SEC Division of Investment Management staff letter: SEI Liquid Asset Trust Prime Obligation Fund

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
December 3,2007
Sean Graber, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 1 9 103
Re: SEI Liquid Asset Trust-Prime Obligation Fund (File No. 81 1-0323 1) Dear Mr. Graber:
Your letter of December 3,2007 requests our assurance that we would not recommend that the Commission take any enforcement action under Sections 12(d)(3),' 17(a)(1)~ and 17(d)~ of the Investment Company Act of 1940 (the "Act") if SEI Liquid Asset Trust Prime Obligation Fund (the "Fund") and SEI Investments Company (the "Affiliate"), enter into the arrangement summarized below and more fully described in the letter. The Affiliate's operations include subsidiaries that act as broker-dealers and investment advisers registered with the Commission. SEI Investments Management Corporation ("SIMC"), which is a direct, wholly-owned subsidiary of the Affiliate, is the Fund's investment adviser. The Fund is registered with the Commission under the Act as an open-end management investment company. The Fund is a money market fund that seeks to maintain a stable net asset value per share of $1 .OO and uses the amortized cost method of valuation in valuing its portfolio 1 Section 12(d)(3) generally makes it unlawful for any registered investment company to acquire any security issued by, or any interest in the business of, any broker-dealer, any person engaged in the business of underwriting, or an investment adviser of an investment company, or an investment adviser registered under the Investment Advisers Act of 1940. 2 Section 17(a)(l) generally makes it unlawful for any affiliated person of a registered investment company, or an affiliated person of such person, acting as principal, to knowingly sell any security or other property to the registered investment company. 3 Section 17(d) generally makes it unlawful for any affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal to effect any transaction in which the registered investment company is a joint or joint and several participant with such person in contravention of rules and regulations adopted by the Commission.