<PAGE> 1
August 25, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for SEI Liquid Asset Trust (the "Trust")
SEC File No. 811-3231
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, you are hereby
notified as follows:
(i) the fiscal year of the Trust for which this Notice is filed is the
year ended June 30, 1995.
(ii) the number of securities of the same class of the Trust which had been
registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 which remained unsold at the beginning of such fiscal year
was: 1,235,373,899.
(iii) the number of securities of the Trust registered during such fiscal
year other than pursuant to Rule 24f-2 was: 0.
(iv) the number of securities of the Trust sold during such fiscal year
was: 11,386,436,527.
(v) the number of securities of the Trust sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was:
10,151,062,628.
This Notice is accompanied by an opinion of counsel as to whether the
securities, the registration of which this Notice makes definite in number,
were legally issued, fully paid and non-assessable as required by paragraphs
(b) (1) (v) and (c), respectively, of Rule 24f-2.
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Securities and Exchange Commission
Page Two
August 25, 1995
*Pursuant to Rule 24f-2(c) the filing fee accompanying this Notice was
calculated as follows:
(a) actual aggregate sale price of
securities sold pursuant to
Rule 24f-2 during fiscal year
(paragraph (v) above): $10,151,062,628
(b) reduced by the difference
between:
(1) the actual aggregate re-
demption price of
securities of the Trust
redeemed by the Trust
during such fiscal year; $11,679,664,849
and
(2) the actual aggregate re-
demption price of such
redeemed securities
previously applied pursuant
to Rules 24e-2(a) and 24e-1
of the Act; $ 0
-----------------------------
$(1,528,602,221)
Fee calculated pursuant to Section 6(b) of
the Securities Act of 1933: $ 0
Very truly yours,
By: Jeffrey A Cohen
---------------
Jeffrey A Cohen
Controller
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August 25, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
SEI Liquid Asset Trust (the "Trust") is a trust organized under the laws of the
Commonwealth of Massachusetts with its principal place of business in Boston,
Massachusetts. The Trust is about to file a Rule 24f-2 Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, (the "1940 Act")
for the purpose of making definite the number of shares of beneficial interest
("Shares") which it has registered under the Securities Act of 1933, as
amended, (the "Securities Act") and which it sold during its fiscal year ended
June 30, 1995.
As counsel to SEI Financial Services Company, I have examined copies, either
certified or otherwise proved to be genuine, of its Agreement and Declaration
of Trust, and By-Laws, as now in effect, the minutes of meetings of its
Trustees and other documents relating to the Trust's organization and
operation, as I have deemed necessary in rendering this opinion. I have been
advised that during its fiscal year ended June 30, 1995, the Trust sold
11,386,436,527 Shares at an aggregate sales price of $11,386,436,527 and
redeemed 11,679,664,849 Shares having an aggregate redemption price of
$11,679,664,849. Based upon the foregoing, it is my opinion that:
1. The Trust is authorized to issue an unlimited number of Shares, including
those Shares now issued and outstanding. Under Massachusetts law, such
Shares which were issued and subsequently were redeemed by the Trust may be
resold.
2. The 10,151,062,628 Shares sold during the Trust's fiscal year ended June
30, 1995, the registration of which will be made definite by the filing of
a Rule 24f-2 Notice, were legally issued, fully paid and non-assessable. I
express no legal opinion with respect to compliance with the Securities
Act, the 1940 Act or applicable state securities laws in connection with
the sale of such Shares.
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Securities and Exchange Commission
Page Two
August 25, 1995
The Trust is an entity of the type commonly known as a "Massachusetts business
trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust states that creditors of, contractors with and claimants
against the Trust shall look only to the assets of the Trust for payment. It
also requires that notice of such disclaimer be given in each contract or
instrument made or issued by the officers or the Trustees of the Trust on
behalf of the Trust. The Declaration of Trust further provides: (i) for
indemnification out of Trust assets for all loss and expense of any shareholder
held personally liable for the obligations of the Trust by virtue of ownership
of Shares of the Trust; and (ii) for the Trust to assume the defense of any
claim against the shareholder for any act or obligation of the Trust. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust would be unable to
meet its obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which the
Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
Robert B. Carroll
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Robert B. Carroll, Esquire
