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March 27, 1995
Securities & Exchange Commission
450 5th Street, NW
Judiciary Plaza
Washington, DC 20549
RE: RULE 24f-2 NOTICE FOR SEI DAILY INCOME TRUST
SEC FILE #811-3451
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 January 31, 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: 0.
(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: 26,644,713,000.
(v) the number of securities of the Trust sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was: 26,644,713,000.
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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*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): $26,915,320,000
(b) reduced by the difference
between:
(1) the actual aggregate
redemption price of
securities of the Trust
redeemed by the Trust
during such fiscal year; $26,471,916,000
and
(2) the actual aggregate
redemption price of such
redeemed securities
previously applied pur-
suant to Rules 24e-2(a)
and 24e-1 of the Act; $ 0
------------
$443,404,000
Fee calculated pursuant to Section 6(b)
of the Securities Act of 1933: $152,899.00
===============
THIS FEE WILL BE SENT TO THE SEC'S ACCT AT MELLON BANK ON MARCH 27, 1995.
Very truly yours,
By: /s/ Jeffrey A Cohen
---------------------
Jeffrey A Cohen
Controller
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March 27, 1995
Securities & Exchange Commission
450 5th Street, NW
Judiciary Plaza
Washington, DC 20549
Gentlemen:
The SEI Daily Income 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,
for the purpose of making definite the number of units of beneficial interest
("Shares") which it has registered under the Securities Act of 1933, as
amended, and which it sold during its fiscal year ended January 31, 1995.
As counsel, I have participated in various business and other matters
relating to the Trust. 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, and generally am familiar
with its business affairs. During its fiscal year ended January 31, 1995, the
Trust sold 26,644,713,000 Shares at an aggregate sales price of
$26,915,320,000 and redeemed 26,066,051,000 Shares having an aggregate
redemption price of $26,471,916,000. 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 26,644,713,000 Shares sold during the Trust's fiscal year ended
January 31, 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 of 1933, the Investment Company Act of 1940 or
applicable state securities laws in connection with the sale of such
Shares.
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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,
/s/ Robert B Carroll
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Robert B Carroll, Esquire
