the Meeting constitutes a quorum. Any
lesser number of shares, however, is sufficient for adjournments.
With respect to SIMT, STET, SLAT, INDEX, SDIT and SIT, approval of each
Nominee listed under Proposal 1 as a Trustee of the Trust requires a
plurality of the Trust's shares voted. With respect to SAAT, approval of each
Nominee listed under Proposal 1 as a Trustee of the Trust requires a majority
vote of the Trust's shares represented. Approval of Proposals 2 and 3 and
each item under Proposal 4 with respect to a Fund
97
<Page>
requires the affirmative vote of a majority of outstanding voting shares of
the Fund. As defined in the 1940 Act, "majority of outstanding voting shares"
means the vote of: (i) 67% or more of the Fund's outstanding shares present
at a meeting, if the holders of more than 50% of the outstanding shares of
the Fund are present or represented by proxy; or (ii) more than 50% of the
Fund's outstanding shares, whichever is less.
Abstentions and "broker non-votes" will not be counted for or against a
Proposal, but will be counted for purposes of determining whether a quorum is
present. Abstentions will be counted as votes present for purposes of
determining a "majority vote of the Trust's shares represented" (Proposal 1 -
SAAT only) and "majority of outstanding voting shares" (Proposals 2, 3 and 4 -
all Funds of each Trust, as applicable) present at the Meeting and will
therefore have the effect of counting against the Proposal to which it relates.
SHAREHOLDER PROPOSALS. The Trusts do not hold annual shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to the Secretary of the
Trusts c/o SEI Investments Management Corporation, One Freedom Valley Drive,
Oaks, Pennsylvania 19456.
SHAREHOLDER COMMUNICATIONS. Shareholders wishing to submit written
communications to the Board or an individual Trustee should send their
communications to the attention of such Trustee or the Board at the applicable
Trust's address. Any such communications received will be reviewed by the Board
at its next regularly scheduled Board meeting.
REPORTS TO SHAREHOLDERS. THE TRUSTS WILL FURNISH, WITHOUT CHARGE, A COPY OF
A FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS AND ITS MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING SUCH ANNUAL REPORT, IF ANY, UPON REQUEST. Requests
should be directed to the Trusts at One Freedom Valley Drive, Oaks, Pennsylvania
19456, or by calling 1-800-DIAL-SEI.
OTHER MATTERS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that Proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD(S) AND RETURN IT PROMPTLY.
98
<Page>
EXHIBITS
EXHIBIT A - NOMINATING COMMITTEE CHARTER
THE COMMITTEE
The Nominating Committee (the "Committee") is a committee of, and
established by, the Board of Trustees (the "Board") of SEI Liquid Asset Trust,
SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust
and SEI Institutional Investments Trust (collectively, the "Trusts"). The
Committee consists of such number of members as set by the Board from time to
time and its members shall be selected by the Board. The Committee shall be
comprised entirely of "Independent Trustees." For purposes of this Charter,
Independent Trustees shall mean members of the Board who are not interested
persons of the Trusts as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended (the "1940 Act").
BOARD NOMINATIONS AND FUNCTIONS
1. The Committee shall select and nominate all persons to serve as Independent
Trustees. The Committee shall evaluate candidates' qualifications for Board
membership and the independence of such candidates from the investment
advisers and other principal service providers for the funds of the Trusts.
Persons selected must be independent in terms of both the letter and the
spirit of the 1940 Act. The Committee shall also consider the effect of any
relationships beyond those delineated in the 1940 Act that might impair
independence, E.G., business, financial or family relationships with
investment advisers or service providers.
2. The Committee also shall evaluate the qualifications of and make
recommendations for "interested" Trustee candidates to the Board.
3. The Committee may adopt from time to time specific, minimum qualifications
that the Committee believes a candidate must meet before being considered
as a candidate for Board membership and shall comply with any rules adopted
from time to time by the U.S. Securities and Exchange Commission regarding
investment company nominating committees and the nomination of persons to
be considered as candidates for Board membership.
4. The Committee shall review shareholder recommendations for nominations to
fill vacancies on the Board if such recommendations are submitted in
writing and addressed to the Committee at the applicable Trust's offices.
The Committee shall adopt, by resolution, a policy regarding its procedures
for considering candidates for the Board, including any recommended by
shareholders.
COMMITTEE NOMINATIONS AND FUNCTIONS
1. The Committee has the authority to make recommendations to the full Board
for nomination for membership on any committees of the Board.
2. The Committee is responsible for the adoption and administration of any
policy for retirement from Board membership.
3. The Committee has the authority to review as necessary the responsibilities
of any committees of the Board, whether there is a continuing need for each
committee, whether there is a need for additional committees of the Board,
and whether committees should be combined or reorganized. The Committee
shall make recommendations for any such action to the full Board.
A-1
<Page>
4. The Committee shall, on an annual basis or at least as often as is required
by law, review the performance of the Board. The Committee may invite any
or all Interested Trustees or others to participate in such reviews as it
deems appropriate.
OTHER POWERS AND RESPONSIBILITIES
1. The Committee shall meet at least once each year or more frequently in open
or executive sessions. The Committee may invite members of management,
counsel, advisers and others to attend its meetings as it deems
appropriate. The Committee shall have separate sessions with management and
others, as and when it deems appropriate.
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the applicable
Fund or Trust.
3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of
a majority of the members of the Committee present at a meeting at which a
quorum is present shall be the action of the Committee. The Committee may
meet in person or by telephone, and the Committee may act by written
consent, to the extent permitted by law and by the applicable Trust's
by-laws. In the event of any inconsistency between this Charter and a
Trust's organizational documents, the provisions of the Trust's
organizational documents shall govern.
5. The Committee shall review this Charter as appropriate and recommend any
changes to the full Board.
6. The Committee shall elect one of its members to serve as Chairman, who
shall serve until another Chairman is elected.
Adopted: June 17, 2004
A-2
<Page>
EXHIBIT B - ADVISORY AGREEMENT BETWEEN SIMC AND INDEX
INVESTMENT ADVISORY AGREEMENT
SEI INDEX FUNDS
AGREEMENT made as of the 18th day of November, 1998, by and between SEI
Index Funds, a Massachusetts business trust (the "Trust"), and SEI Investments
Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios of shares, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to the S&P 500 Index Fund and such other
portfolios as the Trust and the Adviser may agree upon (the "Funds"), and the
Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees and, except as otherwise permitted under
the terms of any exemptive relief obtained by the Adviser from the
Securities and Exchange Commission, or by rule or regulation, a majority of
the outstanding voting securities of any affected Fund(s)) and thereafter
supervise the investment activities of one or more sub-advisers deemed
necessary to carry out the investment program of any Funds of the Trust,
and to continuously review, supervise and (where appropriate) administer
the investment program of the Funds, to determine in its discretion (where
appropriate) the securities to be purchased or sold, to provide the
Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render regular
reports to the Administrator and to the Trust's officers and Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
retention of a sub-adviser by the Adviser shall not relieve the Adviser of
its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Fund set forth
in the Trust's prospectus and statement of additional information, as
amended from time to time (referred to collectively as the "Prospectus"),
and applicable laws and regulations. The Trust will furnish the Adviser
from time to time with copies of all amendments or supplements to the
Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The Adviser will not, however, pay for the cost of securities, commodities,
and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies properly
certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as presently in effect and as it
shall from time to time be amended, is herein called the "Declaration
of Trust");
B-1
<Page>
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Fund(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with other applicable
law;
(b) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. In
executing Fund transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors
that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction the
Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Fund and/or other accounts over which the
Adviser or an affiliate of the Adviser may exercise investment
discretion. The Adviser is authorized, subject to the prior approval
of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Funds which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer -- viewed in terms of that particular
transaction or terms of the overall responsibilities of the Adviser to
the Fund. In addition, the Adviser is authorized to allocate purchase
and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser or
the Trust's principal underwriter) to take into account the sale of
shares of the Trust if the Adviser believes that the quality of the
transaction and the commission are comparable to what they would be
with other qualified firms. In no instance, however, will any Fund's
securities be purchased from or sold to the Adviser, any sub-adviser
engaged with respect to that Fund, the Trust's principal underwriter,
or any affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser
as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to
the Adviser compensation at the rate(s) specified in the Schedule(s) which
are attached hereto and made a part of this Agreement. Such compensation
shall be paid to the Adviser at the end of each month, and calculated by
applying a daily rate, based on the annual percentage rates as specified in
the attached Schedule(s), to the assets of the Fund. The fee shall be based
on the average daily net assets for the month involved. The Adviser may, in
its discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
B-2
<Page>
5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are qualified for
offer and sale, the Adviser shall bear such excess cost. However, the
Adviser will not bear expenses of the Trust or any Fund which would result
in the Trust's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code. Payment of expenses by the Adviser
pursuant to this Section 5 shall be settled on a monthly basis (subject to
fiscal year end reconciliation) by a waiver of the Adviser's fees provided
for hereunder, and such waiver shall be treated as a reduction in the
purchase price of the Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if applicable,
the same such documents and information pertaining to any sub-adviser as
the Trust may reasonably request.
7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust or any Fund.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any
sub-adviser) on behalf of the Trust are the property of the Trust and will
be surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby. (As used in this Section 9,
the term "Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as
a shareholder or otherwise subject to the provisions of applicable law. All
such interests shall be fully disclosed between the parties on an ongoing
basis and in the Trust's Prospectus as required by law.
B-3
<Page>
In addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser or any sub-adviser if approved by the Board of
Trustees, subject to the rules and regulations of the Securities and
Exchange Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Fund; provided, however, that if the shareholders
of any Fund fail to approve the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to the extent permitted
by the 1940 Act and rules and regulations thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund
on not less than 30 days nor more than 60 days written notice to the
Adviser, or by the Adviser at any time without the payment of any penalty,
on 90 days written notice to the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment.
As used in this Section 11, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. NOTICE. Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered or mailed by registered, certified
or overnight mail, postage prepaid addressed by the party giving notice to
the other party at the last address furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
To the Trust at: One Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
B-4
<Page>
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Fund of the Trust shall be liable for the obligations of any other Fund of
the Trust. Without limiting the generality of the foregoing, the Adviser shall
look only to the assets of a particular Fund for payment of fees for services
rendered to that Fund.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
B-5
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI INDEX FUNDS SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Cynthia Parrish By: /s/ Todd Cipperman
------------------------------- -------------------------------
Name: Cynthia Parrish Name: Todd Cipperman
------------------------------- -------------------------------
Title: Vice President Title: Vice President
------------------------------- -------------------------------
B-6
<Page>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INDEX FUNDS
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
DATED NOVEMBER 18, 1998
AS AMENDED ____, 2004
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
<Table>
S&P 500 Index Fund .03%
Bond Index Fund .07%
</Table>
B-7
<Page>
EXHIBIT C - ADVISORY AGREEMENT BETWEEN SIMC AND SDIT
INVESTMENT ADVISORY AGREEMENT
SEI DAILY INCOME TRUST
AGREEMENT made this 17th day of March, 2003, by and between SEI Daily
Income Trust, a Massachusetts business trust (the "Trust"), and SEI Investments
Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios, each having its own investment policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its portfolios, as listed on attached
Schedule A, (each a "Fund" and, collectively, the "Funds"), and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees and, except as otherwise permitted under
the terms of any exemptive relief obtained by the Adviser from the U.S.
Securities and Exchange Commission (the "SEC"), or by rule or regulation, a
majority of the outstanding voting securities of any affected Fund(s)) and
thereafter supervise the investment activities of one or more sub-advisers
deemed necessary to carry out the investment program of any Funds of the
Trust, and to continuously review, supervise and (where appropriate)
administer the investment program of the Funds, to determine in its
discretion (where appropriate) the securities to be purchased or sold, to
provide the Trust's administrator (the "Administrator") and the Trust with
records concerning the Adviser's activities which the Trust is required to
maintain, and to render regular reports to the Administrator and to the
Trust's officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The retention of a sub-adviser by the Adviser
shall not relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Fund set forth
in the Trust's prospectus and statement of additional information, as
amended from time to time (referred to collectively as the "Prospectus"),
and applicable laws and regulations. The Trust will furnish the Adviser
from time to time with copies of all amendments or supplements to the
Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The Adviser will not, however, pay for the cost of securities, commodities,
and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as presently in effect and as it
shall from time to time be amended, is herein called the "Declaration
of Trust");
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(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Fund(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable rules and regulations of the SEC and
will in addition conduct its activities under this Agreement in
accordance with other applicable law;
(b) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. In
executing portfolio transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors
that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction,
the Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Fund and/or other accounts over which the
Adviser or an affiliate of the Adviser may exercise investment
discretion. The Adviser is authorized, subject to the prior approval
of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Funds which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer viewed in terms of that particular
transaction or terms of the overall responsibilities of the Adviser to
the Fund. In addition, the Adviser if authorized to allocate purchase
and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser or
the Trust's principal underwriter) to take into account the sale of
shares of the Trust if the Adviser believes that the quality of the
transaction and the commission are comparable to what they would be
with other qualified firms. In no instance, however, will any Fund's
securities be purchased from or sold to the Adviser, any sub-adviser
engaged with respect to that Fund, the Trust's principal underwriter,
or any affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the SEC and the 1940
Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser
as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to
the Adviser compensation at the rate(s) specified in the Schedule(s) which
are attached hereto and made a part of this Agreement. Such compensation
shall be paid to the Adviser at the end of each month, and calculated by
applying a daily rate, based on the annual percentage rates as specified in
the attached Schedule(s), to the assets of a Fund. The fee shall be based
on the average daily net assets for the month involved. The Adviser may, in
its discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
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costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are qualified for
offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of the Trust or any Fund which
would result in the Trust's inability to qualify as a regulated investment
company under provisions of the Internal Revenue Code. Payment of expenses
by the Adviser pursuant to this Section 5 shall be settled on a monthly
basis (subject to fiscal year end reconciliation) by a waiver of the
Adviser's fees provided for hereunder, and such waiver shall be treated as
a reduction in the purchase price of the Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if applicable,
the same such documents and information pertaining to any sub-adviser as
the Trust may reasonably request.
7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust or any Fund.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any
sub-adviser) on behalf of the Trust are the property of the Trust and will
be surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
and Federal law which cannot be waived or modified hereby. (As used in this
Section 9, the term "Adviser" shall include directors, officers, employees
and other corporate agents of the Adviser as well as that corporation
itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as
a shareholder or otherwise subject to the provisions of applicable law. All
such interests shall be fully disclosed between the parties on an ongoing
basis and in the Trust's Prospectus as required by law. In addition,
brokerage transactions for the Funds may be effected through affiliates of
the Adviser or any sub-adviser if
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approved by the Board of Trustees, subject to the rules and regulations of
the Securities and Exchange Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Fund; provided, however, that if the shareholders
of any Fund fail to approve the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to the extent permitted
by the 1940 Act and rules and regulations thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund
on not less than 30 days nor more than 60 days written notice to the
Adviser, or by the Adviser at any time without the payment of any penalty,
on 90 days written notice to the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment.
As used in this Section 11, the terms "assignment," "interested persons,"
and a "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
SEC.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. NOTICE: Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered or mailed by registered, certified
or overnight mail, postage prepaid addressed by the party giving notice to
the other party at the last address furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
To the Trust at: SEI Daily Income Trust
c/o SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
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A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Fund of the Trust shall be liable for the obligations of any other Fund of
the Trust. Without limiting the generality of the foregoing, the Adviser shall
look only to the assets of a particular Fund for payment of fees for services
rendered to that Fund.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI DAILY INCOME TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Timothy D. Barto By: /s/ Todd Cipperman
---------------------------- ------------------------------
Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn
---------------------------- ------------------------------
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AMENDED AND RESTATED
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI DAILY INCOME TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF MARCH 17, 2003, AS AMENDED
____, 2004
Money Market Fund
Prime Obligation Fund
Government Fund
Government II Fund
Treasury Fund
Treasury II Fund
Federal Securities Fund
Short-Duration Government Fund
Intermediate-Duration Government Fund
GNMA Fund
Corporate Daily Income Fund
Treasury Securities Daily Income Fund
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AMENDED AND RESTATED
SCHEDULE B
TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI DAILY INCOME TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF MARCH 17, 2003, AS AMENDED
, 2004
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
0.075% on the first $500 million of assets and 0.02% on the assets in excess of
$500 million. The fee will be calculated based on the combined assets of the
following Funds managed by the Adviser:
Money Market Fund
Prime Obligation Fund
Government Fund
Government II Fund
Treasury Fund
Treasury II Fund
Federal Securities Fund
0.10% up to $500 million; 0.075% between $500 million and $1 billion; and 0.05%
over $1 billion. The fee will be calculated based on the combined assets of the
following Funds managed by the Adviser:
Short-Duration Government Fund
Intermediate-Duration Government Fund
GNMA Fund
0.10% up to $500 million; 0.075% between $500 million and $1 billion; and 0.05%
over $1 billion. The fee will be calculated based on the combined assets of the
following Funds managed by the Adviser:
Corporate Daily Income Fund
Treasury Securities Daily Income Fund
AGREED AND ACCEPTED:
SEI DAILY INCOME TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: By:
---------------------------- ------------------------------
Attest: Attest:
---------------------------- ------------------------------
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EXHIBIT D - ADVISORY AGREEMENT BETWEEN SIMC AND STET
INVESTMENT ADVISORY AGREEMENT
SEI TAX EXEMPT TRUST
AGREEMENT made this 16th day of April, 1996, by and between SEI Tax Exempt
Trust, a Massachusetts business trust (the "Trust"), and SEI Financial
Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios of shares, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Intermediate-Term Municipal Portfolio
and such other portfolios as the Trust and the Adviser may agree upon (the
"Portfolios"), and the Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees and, except as otherwise permitted under
the terms of any exemptive relief obtained by the Adviser from the
Securities and Exchange Commission, or by rule or regulation, a majority of
the outstanding voting securities of any affected Portfolio(s)) and
thereafter supervise the investment activities of one or more sub-advisers
deemed necessary to carry out the investment program of any Portfolios of
the Trust, and to continuously review, supervise and (where appropriate)
administer the investment program of the Portfolios, to determine in its
discretion (where appropriate) the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser shall not
relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Portfolio set
forth in the Trust's prospectus and statement of additional information, as
amended from time to time (referred to collectively as the "Prospectus"),
and applicable laws and regulations. The Trust will furnish the Adviser
from time to time with copies of all amendments or supplements to the
Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The Adviser will not, however, pay for the cost of securities, commodities,
and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as presently in effect and as it
shall from time to time be amended, is herein called the "Declaration
of Trust");
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(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Portfolio(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with other applicable
law;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or
dealer. In executing Portfolio transactions and selecting brokers or
dealers, the Adviser will use its best efforts to seek on behalf of
the Portfolio the best overall terms available. In assessing the best
overall terms available for any transaction, the Adviser shall
consider all factors that it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction the Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or
other accounts over which the Adviser or an affiliate of the Adviser
may exercise investment discretion. The Adviser is authorized, subject
to the prior approval of the Trust's Board of Trustees, to pay to a
broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if,
but only if, the Adviser determines in good faith that such commission
was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer -- viewed in terms of that
particular transaction or terms of the overall responsibilities of the
Adviser to the Portfolio. In addition, the Adviser if authorized to
allocate purchase and sale orders for portfolio securities to brokers
or dealers (including brokers and dealers that are affiliated with the
Adviser or the Trust's principal underwriter) to take into account the
sale of shares of the Trust if the Adviser believes that the quality
of the transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however, will any
Portfolio's securities be purchased from or sold to the Adviser, any
sub-adviser engaged with respect to that Portfolio, the Trust's
principal underwriter, or any affiliated person of either the Trust,
the Adviser, and sub-adviser or the principal underwriter, acting as
principal in the transaction, except to the extent permitted by the
Securities and Exchange Commission and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser
as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to
the Adviser compensation at the rate(s) specified in the Schedule(s) which
are attached hereto and made a part of this Agreement. Such compensation
shall be paid to the Adviser at the end of each month, and calculated by
applying a daily rate, based on the annual percentage rates as specified in
the attached Schedule(s), to the assets of the Portfolio. The fee shall be
based on the average daily net assets for the month involved. The Adviser
may, in its discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
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costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are qualified for
offer and sale; the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of the Trust or any Portfolio
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code. Payment
of expenses by the Adviser pursuant to this Section 5 shall be settled on a
monthly basis (subject to fiscal year end reconciliation) by a waiver of
the Adviser's fees provided for hereunder, and such waiver shall be treated
as a reduction in the purchase price of the Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if applicable,
the same such documents and information pertaining to any sub-adviser as
the Trust may reasonably request.
7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust or any
Portfolio.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any
sub-adviser) on behalf of the Trust are the property of the Trust and will
be surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby. (As used in this Section 9,
the term "Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
or may be interests in the Adviser (or any successor thereof) as directors,
partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Adviser are or may be interested
in the Trust as Trustees, officers, shareholders or otherwise; and the
Adviser (or any successor) is or may be interested in the trust as a
shareholder or otherwise subject to the provisions of applicable law. All
such interests shall be fully disclosed between the parties on an ongoing
basis and in the Trust's Prospectus as required by law. In addition,
brokerage transactions for the Trust may be effected through affiliates of
the Adviser or
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any sub-adviser if approved by the Board of Trustees, subject to the rules
and regulations of the Securities and Exchange Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve hereunder in the manner and to
the extent permitted by the 1940 Act and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without
the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 30 days nor more than 60 days written notice to
the Adviser, or by the Adviser at any time without payment of any penalty,
on 90 days written notice to the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment.
As used in this Section 11, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. NOTICE. Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered or mailed by registered, certified
or overnight mail, postage prepaid addressed by the party giving notice to
the other party at the last address furnished by the other party.
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
To the Trust at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
D-4
<Page>
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Portfolio of the Trust shall be liable for the obligations of any other
Portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Portfolio for payment of
fees for services rendered to that Portfolio.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
D-5
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI TAX EXEMPT TRUST SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ Kevin Robins By: /s/ Todd Cipperman
------------------------------- ----------------------------
Attest: /s/ Jennifer Klass Attest: /s/ Kevin Robins
------------------------------- ----------------------------
D-6
<Page>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an
annual rate as follows:
<Table>
Intermediate-Term Municipal Portfolio .33%
</Table>
D-7
<Page>
SCHEDULE B
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule B forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser entered into the Agreement, which sets
forth the rights and obligations of the parties pertaining to the management of
separate portfolios of the Trust managed by the Adviser;
WHEREAS, the Trust offers an investment portfolio: Pennsylvania Municipal
Bond Fund (the "Fund"), and has approved of the Adviser's management of the Fund
as a "manager of managers," in accordance with the Agreement; and
WHEREAS, at the shareholder meeting held on August 29, 2000, the
shareholders of the Fund approved the Agreement with respect to the Adviser's
management of the Fund.
AGREEMENTS
Now, therefore, the parties agree as follows:
The Trust hereby appoints the Adviser to act as investment adviser to the
Fund as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Fund, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the Trust,
and the Trust and the Adviser intend that the numbered provisions contained in
the Agreement be understood as applying separately to the Fund as if contained
in, and forming, a separate agreement.
The compensation of the Adviser, determined as set forth in Article 4 of
the Agreement with respect to the Fund, will be 0.35%.
The date of this Schedule B is August 29, 2000, which shall be deemed the
date upon which the Agreement has been executed with respect to the Fund.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually, but is binding only upon the assets and property of
the Trust.
This Schedule B may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
The parties listed below have executed this Schedule B as of the 29th day
of August, 2000.
D-8
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of August 29, 2000.
SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Timothy D. Barto By: /s/ Todd Cipperman
------------------------------ ------------------------------
Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn
------------------------------ ------------------------------
D-9
<Page>
SCHEDULE C
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule C forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser entered into the Agreement, which sets
forth the rights and obligations of the parties pertaining to the management of
separate portfolios of the Trust managed by the Adviser; and
WHEREAS, the Trust has created an additional portfolio: Massachusetts Tax
Free Money Market Fund (the "Fund"), and has approved of the Adviser's
management of the Fund as a "manager of managers," in accordance with the
Agreement.
AGREEMENTS
Now, therefore, the parties agree as follows:
The Trust hereby appoints the Adviser to act as investment adviser to the
Fund as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Fund, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the Trust,
and the Trust and the Adviser intend that the numbered provisions contained in
the Agreement be understood as applying separately to the Fund as if contained
in, and forming, a separate agreement.
The compensation of the Adviser, determined as set forth in Article 4 of
the Agreement with respect to the Fund, will be 0.05% on the first $500,000,000,
0.04% on the next $500,000,000 and 0.03% thereafter. For the purposes of this
fee schedule, the Advisor's fees will be calculated based upon the net assets of
the Fund, provided, however, payment to the Adviser shall not exceed payment due
from the Adviser to the Sub-Adviser in accordance with the terms of the
Sub-Advisory agreement for the Fund.
The date of this Schedule C is December 29, 2000, which shall be deemed the
date upon which the Agreement has been executed with respect to the Fund.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually, but is binding only upon the assets and property of
the Trust.
This Schedule C may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
The parties listed below have executed this Schedule B as of the 29th day
of December, 2000.
D-10
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of December 29, 2000.
SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Timothy D. Barto By: /s/ Todd Cipperman
------------------------------ ------------------------------
Attest: /s/ Jackie Bardyn Attest: /s/ Jackie Bardyn
------------------------------ ------------------------------
D-11
<Page>
SCHEDULE D
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule D forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser entered into the Agreement, which sets
forth the rights and obligations of the parties pertaining to the management of
separate portfolios of the Trust managed by the Adviser; and
WHEREAS, the Trust has created an additional portfolio: Short Duration
Municipal Fund (the "Fund"), and has approved of the Adviser's management of the
Fund as a "manager of managers," in accordance with the Agreement.
AGREEMENTS
Now, therefore, the parties agree as follows:
The Trust hereby appoints the Adviser to act as investment adviser to the
Fund as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Fund, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the Trust,
and the Trust and the Adviser intend that the numbered provisions contained in
the Agreement be understood as applying separately to the Fund as if contained
in, and forming, a separate agreement.
The compensation of the Adviser, determined as set forth in Article 4 of
the Agreement with respect to the Fund, will be 0.33%. For the purposes of this
fee schedule, the Advisor's fees will be calculated based upon the net assets of
the Fund, provided, however, payment to the Adviser shall not exceed payment due
from the Adviser to the Sub-Adviser in accordance with the terms of the
Sub-Advisory agreement for the Fund.
The date of this Schedule D is September 17, 2003 which shall be deemed the
date upon which the Agreement has been executed with respect to the Fund.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually, but is binding only upon the assets and property of
the Trust.
This Schedule D may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
The parties listed below have executed this Schedule D as of the 17th day
of September, 2003.
D-12
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of September 17, 2003.
SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Timothy D. Barto By: /s/ Lydia A. Gavalis
------------------------------ ------------------------------
Attest: /s/ Cassandra Johnson Attest: /s/ Cassandra Johnson
------------------------------ ------------------------------
D-13
<Page>
SCHEDULE E
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule E forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser entered into the Agreement, which sets
forth the rights and obligations of the parties pertaining to the management of
separate portfolios of the Trust managed by the Adviser; and
WHEREAS, the Trust approved the Adviser's management of the California Tax
Exempt Fund, Tax Free Fund, Institutional Tax Free Fund, and Pennsylvania Tax
Free Fund (collectively, the "Funds") as a "manager of managers," in accordance
with the Agreement.
AGREEMENTS
Now, therefore, the parties agree as follows:
The Trust hereby appoints the Adviser to act as investment adviser to the
Funds as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Funds, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the Trust,
and the Trust and the Adviser intend that the numbered provisions contained in
the Agreement be understood as applying separately to the Funds as if contained
in, and forming, a separate agreement.
The compensation of the Adviser, determined as set forth in Article 4 of
the Agreement with respect to the Funds, will be as follows:
<Table>
<Caption>
NET ASSET VALUE ANNUAL FEE
- --------------- ----------
Up to $500,000,000 0.05%
Next $500,000,000 0.04%
Over $1,000,000,000 0.03%
</Table>
The fees for the Tax Free, Institutional Tax Free, Pennsylvania Tax Free
and California Tax Exempt Funds shall be calculated by aggregating the assets of
the four portfolios, applying the above fee schedule and then allocating the fee
to each of those portfolios based upon their relative net assets.
For the purposes of this fee schedule, the Advisor's fees will be
calculated based upon the net assets of the Funds, provided, however, payment to
the Adviser shall not exceed payment due from the Adviser to the Sub-Adviser in
accordance with the terms of the Sub-Advisory agreement for the Funds.
The date of this Schedule E is ___, 2004 which shall be deemed the date
upon which the Agreement has been executed with respect to the Fund.
D-14
<Page>
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually, but is binding only upon the assets and property of
the Trust.
This Schedule D may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
The parties listed below have executed this Schedule E as of the ___th day
of ___, 2004.
D-15
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of ___, 2004.
SEI TAX EXEMPT TRUST SEI INVESTMENTS MANAGEMENT CORPORATION
By: By:
--------------------------- ------------------------------
Attest: Attest:
--------------------------- ------------------------------
D-16
<Page>
EXHIBIT E - INVESTMENT POLICIES CHART
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
DIVERSIFICATION POLICY
SIMT Large Cap Growth, SIMT With respect to 75% of its No Fund may purchase With respect to 75% of its assets
Large Cap Value, SIMT assets (total assets for the securities of an issuer if it (total assets for the STET Short
Tax-Managed Large Cap, SIMT STET Short Duration Municipal would cause the Fund to fail Duration Municipal, SIT
Mid-Cap, SIMT Small Cap Fund, SIT International Equity to satisfy the diversification International Equity and SIT
Growth, SIMT Small Cap Value, and SIT Emerging Markets requirement for a diversified Emerging Markets Equity Funds),
SIMT Tax-Managed Small Cap, Equity), no Fund may: (i) management company under the no Fund may: (i) purchase the
SIMT Core Fixed Income, SIMT purchase the securities of any 1940 Act, the rules or securities of any issuer (except
High Yield Bond, SIT issuer (except securities regulations thereunder or any securities issued or guaranteed
International Equity, SIT issued or guaranteed by the exemption therefrom, as such by the U.S. Government, its
Emerging Markets Equity, STET U.S. Government, its agencies statute, rules or regulations agencies or instrumentalities)
Short Duration Municipal, SDIT or instrumentalities) if, as a may be amended or interpreted if, as a result, more than 5% of
Corporate Daily Income, SDIT result, more than 5% of its from time to time. its total assets would be
Short-Duration Government, total assets would be invested invested in the securities of
SDIT Intermediate-Duration in the securities of such such issuer; or (ii) acquire more
Government and SDIT GNMA Funds issuer; or (ii) acquire more than 10% of the outstanding
than 10% of the outstanding voting securities (voting
voting securities (voting securities for the SDIT
securities for the SDIT Corporate Daily Income, SDIT
Corporate Daily Income, SDIT Short-Duration Government, SDIT
Short-Duration Government, Intermediate-Duration Government
SDIT Intermediate-Duration and SDIT GNMA Funds) of any one
Government and SDIT GNMA issuer.
Funds) of any one issuer.
INDEX S&P 500 Index and No Fund may purchase No Fund may purchase No Fund may purchase securities
INDEX Bond Index Funds securities of any issuer securities of an issuer if it of any issuer (except securities
(except securities issued or would cause the Fund to fail issued or guaranteed by the U.S.
guaranteed by the U.S. to satisfy the diversification Government, its agencies or
Government, its agencies or requirement for a diversified instrumentalities) if, as a
instrumentalities) if, as a management company under the result, more than 5% of the
result, more than 5% of the 1940 Act, the rules or Fund's total assets would be
Fund's total assets would be regulations thereunder or any invested in the securities of
invested in the securities of exemption therefrom, as such such issuer. This restriction
such issuer. This restriction statute, rules or regulations applies to 75% of each Fund's
applies to 75% of each Fund's may be amended or interpreted total assets.
total assets. from time to time.
</Table>
E-1
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SDIT Government II, STET Tax No Fund may purchase No Fund may purchase No Fund may purchase securities
Free, STET Institutional Tax securities of any issuer securities of an issuer if it of any issuer (except securities
Free, STET California Tax (except securities issued or would cause the Fund to fail issued or guaranteed by the U.S.
Exempt, STET Pennsylvania Tax guaranteed by the U.S. to satisfy the diversification Government, its agencies or
Free, STET Intermediate-Term Government, its agencies or requirement for a diversified instrumentalities), if as a
Municipal and STET instrumentalities), if as a management company under the result, more than 5% of the total
Pennsylvania Municipal Bond result, more than 5% of the 1940 Act, the rules or assets of the Fund (based on
Funds total assets of the Fund regulations thereunder or any current market value at the time
(based on current market value exemption therefrom, as such of investment for the STET Tax
at the time of investment for statute, rules or regulations Free, STET Institutional Tax
the STET Tax Free, STET may be amended or interpreted Free, STET California Tax Exempt,
Institutional Tax Free, STET from time to time. STET Pennsylvania Tax Free, STET
California Tax Exempt, STET Intermediate-Term Municipal and
Pennsylvania Tax Free, STET STET Pennsylvania Municipal Bond
Intermediate-Term Municipal Funds) would be invested in the
and STET Pennsylvania securities of such issuer;
Municipal Bond Funds) would be provided, however that each Fund
invested in the securities of (except the STET
such issuer; provided, however Intermediate-Term Municipal and
that each Fund (except the STET Pennsylvania Municipal Bond
STET Intermediate-Term Funds) may invest up to 25% of
Municipal and STET its total assets without regard
Pennsylvania Municipal Bond to this restriction of, and as
Funds) may invest up to 25% of permitted by, Rule 2a-7 under the
its total assets without 1940 Act.
regard to this restriction of,
and as permitted by, Rule 2a-7
under the 1940 Act.
No Fund may acquire more than No Fund may acquire more than 10%
10% of the voting securities of the voting securities of any
of any one issuer. one issuer.
</Table>
E-2
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
CONCENTRATION POLICY
SIMT Large Cap Growth, SIMT No Fund may purchase any No Fund may concentrate No Fund may purchase any
Large Cap Value, SIMT securities which would cause investments in a particular securities which would cause 25%
Tax-Managed Large Cap, SIMT more than 25% (25% or more for industry or group of or more of the total assets of
Mid-Cap, SIMT Small Cap the STET Short Duration industries, as concentration the Fund to be invested in the
Growth, SIMT Small Cap Value, Municipal Fund) of the total is defined under the 1940 Act, securities of one or more issuers
SIMT Tax-Managed Small Cap, assets of the Fund (based on the rules and regulations conducting their principal
SIMT Core Fixed Income, SIMT current value at the time of thereunder or any exemption business activities in the same
High Yield Bond, SIT such purchase for the STET Tax therefrom, as such statute, industry, provided that this
International Equity, SIT Free, STET Institutional Tax rules or regulations may be limitation does not apply to
Emerging Markets Equity, SIT Free, STET California Tax amended or interpreted from investments in obligations issued
Emerging Markets Debt, SIT Exempt, STET Intermediate-Term time to time. or guaranteed by the U.S.
International Fixed Income, Municipal, STET Pennsylvania Government, its agencies or
STET Tax Free, STET Municipal Bond, STET instrumentalities.
Institutional Tax Free, STET Pennsylvania Tax Free, STET
California Tax Exempt, STET California Municipal Bond,
Intermediate-Term Municipal, STET Massachusetts Municipal
STET Pennsylvania Municipal Bond, STET New Jersey
Bond, STET Pennsylvania Tax Municipal Bond and STET New
Free, STET Short Duration York Municipal Bond Funds) to
Municipal, INDEX S&P 500 be invested in the securities
Index, INDEX Bond Index, STET of one or more issuers
California Municipal Bond, conducting their principal
STET Massachusetts Municipal business activities in the
Bond, STET New Jersey same industry, provided that
Municipal Bond and STET New this limitation does not apply
York Municipal Bond Funds to investments in obligations
(securities for the STET Short
Duration Municipal, SIT
International Equity, SIT
Emerging Markets Equity and
SIT Emerging Markets Debt
Funds) issued or guaranteed
by the U.S. Government, its
agencies or instrumentalities
or with respect to the STET
California Municipal Bond, STET
Massachusetts Municipal Bond,
STET New Jersey Municipal Bond
and STET New York Municipal
Bond Funds, to investments in
tax-exempt securities issued
by governments or political
subdivisions of governments.
</Table>
E-3
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SDIT Corporate Daily Income, No Fund may purchase any No Fund may concentrate No Fund may purchase any
SDIT Short-Duration securities which would cause investments in a particular securities which would cause 25%
Government, SDIT 25% or more of the total industry or group of or more of the total assets of
Intermediate-Duration assets of the Fund to be industries, as concentration the Fund to be invested in the
Government, SDIT GNMA and SDIT invested in the securities of is defined under the 1940 Act, securities of one or more issuers
Government II Funds one or more issuers conducting the rules and regulations conducting their principal
their principal business thereunder or any exemption business activities in the same
activities in the same therefrom, as such statute, industry, provided that this
industry, provided that this rules or regulations may be limitation does not apply to
limitation does not apply to amended or interpreted from investments in (a) domestic banks
investments in (a) domestic time to time. and (b) obligations issued or
banks and (b) obligations guaranteed by the U.S. Government
issued or guaranteed by the or its agencies and
U.S. Government or its instrumentalities.
agencies and
instrumentalities.
STET Tax Free, STET No Fund may invest more than No Fund may concentrate No Fund may invest more than 25%
Institutional Tax Free, STET 25% of its total assets in investments in a particular of its total assets in issuers
Intermediate-Term Municipal issuers within the same state industry or group of within the same state or similar
and STET Pennsylvania or similar type projects industries, as concentration type projects (except in
Municipal Bond Funds (except in specified is defined under the 1940 Act, specified categories). For the
categories). For the STET the rules and regulations STET Pennsylvania Municipal Bond
Pennsylvania Municipal Bond thereunder or any exemption Fund, this limitation does not
Fund, this limitation does not therefrom, as such statute, apply to the extent stated in its
apply to the extent stated in rules or regulations may be investment objective and
its investment objective and amended or interpreted from policies.
policies. time to time.
</Table>
E-4
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
STET Massachusetts Tax Free No Fund may purchase any No Fund may concentrate No Fund may purchase any
Money Market Fund securities which would cause investments in a particular securities which would cause 25%
more than 25% of the total industry or group of or more of the total assets of
assets of the Fund, based on industries, as concentration the Fund, based on current value
current value at the time of is defined under the 1940 Act, at the time of such purchase, to
such purchase, to be invested the rules and regulations be invested in the securities of
in the securities of one or thereunder or any exemption one or more issuers conducting
more issuers conducting their therefrom, as such statute, their principal business
principal business activities rules or regulations may be activities in the same industry,
in the same industry, provided amended or interpreted from provided that this limitation
that this limitation does not time to time. does not apply to investments in
apply to investments in (a) (a) obligations issued or
obligations issued or guaranteed by the U.S. Government
guaranteed by the U.S. or its agencies and
Government or its agencies and instrumentalities, or (b)
instrumentalities, or (b) obligations of state or municipal
obligations of state or governments and their political
municipal governments and subdivisions.
their political subdivisions.
</Table>
E-5
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
BORROWING POLICY AND POLICY REGARDING ISSUANCE OF SENIOR SECURITIES
SIMT Large Cap Growth, SIMT No Fund may borrow money in an No Fund may borrow money or No Fund may borrow money in an
Large Cap Value, SIMT amount exceeding 33 1/3% of issue senior securities (as amount exceeding 33 1/3% of the
Tax-Managed Large Cap, SIMT the value of its total assets, defined under the 1940 Act), value of its total assets,
Mid-Cap, SIMT Small Cap provided that, for purposes of except to the extent permitted provided that, for purposes of
Growth, SIMT Small Cap Value, this limitation, investment under the 1940 Act, the rules this limitation, investment
SIMT Tax-Managed Small Cap, strategies which either and regulations thereunder or strategies which either obligate
SIMT Core Fixed Income, SIMT obligate a Fund to purchase any exemption therefrom, as a Fund to purchase securities or
High Yield Bond, SIT securities or require a Fund such statute, rules or require a Fund to segregate
International Equity, SIT to segregate assets are not regulations may be amended or assets are not considered to be
Emerging Markets Equity, SIT considered to be borrowings. interpreted from time to time. borrowings. To the extent that
Emerging Markets Debt, STET To the extent that its its borrowings exceed 5% of its
California Municipal Bond, borrowings exceed 5% of its assets: (i) all borrowings will
STET Massachusetts Municipal assets: (i) all borrowings be repaid before a Fund makes
Bond, STET New Jersey will be repaid before a Fund additional investments and any
Municipal Bond and STET New makes additional investments interest paid on such borrowings
York Municipal Bond Funds and any interest paid on such will reduce income; and (ii)
borrowings will reduce income; asset coverage of at least 300%
and (ii) asset coverage of at is required.
least 300% is required.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except as permitted 1940 Act) except as permitted by
by rule, regulation or order rule, regulation or order of the
of the SEC. SEC.
</Table>
E-6
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
All SAAT Funds Each Fund may borrow money in No Fund may borrow money or Each Fund may borrow money in an
an amount up to 33 1/3% of the issue senior securities (as amount up to 33 1/3% of the value
value of its total assets, defined under the 1940 Act), of its total assets, provided
provided that, for purposes of except to the extent permitted that, for purposes of this
this limitation, investment under the 1940 Act, the rules limitation, investment strategies
strategies which either and regulations thereunder or which either obligate a Fund to
obligate a Fund to purchase any exemption therefrom, as purchase securities or require a
securities or require a Fund such statute, rules or Fund to segregate assets are not
to segregate assets are not regulations may be amended or considered to be borrowings.
considered to be borrowings. interpreted from time to time. Except where a Fund has borrowed
Except where a Fund has money for temporary purposes in
borrowed money for temporary amounts not exceeding 5% of its
purposes in amounts not assets, asset coverage of 300% is
exceeding 5% of its assets, required for all borrowings.
asset coverage of 300% is
required for all borrowings.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except as permitted 1940 Act) except as permitted by
by rule, regulation or order rule, regulation or order of the
of the SEC. SEC.
</Table>
E-7
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SIMT Real Estate and STET No Fund may borrow money in an No Fund may borrow money or No Fund may borrow money in an
Short Duration Municipal Funds amount exceeding 33 1/3% of issue senior securities (as amount exceeding 33 1/3% of the
the value of its total assets, defined under the 1940 Act), value of its total assets,
provided that, for purposes of except to the extent permitted provided that, for purposes of
this limitation, investment under the 1940 Act, the rules this limitation, investment
strategies that either and regulations thereunder or strategies that either obligate
obligate the Fund to purchase any exemption therefrom, as the Fund to purchase securities
securities or require the Fund such statute, rules or or require the Fund to segregate
to segregate assets are not regulations may be amended or assets are not considered to be
considered to be borrowing. interpreted from time to time. borrowing. Asset coverage of at
Asset coverage of at least least 300% is required for all
300% is required for all borrowing, except where the Fund
borrowing, except where the has borrowed money for temporary
Fund has borrowed money for purposes in an amount not
temporary purposes in an exceeding 5% of its total assets.
amount not exceeding 5% of its
total assets.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except as permitted 1940 Act) except as permitted by
by rule, regulation or order rule, regulation or order of the
of the SEC. SEC.
</Table>
E-8
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SDIT Corporate Daily Income, No Fund may borrow money No Fund may borrow money or No Fund may borrow money except
SDIT Short-Duration except for temporary or issue senior securities (as for temporary or emergency
Government, SDIT emergency purposes and then defined under the 1940 Act), purposes and then only in an
Intermediate-Duration only in an amount not except to the extent permitted amount not exceeding 10% of the
Government, SDIT GNMA, SDIT exceeding 10% of the value of under the 1940 Act, the rules value of the total assets of that
Government II, INDEX S&P 500 the total assets of that Fund. and regulations thereunder or Fund. This borrowing provision is
Index, INDEX Bond Index and This borrowing provision is any exemption therefrom, as included solely to facilitate the
SIT International Fixed Income included solely to facilitate such statute, rules or orderly sale of portfolio
Funds the orderly sale of portfolio regulations may be amended or securities to accommodate
securities to accommodate interpreted from time to time. substantial redemption requests
substantial redemption if they should occur and is not
requests if they should occur for investment purposes. All
and is not for investment borrowings will be repaid before
purposes. All borrowings will the Fund makes additional
be repaid before the Fund investments and any interest paid
makes additional investments on such borrowings will reduce
and any interest paid on such the income of that Fund.
borrowings will reduce the
income of that Fund.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except in connection 1940 Act) except in connection
with permitted borrowings as with permitted borrowings as
described in its prospectuses described in its prospectuses and
and statement of additional statement of additional
information for the SIT information for the SIT
International Fixed Income International Fixed Income Fund
Fund and its statement of and its statement of additional
additional information for information for each other Fund
each other Fund or as or as permitted by rule,
permitted by rule, regulation regulation or order of the SEC.
or order of the SEC.
</Table>
E-9
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
STET Tax Free, STET No Fund may borrow money No Fund may borrow money or No Fund may borrow money except
Institutional Tax Free, STET except for temporary or issue senior securities (as for temporary or emergency
California Tax Exempt, STET emergency purposes and then defined under the 1940 Act), purposes and then only in an
Intermediate-Term Municipal, only in an amount not except to the extent permitted amount not exceeding 10% of the
STET Pennsylvania Municipal exceeding 10% of the value of under the 1940 Act, the rules value of total assets. The SDIT
Bond and STET Pennsylvania Tax total assets. The SDIT and regulations thereunder or California Tax Exempt Fund has a
Free Funds California Tax Exempt Fund has any exemption therefrom, as fundamental policy that, to the
a fundamental policy that, to such statute, rules or extent such borrowing exceeds 5%
the extent such borrowing regulations may be amended or of the value of the Fund's total
exceeds 5% of the value of the interpreted from time to time. assets, borrowing will be done
Fund's total assets, borrowing from a bank and in accordance
will be done from a bank and with the requirements of the 1940
in accordance with the Act. This borrowing provision is
requirements of the 1940 Act. included solely to facilitate the
This borrowing provision is orderly sale of portfolio
included solely to facilitate securities to accommodate heavy
the orderly sale of portfolio redemption requests if they
securities to accommodate should occur and is not for
heavy redemption requests if investment purposes. All
they should occur and is not borrowings of the Funds, in
for investment purposes. All excess of 5% of their total
borrowings of the Funds, in assets, will be repaid before
excess of 5% of their total making additional investments and
assets, will be repaid before any interest paid on such
making additional investments borrowings will reduce income.
and any interest paid on such
borrowings will reduce income.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except in connection 1940 Act) except in connection
with permitted borrowings as with permitted borrowings as
described in its statement of described in its statement of
additional information or as additional information or as
permitted by rule, regulation permitted by rule, regulation or
or order of the SEC. order of the SEC.
</Table>
E-10
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
STET Massachusetts Tax Free No Fund may borrow, except No Fund may borrow money or No Fund may borrow, except that
Money Market Fund that the Fund may (a) borrow issue senior securities (as the Fund may (a) borrow from
from banks for temporary or defined under the 1940 Act), banks for temporary or emergency
emergency purposes, including except to the extent permitted purposes, including the meeting
the meeting of redemption under the 1940 Act, the rules of redemption requests which
requests which might otherwise and regulations thereunder or might otherwise require the
require the untimely any exemption therefrom, as untimely disposition of
disposition of securities, and such statute, rules or securities, and (b) to the extent
(b) to the extent consistent regulations may be amended or consistent with the Fund's
with the Fund's investment interpreted from time to time. investment objective and
objective and policies, enter policies, enter into reverse
into reverse repurchase repurchase agreements, forward
agreements, forward roll roll transactions and similar
transactions and similar investment techniques and
investment techniques and strategies. To the extent it
strategies. To the extent it engages in transactions described
engages in transactions in (a) and (b), the Fund will be
described in (a) and (b), the limited so that no more than 33
Fund will be limited so that 1/3% of its total assets
no more than 33 1/3% of its (including the amount borrowed),
total assets (including the less liabilities (not including
amount borrowed), less the amount borrowed) valued at
liabilities (not including the the time the borrowing is made,
amount borrowed) valued at the is derived from such
time the borrowing is made, is transactions.
derived from such
transactions.
No Fund may issue senior No Fund may issue senior
securities (as defined in the securities (as defined in the
1940 Act) except in connection 1940 Act) except in connection
with permitted borrowings as with permitted borrowings as
described in its statement of described in its statement of
additional information or as additional information or as
permitted by the 1940 Act, and permitted by the 1940 Act, and
any rule, regulation or order any rule, regulation or order of
of the SEC thereunder. the SEC thereunder.
</Table>
E-11
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
LENDING POLICY
SIMT Large Cap Growth, SIMT No Fund may make loans if, as No Fund may make loans, except No Fund may make loans if, as a
Large Cap Value, SIMT a result, more than 33 1/3% of to the extent permitted under result, more than 33 1/3% of its
Tax-Managed Large Cap, SIMT its total assets would be lent the 1940 Act, the rules and total assets would be lent to
Mid-Cap, SIMT Small Cap to other parties, except that regulations thereunder or any other parties, except that each
Growth, SIMT Small Cap Value, each Fund may: (i) purchase or exemption therefrom, as such Fund may: (i) purchase or hold
SIMT Tax-Managed Small Cap, hold debt instruments in statute, rules or regulations debt instruments in accordance
SIMT Core Fixed Income, SIMT accordance with its investment may be amended or interpreted with its investment objective and
High Yield Bond, SIMT Real objective and policies; (ii) from time to time. policies; (ii) enter into
Estate, SIT International enter into repurchase repurchase agreements; and (iii)
Equity, SIT Emerging Markets agreements; and (iii) lend its lend its securities (for the STET
Equity, SIT Emerging Markets securities (for the STET Massachusetts Tax Free Money
Debt, STET Short Duration Massachusetts Tax Free Money Market Fund, loan its portfolio
Municipal, STET California Market Fund, loan its securities, to the fullest extent
Municipal Bond, STET portfolio securities, to the permitted under the 1940 Act, and
Massachusetts Municipal Bond, fullest extent permitted under any rules, regulations or order
STET New Jersey Municipal the 1940 Act, and any rules, thereunder).
Bond, STET New York Municipal regulations or order
Bond and STET Massachusetts thereunder).
Tax Free Money Market Funds
All SAAT Funds No Fund may make loans if, as No Fund may make loans, except No Fund may make loans if, as a
a result, more than 33 1/3% of to the extent permitted under result, more than 33 1/3% of its
its total assets would be the 1940 Act, the rules and total assets would be loaned to
loaned to other parties. regulations thereunder or any other parties.
exemption therefrom, as such
statute, rules or regulations
may be amended or interpreted
from time to time.
</Table>
E-12
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SDIT Corporate Daily Income, No Fund may make loans, except No Fund may make loans, except No Fund may make loans, except
SDIT Short-Duration that each Fund may purchase or to the extent permitted under that each Fund may purchase or
Government, SDIT hold debt instruments in the 1940 Act, the rules and hold debt instruments in
Intermediate-Duration accordance with its investment regulations thereunder or any accordance with its investment
Government, SDIT GNMA, SDIT objective(s) and policies and exemption therefrom, as such objective(s) and policies and may
Government II, STET Tax Free, may enter into repurchase statute, rules or regulations enter into repurchase agreements,
STET Institutional Tax Free, agreements, provided that may be amended or interpreted provided that repurchase
STET California Tax Exempt, repurchase agreements maturing from time to time. agreements maturing in more than
STET Intermediate-Term in more than seven days, seven days, restricted securities
Municipal, STET Pennsylvania restricted securities and and other illiquid securities are
Municipal Bond and STET other illiquid securities are not to exceed, in the aggregate,
Pennsylvania Tax Free Funds not to exceed, in the 10% of the Fund's net assets,
aggregate, 10% of the Fund's except for the STET
net assets, except for the Intermediate-Term Municipal Fund,
STET Intermediate-Term for which it cannot exceed 15% of
Municipal Fund, for which it the STET Intermediate-Term
cannot exceed 15% of the STET Municipal Fund's net assets.
Intermediate-Term Municipal
Fund's net assets.
</Table>
E-13
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
INDEX S&P 500 Index, INDEX No Fund may make loans, except No Fund may make loans, except No Fund may make loans, except
Bond Index and SIT that each Fund: (i) may enter to the extent permitted under that each Fund: (i) may enter
International Fixed Income into repurchase agreements, the 1940 Act, the rules and into repurchase agreements,
Funds provided that repurchase regulations thereunder or any provided that repurchase
agreements and time deposits exemption therefrom, as such agreements and time deposits
maturing in more than seven statute, rules or regulations maturing in more than seven days,
days, and other illiquid may be amended or interpreted and other illiquid securities,
securities, including from time to time. including securities which are
securities which are not not readily marketable or are
readily marketable or are restricted, are not to exceed, in
restricted, are not to exceed, the aggregate, 10% of the Fund's
in the aggregate, 10% of the total assets; (ii) may engage in
Fund's total assets; (ii) may securities lending as described
engage in securities lending in its statement of additional
as described in its statement information (as well as its
of additional information (as prospectus for the SIT
well as its prospectus for the International Fixed Income Fund);
SIT International Fixed Income and (iii) may purchase or hold
Fund); and (iii) may purchase debt instruments (securities for
or hold debt instruments the SIT International Fixed
(securities for the SIT Income Fund) in accordance with
International Fixed Income its investment objective(s) and
Fund) in accordance with its policies.
investment objective(s) and
policies.
</Table>
E-14
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
PLEDGING/MORTGAGING POLICY
SDIT Corporate Daily Income, No Fund may pledge, mortgage None. No Fund may pledge, mortgage or
SDIT Short-Duration or hypothecate assets except hypothecate assets except to
Government, SDIT to secure temporary borrowings secure temporary borrowings
Intermediate-Duration permitted by a Fund's permitted by a Fund's borrowing
Government, SDIT GNMA, SDIT borrowing limitation described limitation described above (or as
Government II, INDEX S&P 500 above (or as described in its described in its prospectus for
Index, INDEX Bond Index, SIT prospectus for the SIT the SIT International Fixed
International Fixed Income, International Fixed Income Income Fund and its statement of
STET Tax Free, STET Fund and its statement of additional information for the
Institutional Tax Free, STET additional information for the INDEX S&P 500 Index and INDEX
California Tax Exempt, STET INDEX S&P 500 Index and INDEX Bond Index Funds) in aggregate
Intermediate-Term Municipal, Bond Index Funds) in aggregate amounts not to exceed 10% of the
STET Pennsylvania Municipal amounts not to exceed 10% of net assets of such Fund taken at
Bond and STET Pennsylvania Tax the net assets of such Fund current value at the time of the
Free Funds taken at current value at the incurrence of such loan, and as
time of the incurrence of such to the INDEX S&P 500 Index, in
loan, and as to the INDEX S&P connection with stock index
500 Index, in connection with futures trading as provided in
stock index futures trading as its statement of additional
provided in its statement of information.
additional information.
SHORT SALES
SDIT Corporate Daily Income, No Fund may make short sales None. No Fund may make short sales of
SDIT Short-Duration of securities, maintain a securities, maintain a short
Government, SDIT short position or purchase position or purchase securities
Intermediate-Duration securities on margin, except on margin, except that the
Government, SDIT GNMA, SDIT that the Trusts/Funds may Trusts/Funds may obtain
Government II, INDEX S&P 500 obtain short-term credits as short-term credits as necessary
Index, INDEX Bond Index, SIT necessary for the clearance of for the clearance of security
International Fixed Income, security transactions and as transactions and as described in
STET Tax Free, STET described in its prospectus its prospectus for the SIT
Institutional Tax Free, STET for the SIT International International Fixed Income Fund.
California Tax Exempt, STET Fixed Income Fund.
Intermediate-Term Municipal,
STET Pennsylvania Municipal
Bond and STET Pennsylvania Tax
Free Funds
</Table>
E-15
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
REAL ESTATE/COMMODITIES
SIMT Large Cap Growth, SIMT No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
Large Cap Value, SIMT real estate, physical commodities or real estate, estate, physical commodities, or
Tax-Managed Large Cap, SIMT commodities, or commodities except to the extent permitted commodities contracts, except
Mid-Cap, SIMT Small Cap contracts, except that each under the 1940 Act, the rules that each Fund may purchase: (i)
Growth, SIMT Small Cap Value, Fund may purchase: (i) and regulations thereunder or marketable securities issued by
SIMT Tax-Managed Small Cap, marketable securities issued any exemption therefrom, as companies which own or invest in
SIMT Core Fixed Income, SIMT by companies which own or such statute, rules or real estate (including real
High Yield Bond, SIMT Real invest in real estate regulations may be amended or estate investment trusts),
Estate, SIT International (including real estate interpreted from time to time. commodities, or commodities
Equity, SIT Emerging Markets investment trusts), contracts; and (ii) commodities
Equity, SIT Emerging Markets commodities, or commodities contracts relating to financial
Debt, STET Short Duration contracts; and (ii) instruments, such as financial
Municipal, STET California commodities contracts relating futures contracts and options on
Municipal Bond, STET to financial instruments, such such contracts.
Massachusetts Municipal Bond, as financial futures contracts
STET New Jersey Municipal Bond and options on such contracts.
and STET New York Municipal
Bond Funds
INDEX S&P 500 Index and No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
INDEX Bond Funds real estate, real estate commodities or real estate, estate, real estate limited
limited partnership interests, except to the extent permitted partnership interests, physical
physical commodities or under the 1940 Act, the rules commodities or commodities
commodities contracts. and regulations thereunder or contracts. However, subject to
However, subject to its any exemption therefrom, as its permitted investments, a Fund
permitted investments, a Fund such statute, rules or may purchase: (I) obligations
may purchase: (I) obligations regulations may be amended or issued by companies which invest
issued by companies which interpreted from time to time. in real estate, commodities or
invest in real estate, commodities contracts, and (ii)
commodities or commodities commodities contracts related to
contracts, and (ii) financial instruments, such as
commodities contracts related financial futures contracts.
to financial instruments, such
as financial futures
contracts.
</Table>
E-16
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
All SAAT Funds No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
real estate, physical commodities or real estate, estate, physical commodities, or
commodities, or commodities except to the extent permitted commodities contracts, except
contracts, except that each under the 1940 Act, the rules that each Fund may purchase
Fund may purchase commodities and regulations thereunder or commodities contracts relating to
contracts relating to any exemption therefrom, as financial instruments, such as
financial instruments, such as such statute, rules or financial futures or index
financial futures or index regulations may be amended or contracts and options on such
contracts and options on such interpreted from time to time. contracts.
contracts.
SDIT Corporate Daily Income, No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
SDIT Government II, SIT real estate, real estate commodities or real estate, estate, real estate limited
International Fixed Income, limited partnership interests, except to the extent permitted partnership interests,
SDIT Short-Duration commodities or commodities under the 1940 Act, the rules commodities or commodities
Government, SDIT contracts (including with the and regulations thereunder or contracts (including with the
Intermediate-Duration exception of the SIT any exemption therefrom, as exception of the SIT
Government and SDIT GNMA Funds International Fixed Income, such statute, rules or International Fixed Income, SDIT
SDIT Short-Duration regulations may be amended or Short-Duration Government, SDIT
Government, SDIT interpreted from time to time. Intermediate-Duration Government
Intermediate-Duration and GNMA Funds) futures
Government and GNMA Funds) contracts. However, subject to
futures contracts. However, its permitted investments, each
subject to its permitted Fund may purchase obligations
investments, each Fund may issued by companies which invest
purchase obligations issued by in real estate, commodities or
companies which invest in real commodities contracts.
estate, commodities or
commodities contracts.
STET Tax Free, STET No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
Institutional Tax Free, STET real estate, real estate commodities or real estate, estate, real estate limited
California Tax Exempt, STET limited partnership interests, except to the extent permitted partnership interests,
Intermediate-Term Municipal, commodities or commodities under the 1940 Act, the rules commodities or commodities
STET Pennsylvania Municipal contracts including futures and regulations thereunder or contracts including futures
Bond and STET Pennsylvania Tax contracts. However, subject to any exemption therefrom, as contracts. However, subject to
Free Funds its permitted investments, any such statute, rules or its permitted investments, any
Fund may invest in municipal regulations may be amended or Fund may invest in municipal
securities or other interpreted from time to time. securities or other obligations
obligations secured by real secured by real estate or other
estate or other interests interests therein.
therein.
</Table>
E-17
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
STET Massachusetts Tax Free No Fund may purchase or sell No Fund may purchase or sell No Fund may purchase or sell real
Money Market Fund real estate, real estate commodities or real estate, estate, real estate limited
limited partnership interests, except to the extent permitted partnership interests,
commodities or commodities under the 1940 Act, the rules commodities or commodities
contracts including futures and regulations thereunder or contracts including futures
contracts. However, subject to any exemption therefrom, as contracts. However, subject to
its permitted investments, the such statute, rules or its permitted investments, the
Fund may: (a) invest in regulations may be amended or Fund may: (a) invest in
securities of issuers engaged interpreted from time to time. securities of issuers engaged in
in the real estate business or the real estate business or the
the business of investing in business of investing in real
real estate (including estate (including interests in
interests in limited limited partnerships owning or
partnerships owning or otherwise engaging in the real
otherwise engaging in the real estate business or the business
estate business or the of investing in real estate) and
business of investing in real securities which are secured by
estate) and securities which real estate or interests therein;
are secured by real estate or (b) hold or sell real estate
interests therein; (b) hold or received in connection with
sell real estate received in securities it holds or held; or
connection with securities it (c) trade in futures contracts
holds or held; or (c) trade in and options on futures contracts
futures contracts and options (including options on currencies)
on futures contracts to the extent consistent with the
(including options on Fund's investment objective and
currencies) to the extent policies.
consistent with the Fund's
investment objective and
policies.
</Table>
E-18
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
UNDERWRITING OF SECURITIES
All SAAT Funds, SIMT Large Cap No Fund may act as an No Fund may underwrite None.
Growth, SIMT Large Cap Value, underwriter of securities of securities issued by other
SIMT Tax-Managed Large Cap, other issuers except as it may persons, except to the extent
SIMT Mid-Cap, SIMT Small Cap be deemed an underwriter in permitted under the 1940 Act,
Growth, SIMT Small Cap Value, selling a portfolio security. the rules and regulations
SIMT Tax-Managed Small Cap, thereunder or any exemption
SIMT Core Fixed Income, SIMT therefrom, as such statute,
High Yield Bond, SIMT Real rules or regulations may be
Estate, SIT International amended or interpreted from
Equity, SIT Emerging Markets time to time.
Equity, SIT Emerging Markets
Debt, SIT International Fixed
Income, STET Short Duration
Municipal, SDIT Corporate
Daily Income, SDIT
Short-Duration Government,
SDIT Intermediate-Duration
Government, SDIT GNMA, SDIT
Government II, INDEX S&P 500
Index, INDEX Bond Index, STET
Tax Free, STET Institutional
Tax Free, STET California Tax
Exempt, STET Intermediate-Term
Municipal, STET Pennsylvania
Municipal Bond, STET
Pennsylvania Tax Free, STET
California Municipal Bond,
STET Massachusetts Municipal
Bond, STET New Jersey
Municipal Bond, STET New York
Municipal Bond and STET
Massachusetts Tax Free Money
Market Funds
</Table>
E-19
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
INVESTMENT IN OIL/GAS
All SAAT Funds, SIMT Large Cap No Fund may invest in None. No Fund may invest in interests
Growth, SIMT Large Cap Value, interests in oil, gas, or in oil, gas, or other mineral
SIMT Tax-Managed Large Cap, other mineral exploration or exploration or development
SIMT Mid-Cap, SIMT Small Cap development programs and oil, programs and oil, gas or mineral
Growth, SIMT Small Cap Value, gas or mineral leases. leases.
SIMT Core Fixed Income, SIMT
High Yield Bond, SIT
International Equity, SIT
Emerging Markets Equity, SIT
Emerging Markets Debt, SIT
International Fixed Income,
STET California Municipal
Bond, STET Massachusetts
Municipal Bond, STET New
Jersey Municipal Bond and STET
New York Municipal Bond Funds
SDIT Corporate Daily Income, No Fund may invest in None. No Fund may invest in interests
SDIT Short-Duration interests in oil, gas or other in oil, gas or other mineral
Government, SDIT mineral exploration or exploration or development
Intermediate-Duration development programs. The STET programs. The STET Institutional
Government, SDIT GNMA, SDIT Institutional Tax Free and Tax Free and STET California Tax
Government II, INDEX S&P 500 STET California Tax Exempt may Exempt Funds may not invest in
Index, INDEX Bond Index, STET not invest in oil, gas or oil, gas or mineral leases.
Tax Free, STET mineral leases.
Intermediate-Term Municipal,
STET Pennsylvania Municipal
Bond, STET Pennsylvania Tax
Free, STET Institutional Tax
Free and STET California Tax
Exempt Funds
</Table>
E-20
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
INVESTMENT COMPANIES
SDIT Corporate Daily Income, No Fund may purchase None. No Fund may purchase securities
SDIT Short-Duration securities of other investment of other investment companies;
Government, SDIT companies; provided that all provided that all Funds may
Intermediate-Duration Funds may purchase such purchase such securities as
Government and SDIT GNMA Funds securities as permitted by the permitted by the 1940 Act and the
1940 Act and the rules and rules and regulations thereunder
regulations thereunder but, in but, in any event, such Funds may
any event, such Funds may not not purchase securities of other
purchase securities of other open-end investment companies.
open-end investment companies.
INDEX S&P 500 Index, INDEX No Fund may purchase None. No Fund may purchase securities
Bond Index and SIT securities of other investment of other investment companies
International Fixed Income companies except as permitted except as permitted by the 1940
Funds by the 1940 Act and the rules Act and the rules and regulations
and regulations thereunder and thereunder and may only purchase
may only purchase securities securities of money market funds.
of money market funds.
STET Tax Free, STET No Fund may purchase None. No Fund may purchase securities
Institutional Tax Free, STET securities of other investment of other investment companies,
California Tax Exempt, STET companies, except that the except that the STET
Intermediate-Term Municipal, STET Intermediate-Term Intermediate-Term Municipal, STET
STET Pennsylvania Municipal Municipal, STET Pennsylvania Pennsylvania Municipal Bond and
Bond and STET Pennsylvania Tax Municipal Bond and STET STET Pennsylvania Tax Free Funds
Free Funds Pennsylvania Tax Free Funds may only purchase securities of
may only purchase securities money market funds, as permitted
of money market funds, as by the 1940 Act and the rules and
permitted by the 1940 Act and regulations thereunder.
the rules and regulations
thereunder.
</Table>
E-21
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
OWNERSHIP OF SECURITIES
SDIT Corporate Daily Income, No Fund may purchase or retain None. None.
SDIT Short-Duration securities of an issuer if, to
Government, SDIT the knowledge of the Trust, an
Intermediate-Duration officer, trustee, partner or
Government, SDIT GNMA, SDIT director of the Trust or any
Government II, INDEX S&P 500 investment adviser of the
Index, INDEX Bond Index, SIT Trust owns beneficially more
International Fixed Income, than 1/2 of 1% of the shares
STET Tax Free, STET or securities of such issuer
Institutional Tax Free, STET and all such officers,
California Tax Exempt, STET trustees, partners and
Intermediate-Term Municipal, directors owning more than 1/2
STET Pennsylvania Municipal of 1% of such shares or
Bond and STET Pennsylvania Tax securities together own more
Free Funds than 5% of such shares or
securities.
</Table>
E-22
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
UNSEASONED ISSUERS
SDIT Corporate Daily Income, No Fund may purchase None. None.
SDIT Short-Duration securities of any company
Government, SDIT which has (with predecessors)
Intermediate-Duration a record of less than three
Government, SDIT GNMA, SDIT years continuing operations,
Government II, STET Tax Free, except: (i) obligations issued
STET Institutional Tax Free, or guaranteed by the U.S.
STET California Tax Exempt, Government, its agencies or
STET Intermediate-Term instrumentalities; or (ii)
Municipal, STET Pennsylvania municipal securities which are
Municipal Bond and STET rated by at least two
Pennsylvania Tax Free Funds nationally recognized
municipal bond rating services
(or determined by the adviser
or sub-adviser to be of "high
quality" for the STET Tax
Free, STET Institutional Tax
Free, STET California Tax
Exempt, STET Intermediate-Term
Municipal, STET Pennsylvania
Municipal Bond and STET
Pennsylvania Tax Free Funds)
if, as a result, more than 5%
of the total assets (taken at
fair market value and current
value for the STET Tax Free,
STET Institutional Tax Free,
STET California Tax Exempt,
STET Intermediate-Term
Municipal, STET Pennsylvania
Municipal Bond and STET
Pennsylvania Tax Free Funds)
would be invested in such
securities.
</Table>
E-23
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
SIT International Fixed No Fund may purchase None. None.
Income, INDEX S&P 500 Index securities of any company
and INDEX Bond Index Funds which has (with predecessors)
a record of less than three
years continuing operations
if, as a result, more than 5%
of the total assets (taken at
current value) would be
invested in such securities.
INVESTMENT IN OPTIONS
SDIT Corporate Daily Income, No Fund may purchase warrants, None. No Fund may purchase warrants,
SDIT Short-Duration puts, calls, straddles, puts, calls, straddles, spreads
Government, SDIT spreads or combinations or combinations thereof, except
Intermediate-Duration thereof, except that the that the Intermediate-Duration
Government, SDIT GNMA, SDIT Intermediate-Duration Government and GNMA Funds may
Government II, INDEX S&P 500 Government and GNMA Funds may invest in options on futures
Index and INDEX Bond Index invest in options on futures contracts.
Funds contracts.
STET Tax Free, STET No Fund may purchase warrants, None. No Fund may purchase warrants,
Institutional Tax Free, STET puts, calls, straddles, puts, calls, straddles, spreads
California Tax Exempt, STET spreads or combinations or combinations thereof, except
Intermediate-Term Municipal, thereof, except as permitted as permitted by its statement of
STET Pennsylvania Municipal by its statement of additional additional information.
Bond and STET Pennsylvania Tax information.
Free Funds
</Table>
E-24
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
RESTRICTED/ILLIQUID SECURITIES
SDIT Corporate Daily Income, No Fund may purchase None. No Fund may invest more than 10%
SDIT Short-Duration restricted securities of its net assets in illiquid
Government, SDIT (securities which must be securities.
Intermediate-Duration registered under the
Government, SDIT GNMA, SDIT Securities Act of 1933 before
Government II, INDEX S&P 500 they may be offered or sold to
Index, INDEX Bond Index and the public) or other illiquid
SIT International Fixed Income securities except as described
Funds in its prospectus and
statement of additional
information (and as described
in its statement of additional
information for the INDEX S&P
500 Index and INDEX Bond Index
Funds).
POLICY REGARDING CONTROL OF ISSUER
SDIT Corporate Daily Income, No Fund may invest in None. No Fund may invest in companies
SDIT Short-Duration companies for the purpose of for the purpose of exercising
Government, SDIT exercising control. control.
Intermediate-Duration
Government, SDIT GNMA, SDIT
Government II, INDEX S&P 500
Index, INDEX Bond Index, SIT
International Fixed Income,
STET Tax Free, STET
Institutional Tax Free, STET
California Tax Exempt, STET
Intermediate-Term Municipal,
STET Pennsylvania Municipal
Bond and STET Pennsylvania Tax
Free Funds
</Table>
E-25
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
OTHER POLICIES
SIMT Large Cap Value, SIMT Each Fund's investment None. None.
Large Cap Growth, SIMT limitations in its respective
Tax-Managed Large Cap, SIMT prospectus(es) are
Small Cap Value, SIMT Small fundamental.
Cap Growth, SIMT Tax-Managed
Small Cap, SIMT Mid-Cap, SIMT
Core Fixed Income, SIMT High
Yield Bond, STET Tax Free,
STET Institutional Tax Free,
STET California Tax Exempt,
STET Intermediate-Term
Municipal, STET Pennsylvania
Municipal Bond and STET
Pennsylvania Tax Free Funds
STET Intermediate-Term Each Fund must abide by its None. No Fund or each Fund must abide
Municipal and STET maturity restrictions and by its maturity restrictions and
Pennsylvania Municipal Bond invest solely in the permitted invest solely in the permitted
Funds investments in its statement investments in its statement of
of additional information and additional information and
prospectuses. prospectuses.
SLAT Prime Obligation Fund The Fund may only purchase None. None.
securities with a remaining
maturity of 365 days or less. (The Fund will be managed in
accordance with Rule 2a-7 under
the 1940 Act, which currently
restricts a money market fund
from acquiring any instrument
with a remaining maturity of
greater than 397 calendar days).
STET California Municipal Bond The Fund must be fully At least 80% of its net assets None.
Fund invested in obligations which is invested in obligations
produce interest that is which produce interest that is
exempt from both Federal and exempt from both Federal and
California state income taxes. California state income taxes.
</Table>
E-26
<Page>
<Table>
<Caption>
CURRENT FUNDAMENTAL PROPOSED NEW PROPOSED NEW
FUNDS POLICY FUNDAMENTAL POLICY NON-FUNDAMENTAL POLICY
- ------------------------------ ------------------------------ ------------------------------ ---------------------------------
STET Massachusetts Municipal The Fund must be fully At least 80% of its net assets None.
Bond Fund invested in obligations which is invested in obligations
produce interest that is which produce interest that is
exempt from both Federal and exempt from both Federal and
Massachusetts state income Massachusetts state income
taxes. taxes.
STET New Jersey Municipal Bond The Fund must be fully At least 80% of its net assets None.
Fund invested in obligations which is invested in obligations
produce interest that is which produce interest that is
exempt from both Federal and exempt from both Federal and
New Jersey state income taxes. New Jersey state income taxes.
STET New York Municipal Bond The Fund must be fully At least 80% of its net assets None.
Fund invested in obligations which is invested in obligations
produce interest that is which produce interest that is
exempt from both Federal and exempt from both Federal and
New York state and city income New York state and city income
taxes. taxes.
STET Pennsylvania Municipal The Fund must be fully At least 80% of its net assets None.
Bond Fund invested in obligations which is invested in obligations
produce interest that is which produce interest that is
exempt from both Federal and exempt from both Federal and
Pennsylvania state income Pennsylvania state income
taxes. taxes.
SDIT GNMA Fund The Fund may not invest less None. The Fund has adopted a policy to
than 65% of its assets in GNMA invest at least 80% of its assets
securities. in the type of securities that it
is required to by Rule 35d-1.
</Table>
E-27
<Page>
PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the Proxy card on reverse at hand.
2) Call 1-800-690-6903.
3) Follow the recorded instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the Proxy card on reverse at hand.
2) Go to www.proxyweb.com
3) Follow the on-line instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate box on the reverse side.
3) Sign, date and return the Proxy card in the envelope provided.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.
FUND NAME PRINTS HERE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 27, 2004
Notice is hereby given that a special meeting of shareholders (the "Meeting") of
SEI Liquid Asset Trust ("SLAT"), SEI Tax Exempt Trust ("STET"), SEI Daily Income
Trust ("SDIT"), SEI Index Funds ("INDEX"), SEI Institutional Managed Trust
("SIMT"), SEI Institutional International Trust ("SIT") and SEI Asset Allocation
Trust ("SAAT") (collectively, the "Trusts") and each of their portfolios (the
"Funds") will be held at the offices of SEI Investments Management Corporation
("SIMC"), One Freedom Valley Drive, Oaks, Pennsylvania 19456, on October 27,
2004, at 3:00 p.m. (Eastern time).
The purpose of the Meeting is to consider the Proposals set forth on the reverse
side and to transact such other business as may be properly brought before the
Meeting or any adjournment(s) thereof. The specifics of these Proposals, which
are more fully described in the attached Proxy Statement, are shown on the
reverse side of the card. IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A
VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF TRUSTEES.
Date: __________________, 2004
Signature(s) (SIGN IN THE BOX)
Please date and sign exactly as the name or names appear on this card. When
signing as attorney, trustee, executor, administrator, custodian, guardian or
corporate officer, please give full title. If shares are held jointly, each
shareholder should sign.
SEI MK
1
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT)
/ /
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ /
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1 MK
2
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH
FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3.
NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF
THAT FUND DO NOT APPROVE BOTH PROPOSALS.
Proposal 2. To approve a "manager of managers" structure for: the Bond Index
Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government,
GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt,
Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of
INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA,
and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax
Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to
approve an investment advisory agreement with SIMC and these Funds.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 2, 3, 4 A-O MK
3
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH
FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3.
NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF
THAT FUND DO NOT APPROVE BOTH PROPOSALS.
Proposal 2. To approve a "manager of managers" structure for: the Bond Index
Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government,
GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt,
Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of
INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA,
and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax
Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to
approve an investment advisory agreement with SIMC and these Funds.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
4(q) Fundamental Policy Requiring that At Least 65% of the SDIT GNMA Fund's Assets be
Invested In Particular Types of Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 2, 3, 4A-O+Q MK
4
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
TO IMPLEMENT THE "MANAGER OF MANAGERS" STRUCTURE WITH SIMC SERVING AS EACH
FUND'S "MANAGER OF MANAGERS," SHAREHOLDERS MUST APPROVE PROPOSALS 2 AND 3.
NEITHER PROPOSAL WILL BE IMPLEMENTED WITH RESPECT TO A FUND, IF SHAREHOLDERS OF
THAT FUND DO NOT APPROVE BOTH PROPOSALS.
Proposal 2. To approve a "manager of managers" structure for: the Bond Index
Fund of INDEX; the Short- Duration Government, Intermediate-Duration Government,
GNMA, and Corporate Daily Income Funds of SDIT; and the California Tax Exempt,
Tax Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
Proposal 3. To approve SIMC as investment adviser for: the Bond Index Fund of
INDEX; the Short-Duration Government, Intermediate-Duration Government, GNMA,
and Corporate Daily Income Funds of SDIT; and the California Tax Exempt, Tax
Free, Institutional Tax Free, and Pennsylvania Tax Free Funds of STET; and to
approve an investment advisory agreement with SIMC and these Funds.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 2, 3, 4A-N+P MK
5
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SAAT 1, 4CDGIN MK
6
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-I, K-O MK
7
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-O MK
8
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
4(t) Fundamental Policy that the SLAT Prime Obligation Fund may only Purchase
Securities with a Remaining Maturity of 365 Days or Less
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1 & 4T MK
9
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
4(s) Fundamental Policy that the STET Intermediate-Term Municipal and STET PA Municipal Bond
Funds Must Abide by their Maturity Restrictions and Invest Solely in Investments
Permitted by their Prospectus and Statement of Additional Information / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-NPS MK
10
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4B-DGI MK
11
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(m) Fundamental Policy Regarding Investments in Options / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
4(r) Fundamental Policy Requiring the STET CA Municipal Bond, STET MA Municipal Bond, STET
NJ Municipal Bond, STET NY Municipal Bond, and STET PA Municipal Bond Funds to be Fully
Invested in Obligations which Produce Interest that is Exempt from Both Federal and State
Income Taxes / / / / / /
4(s) Fundamental Policy that the STET Intermediate-Term Municipal and STET PA Municipal Bond
Funds Must Abide by their Maturity Restrictions and Invest Solely in Investments
Permitted by their Prospectus and Statement of Additional Information / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-NPRS MK
12
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(r) Fundamental Policy Requiring the STET CA Municipal Bond, STET MA Municipal Bond, STET
NJ Municipal Bond, STET NY Municipal Bond, and STET PA Municipal Bond Funds to be Fully
Invested in Obligations which Produce Interest that is Exempt from Both Federal and State
Income Taxes / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4B-DGINR MK
13
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-DGI MK
14
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-DGIN MK
15
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(e) Fundamental Policy Regarding Pledging and Mortgaging of Fund Assets / / / / / /
4(f) Fundamental Policy Regarding Control of an Issuer / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(h) Fundamental Policy Regarding Short Sales / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(j) Fundamental Policy Regarding Investments in Securities of Other Investment Companies / / / / / /
4(k) Eliminate Policy Regarding the Investing in Issuers when Securities are Owned by Officers
and Trustees / / / / / /
4(l) Fundamental Policy Regarding Investments in "Unseasoned Issuers" / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(o) Fundamental Policy Regarding Investments in Illiquid and Restricted Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4B-LNO MK
16
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4B-DGIN MK
17
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-DIP MK
18
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4CDGI MK
19
<Page>
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. To elect Trustees for the Trust.
(01) Rosemarie B. Greco (02) Nina Lesavoy (03) James M. Williams
<Table>
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY AT LEFT) WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
/ / / /
</Table>
- --------------------------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
NUMBER(S) OF THE NOMINEE(S) ABOVE.
PROPOSAL 4 IS SEPARATED INTO SEPARATE ITEMS. YOU MAY VOTE FOR PROPOSAL 4 AS A
GROUP OR BY EACH ITEM. IF YOU VOTE ON PROPOSAL 4 AS A GROUP, A FUND WILL RECORD
YOUR VOTES AS HAVING BEEN CAST "FOR" OR "AGAINST" EACH APPLICABLE ITEM WITHIN
PROPOSAL 4 IN ACCORDANCE WITH YOUR VOTE. ALTERNATIVELY, YOU MAY VOTE SEPARATELY
"FOR" OR "AGAINST" EACH ITEM OF PROPOSAL 4. IF THIS PROXY CARD INCLUDES A VOTE
ON PROPOSAL 4 AS A GROUP AND SEPARATE VOTES ON SPECIFIC ITEMS, YOUR VOTE ON
PROPOSAL 4 AS A GROUP WILL CONTROL AND WILL BE RECORDED AS YOUR INTENDED VOTE,
EXCEPT WITH RESPECT TO THOSE SPECIFIC ITEMS FOR WHICH YOU HAVE VOTED SEPARATELY,
IN WHICH CASE YOUR SEPARATE VOTES WILL CONTROL WITH RESPECT TO SUCH ITEMS AND
WILL BE RECORDED AS YOUR INTENDED VOTE.
Proposal 4. To approve eliminating or reclassifying certain fundamental policies
and restrictions for all Funds, except for: the Treasury Securities Fund of SLAT
and the Money Market, Prime Obligation, Government, Treasury and Treasury II
Funds of SDIT.
<Table>
FOR AGAINST ABSTAIN
/ / / / / /
</Table>
STOP HERE IF YOU VOTED ON PROPOSAL 4 AS A GROUP. IF YOU HAVE NOT VOTED ON
PROPOSAL 4 AS A GROUP AND WOULD LIKE TO VOTE ON EACH ITEM SEPARATELY, PLEASE
CHECK THE APPROPRIATE BOXES BELOW.
<Table>
<Caption>
FOR AGAINST ABSTAIN
4(a) Fundamental Policy Regarding Diversification / / / / / /
4(b) Fundamental Policy Regarding Concentration / / / / / /
4(c) Fundamental Policies Regarding Borrowing and Senior Securities / / / / / /
4(d) Fundamental Policy Regarding Lending / / / / / /
4(g) Fundamental Policy Regarding Purchase of Real Estate and Commodities / / / / / /
4(i) Fundamental Policy Regarding Underwriting of Securities / / / / / /
4(n) Fundamental Policy Regarding Investment in Oil and Gas / / / / / /
4(p) Fundamental Policy Making all Investment Limitations in Prospectus Fundamental / / / / / /
</Table>
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEI 1, 4A-DGINP MK
20