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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1999
FILE NO. 33-64875
FILE NO. 811-7445
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 5 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 6 /X/
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SEI ASSET ALLOCATION TRUST
(Exact Name of Registrant as Specified in Charter)
C/O THE CT CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code (610) 254-1000
EDWARD D. LOUGHLIN
C/O SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
COPIES TO:
Richard W. Grant, Esquire John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1701 Market Street
Philadelphia, Pennsylvania 19103 Philadelphia, Pennsylvania 19103
------------------------
Title of Securities Being Registered...Units of Beneficial Interest
It is proposed that this filing will become effective (check appropriate box)
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/ / immediately upon filing pursuant to paragraph (b)
/ / on July 29, 1998, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ on July 29, 1999 pursuant to paragraph (a)(1) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
If appropriate, check the following box:
/X/ This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
</TABLE>
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PART C: OTHER INFORMATION
Item 23. EXHIBITS:
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(a) Agreement and Declaration of Trust of the Registrant, dated October 20, 1995
(incorporated herein by reference to Initial Registration Statement, filed
on December 1, 1995).
(b)(1) By-Laws of the Registrant (incorporated herein by reference to Initial
Registration Statement, filed on December 1, 1995).
(b)(2) Amended By-Laws (incorporated herein by reference to Post-Effective
Amendment No. 2, filed on May 30, 1997).
(c) Not applicable.
(d) Investment Advisory Agreement between the Registrant and SEI Financial
Management Corporation, (incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registration Statement filed March 1, 1996).
(e) Distribution Agreement between the Registrant and SEI Investments
Distribution Co., (formerly SEI Financial Services Company), (incorporated
herein by reference to Pre-Effective Amendment No. 1 to Registration
Statement filed March 1, 1996).
(f) Not applicable.
(g) Custodian Agreement between the Registrant and CoreStates Bank, N.A.,
(incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registration Statement filed March 1, 1996).
(h)(1) Administration Agreement between the Registrant and SEI Financial Management
Corporation, (incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registration Statement filed March 1, 1996).
(h)(2) Transfer Agent Agreement between the Registrant and SEI Financial Management
Corporation, (incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registration Statement filed March 1, 1996).
(i) Opinion and Consent of Counsel to be filed by amendment.
(j) Consent of Independent Accountants to be filed by amendment.
(k) Not applicable.
(l) Not applicable.
(m) Distribution Plan, Class D shares, (incorporated by reference to
Pre-Effective Amendment No. 1 to Registration Statement filed March 1,
1996).
(o) 18f-3 Plan, (incorporated herein by reference to Pre-Effective Amendment No.
1 to Registration Statement filed March 1, 1996).
(p) Powers of Attorney for William M. Doran, F. Wendell Gooch, Frank E. Morris,
James M. Storey, George J. Sullivan, Jr., Edward D. Loughlin, Mark E.
Nagle, and Robert A. Nesher (incorporated herein by reference to
Post-Effective Amendment No. 3 filed on July 24, 1998).
</TABLE>
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
See the Prospectuses and the Statement of Additional Information regarding
the Registrant's control relationships. The Administrator is a subsidiary of SEI
Investments Company, which also controls the distributor of the Registrant, SEI
Financial Services Company, other corporations engaged in providing various
financial and record keeping services, primarily to bank trust departments,
pension plan sponsors, and investment managers.
Item 25. INDEMNIFICATION:
Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and, therefore,
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is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issues.
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
ADVISER
SEI Investments Management Company ("SIMC") is the investment adviser for
the Trust. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is an
investment adviser registered under the Advisers Act.
SEI INVESTMENTS MANAGEMENT CORPORATION
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NAME AND POSITION
WITH INVESTMENT
ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------ ------------------------------------ ----------------------------------
<S> <C> <C>
Alfred P. West, SEI Investments Company
Jr. Director, Chairman and CEO
Chairman, SEI Investments Distribution Co. Director and Chairman
CEO, Director SEI Inc. (Canada) Director
SEI Ventures, Inc. Director, Chairman & President
SEI Funds, Inc. CEO & Chairman of the Board of
Directors
Rembrandt Financial Services Company Chairman of the Board of the Board
of Directors
SEI Global Investment Corp. Director, CEO & Chairman
SEI Investments Global Management
(Cayman), Limited Chairman & CEO
SEI Capital AG Director, Chairman of the Board
SEI Global Capital Investments, Inc. Director, CEO & Chairman
CR Financial Services Company Director, Chairman of the Board
CR Capital Resources, Inc. Director, Chairman of the Board
SEI Investments Mutual Fund Services Chairman & CEO
SEI Investments Fund Management Chairman & CEO
SEI Global Holdings (Cayman) Inc. Chairman & CEO
Henry H. Greer SEI Investments Company Director, President, COO & CFO
President, SEI Investments Distribution Co. Director
COO, Director SEI Funds, Inc. Director, President & COO
Rembrandt Financial Services Company Director
SEI Global Investment Corp. President & CFO
SEI Investments Global Management
(Cayman), Limited Director, President & COO
SEI Global Capital Investments, Inc. Director & President
SEI Investments--Global Fund
Services Limited Director
CR Financial Services Company Director
CR Capital Resources, Inc. Director & President
SEI Investments Mutual Fund Services COO
SEI Investments Fund Management COO
SEI Global Holdings (Cayman) Inc. Director, President & COO
SEI Investments Argentina S.A. Director
SEI Investments De Mexico Director
</TABLE>
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<CAPTION>
NAME AND POSITION
WITH INVESTMENT
ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------ ------------------------------------ ----------------------------------
<S> <C> <C>
Carmen V. Romeo SEI Investments Company Director, Executive Vice
Director, President, President--Investment
Executive Advisory Group
Vice President SEI Investments Distribution Co. Director
SEI Trust Company Director
SEI Ventures, Inc. Director, Executive Vice President
SEI Investments Developments, Inc. Director, President
SEI Funds, Inc. Executive Vice President
Rembrandt Financial Services Company Director, Executive Vice President
SEI Global Investments Corp. Executive Vice President
SEI Global Investments Inc. Director, Executive Vice President
SEI Primus Holding Corp. Director, President
CR Financial Services Company Director
CR Capital Resources, Inc. Director
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Richard B. Lieb SEI Investments Company Director, Executive Vice
Executive Vice President, President--Investment
President Systems & Services Division
SEI Investments Distribution Co. Executive Vice President
SEI Trust Company Director & Chairman of the Board
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Edward Loughlin SEI Investments Company Executive Vice President,
Executive Vice President-- Asset Management
Division
President SEI Insurance Group, Inc. Director, President & Secretary
SEI Funds, Inc. Executive Vice President
SEI Advanced Capital Management,
Inc. Director & President
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Kevin P. Robins SEI Investments Company Senior Vice President, General
Senior Vice Counsel & Assistant Secretary
President, SEI Investments Distribution Co. Senior Vice President, General
General Counsel
Counsel & SEI Inc. (Canada) Senior Vice President, General
Secretary Counsel & Secretary
SEI Trust Company Director, Senior Vice President,
General Counsel & Assistant
Secretary
SEI Investments, Inc. Senior Vice President, General
Counsel & Secretary
SEI Ventures, Inc. Senior Vice President, General
Counsel & Secretary
SEI Investments Developments, Inc. Senior Vice President, General
Counsel & Secretary
SEI Insurance Group, Inc. Senior Vice President, General
Counsel
SEI Funds, Inc. Senior Vice President, General
Counsel & Secretary
Rembrandt Financial Services Company Vice President & Assistant
Secretary
</TABLE>
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<CAPTION>
NAME AND POSITION
WITH INVESTMENT
ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------ ------------------------------------ ----------------------------------
<S> <C> <C>
SEI Global Investments Corp. Senior Vice President, General
Counsel & Secretary
SEI Advanced Capital Management, Senior Vice President, General
Inc. Counsel & Secretary
SEI Investments Global Management Director, General Counsel &
(Cayman), Limited Secretary
SEI Global Capital Investments Inc. Senior Vice President, General
Counsel & Secretary
SEI Primus Holding Corp. Senior Vice President, General
Counsel & Secretary
CR Capital Resources, Inc. Senior Vice President
SEI Investments Mutual Fund Services Senior Vice President, General
Counsel & Secretary
SEI Investments Fund Management Senior Vice President, General
Counsel & Secretary
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:
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SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
</TABLE>
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ITEM 27. PRINCIPAL UNDERWRITERS: (CONTINUED)
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PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Funds June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
</TABLE>
The Distributor provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").
(b) Furnish the Information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.
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<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
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<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel Vice President and Assistant Secretary
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President and Assistant Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --
Jeff Jacobs Vice President --
Samuel King Vice President --
</TABLE>
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ITEM 27. PRINCIPAL UNDERWRITERS: (CONTINUED)
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POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
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Kim Kirk Vice President & Managing Director --
John Krzeminskl Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President Controller and Chief Financial Officer
Joanne Nelson Vice President --
Joseph M. O'Donnell Vice President & Assistant Secretary Vice President & Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary Vice President & Assistant Secretary
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary
Lynda J. Striegel Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Assistant Secretary --
</TABLE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records will be
maintained at the offices of Registrant's Custodian:
First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and
31a-1(f), the required books and records are maintained at the
offices of Registrant's Administrator:
SEI Investments Fund Management
Oaks, Pennsylvania 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the principal offices of
the Registrant's Adviser:
SEI Investments Management Corporation
Oaks, Pennsylvania 19456
ITEM 29. MANAGEMENT SERVICES:
None.
ITEM 30. UNDERTAKINGS:
None.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 5 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of
Pennsylvania on the 26th day of July, 1999.
SEI ASSET ALLOCATION TRUST
By: /s/ EDWARD D. LOUGHLIN
-----------------------------------------
Edward D. Loughlin
PRESIDENT, CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.
*
- ------------------------------ Trustee July 26, 1999
William M. Doran
*
- ------------------------------ Trustee July 26, 1999
F. Wendell Gooch
*
- ------------------------------ Trustee July 26, 1999
George J. Sullivan
*
- ------------------------------ Trustee July 26, 1999
James M. Storey
*
- ------------------------------ Trustee July 26, 1999
Robert A. Nesher
/s/ EDWARD D. LOUGHLIN
- ------------------------------ President, Chief Executive July 26, 1999
Edward D. Loughlin Officer
/s/ MARK E. NAGLE
- ------------------------------ Controller and Chief July 26, 1999
Mark E. Nagle Financial Officer
*By: /s/ EDWARD D. LOUGHLIN
-------------------------
Edward D. Loughlin
ATTORNEY-IN-FACT
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