SEI Catholic Values Trust DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

SEI INSTITUTIONAL MANAGED TRUST

SEI INSTITUTIONAL INTERNATIONAL TRUST

SEI INSTITUTIONAL INVESTMENTS TRUST

SEI TAX EXEMPT TRUST

SEI DAILY INCOME TRUST

SEI ASSET ALLOCATION TRUST

NEW COVENANT FUNDS

SEI CATHOLIC VALUES TRUST

SEI EXCHANGE TRADED FUNDS

ADVISER MANAGED 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):

SEI FUNDS

One Freedom Valley Drive

Oaks, PA 19456

August 28, 2024

Dear Shareholder:

A special meeting of shareholders of the funds within the SEI Funds complex has been scheduled for October 16, 2024.

There are three proposals scheduled to be voted on at the shareholder meeting. First, shareholders are being asked to elect Trustees to the Board of Trustees for the Funds. For SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Exchange Traded Funds and Adviser Managed Trust, there are 10 nominees, 3 of whom are new trustees and 7 of whom are existing trustees. For New Covenant Funds and SEI Catholic Values Trust, there are 10 nominees, 4 of whom are new trustees and 6 of whom are existing trustees.

Second, SEI Institutional Managed Trust and SEI Institutional International Trust are proposing an amendment to their governing documents that would reduce the quorum requirement for shareholder meetings, which means reducing the number of shareholders that must be present, in person or by proxy, in order to hold a shareholder meeting. This proposal is intended to reduce the cost to the funds of holding a shareholder meeting, which can be significant, and to align the quorum requirement with all other Trusts within the SEI Funds complex. The reduced quorum would also be reflective of current practice for newly formed fund complexes. If approved, the quorum requirement would be reduced from a majority to one-third of shareholders.

Third, SEI Institutional Managed Trust is proposing to reclassify the diversification status of its Large Cap Growth Fund from diversified to non-diversified and eliminate a related fundamental diversification policy. This proposal is intended to permit the Large Cap Growth Fund to invest a larger percentage of its assets in a smaller number of issuers. If the proposal is approved by shareholders of the Large Cap Growth Fund, it is expected to become effective on or about January 2025 in connection with the Fund’s annual update of its registration statement.

Your proxy card will indicate which proposal(s) you are being asked to vote on.

The Board of Trustees, including the Trustees who are not “interested persons,” as such term is defined under the Investment Company Act of 1940, as amended, has unanimously approved proposals 1 through 3 and recommends that you vote to approve those proposals that apply to your Fund(s).

Although you may join us at the meeting, most shareholders cast their votes by proxy. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE NEED YOUR VOTE. YOUR FAILURE TO VOTE WILL INCREASE COSTS TO THE FUNDS BECAUSE THE FUNDS WILL BE REQUIRED TO PAY MORE FOR PROXY SOLICITORS TO CONTACT SHAREHOLDERS IN AN EFFORT TO OBTAIN A QUORUM FOR THE MEETING.

Your proxy card shows the proposal(s) on which you are being asked to vote. Please refer to the enclosed proxy card for details on how to vote by telephone or on the internet. If you are unable to vote by telephone or on the internet, you may also mark, sign, and date the enclosed proxy card and return it promptly in the enclosed postage-paid envelope.

Thank you for your attention and consideration of these important proposals and for your investment in the SEI Funds. If you need additional information, please call shareholder services at 1-800-DIAL-SEI.

Sincerely,

/s/ Robert A. Nesher

Robert A. Nesher

President and Chief Executive Officer

SEI Institutional Managed Trust

SEI Institutional International Trust

SEI Institutional Investments Trust

SEI Tax Exempt Trust

SEI Daily Income Trust

SEI Asset Allocation Trust

NEW COVENANT FUNDS

SEI CATHOLIC VALUES TRUST

SEI EXCHANGE TRADED FUNDS

ADVISER MANAGED TRUST

One Freedom Valley Drive

Oaks, PA 19456

NOTICE OF

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 16, 2024

NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the “Meeting”) of the funds that are a series of SEI Institutional Managed Trust (“SIMT”), SEI Institutional International Trust (“SIT”), SEI Institutional Investments Trust (“SIIT”), SEI Tax Exempt Trust (“STET”), SEI Daily Income Trust (“SDIT”), SEI Asset Allocation Trust (“SAAT”), New Covenant Funds (“NCF”), SEI Catholic Values Trust (“SCVT”), SEI Exchange Traded Funds (“SETF”) and Adviser Managed Trust (“AMT”) (each individually, a “Trust” and collectively, the “Trusts”), will be held at the offices of the Trusts, One Freedom Valley Drive, Oaks, Pennsylvania 19456 at 9:00 A.M. Eastern Time, on October 16, 2024, for the following purpose:

a.        To consider the following proposals (“Proposals”) (Proposal 2 applies only to shareholders of funds that are a series of SIMT and SIT and Proposal 3 will only apply to shareholders of the Large Cap Growth Fund of SIMT):

The Proposals are discussed in the attached Proxy Statement. The Board of Trustees of the Trusts recommends that you vote FOR the Proposals.

Shareholders of record at the close of business on August 16, 2024 are entitled to notice of, and to vote at, the Meeting or any adjournments thereof. You are invited to attend the Meeting, but if you cannot do so, please vote by Internet or by telephone. Please refer to the proxy card attached to the enclosed Proxy Statement for details. If you are unable to vote by telephone or by Internet, you may also complete and sign the enclosed proxy and return it in the accompanying envelope as promptly as possible. Your vote is

important no matter how many shares you own. You can vote easily and quickly by telephone, Internet, mail or in person at the Meeting.

By Order of the Board of Trustees

/s/Timothy D. Barto

Vice President and Secretary

Voting is important to ensure a quorum at the Meeting. Please call 1-800-DIAL-SEI for more information or if you have any questions about attending the Meeting in person. Proxies may be revoked at any time before they are exercised by submitting to the Secretary of the Trust at the address above a written notice of revocation, by a subsequently executed proxy card or by attending the Meeting and voting in person. Attendance at the Meeting will not by itself serve to revoke a proxy.

SEI Institutional Managed Trust

SEI Institutional International Trust

SEI Institutional Investments Trust

SEI Tax Exempt Trust

SEI Daily Income Trust

SEI Asset Allocation Trust

NEW COVENANT FUNDS

SEI CATHOLIC VALUES TRUST

SEI EXCHANGE TRADED FUNDS

ADVISER MANAGED TRUST

One Freedom Valley Drive

Oaks, PA 19456

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 16, 2024

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of SEI Institutional Managed Trust (“SIMT”), SEI Institutional International Trust (“SIT”), SEI Institutional Investments Trust (“SIIT”), SEI Tax Exempt Trust (“STET”), SEI Daily Income Trust (“SDIT”) and SEI Asset Allocation Trust (“SAAT”), New Covenant Funds (“NCF”), SEI Catholic Values Trust (“SCVT”), SEI Exchange Traded Funds (“SETF”) and Adviser Managed Trust (“AMT”) (each, a “Trust” and collectively, the “Trusts”), on behalf of all the funds that are series of any Trust (the “Funds”), to be voted at a special meeting of shareholders of the Funds to be held at the offices of the Trusts, One Freedom Valley Drive, Oaks, PA 19456, at 9:00 A.M., Eastern Time, on October 16, 2024, and at any and all adjournments thereof (the “Meeting”). Shareholders of record of the Funds at the close of business on August 16, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. This Proxy Statement and the accompanying notice of special meeting and proxy card are first being mailed to shareholders on or about September 5, 2024.

The Meeting is being held to consider and vote on the following proposals as well as any other business that may properly come before the Meeting (Proposal 2 applies only to shareholders of funds that are a series of SIMT and SIT and Proposal 3 applies only to shareholders of the Large Cap Growth Fund of SIMT):

The Board, including each of the Trustees who are not “interested persons,” as such term is defined under the Investment Company Act of 1940, as amended, (each, an “Independent Trustee,” and together, the “Independent Trustees”), unanimously recommends that shareholders of the Funds vote in favor of each Proposal.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Proxy Statement is available at www.vote.proxyonline.com/SEI/docs/2024mtg.pdf.

THE PROPOSALS

Proposal 1 – Election of Trustees

For Proposal 1, you are being asked to elect, as a slate of Nominees, each of the current Trustees¹ in addition to new Trustees. The Boards of SIMT, SIT, SIIT, STET, SDIT, SAAT, SETF and AMT currently are identical and comprised of eight Trustees. The Boards of NCF and SCVT currently are identical and comprised of seven Trustees, all of whom also serve on the Boards of SIMT, SIT, SIIT, STET, SDIT, SAAT, SETF and AMT. Please see below for a table summarizing the Nominees for each Trust. Each Board has determined that it would be in the best interests of the Funds and their respective shareholders that the Boards of each Trust be comprised of the same Trustees. Each Board believes that the consistency of Board composition will, among other benefits, improve succession planning for the current Boards.

The Trusts are asking you to elect, as a slate of Nominees, each of the current Trustees of the Trusts, as well as elect four new Trustees for NCF and SCVT and three new Trustees for SIMT, SIT, SIIT, STET, SDIT, SAAT, SETF and AMT. Proposal 1 arises from legal requirements that apply to mutual funds, such as the Funds. Specifically, the Investment Company Act of 1940, as amended, which regulates mutual funds (the “1940 Act”), permits vacancies on a trust’s board to be filled by appointment of a trustee (without a shareholder vote) only if, immediately after such appointment, more than two-thirds of the registered investment company’s board of trustees have been elected by shareholders.

The Boards of SIMT, SIT, SIIT, STET, SDIT and SAAT currently consist of eight Trustees, six of whom were elected by shareholders. Two of the current Trustees, Ms. Reynolds and Mr. Melendez, were appointed by the Trustees then in office to fill vacancies on the Board. The Boards of SETF and AMT currently consist of eight Trustees, all of whom were elected by shareholders. The Boards of NCF and SCVT currently consist of seven Trustees, four of whom were elected by shareholders. Three of the current Trustees, Mr. Taylor, Ms. Cote and Ms. Reynolds, were appointed by the Trustees then in office to fill vacancies on the Board. Mr. Melendez is currently serving as an independent consultant to the Boards of NCF and SCVT pursuant to a written agreement that is renewable upon agreement of the parties. Mr. Melendez is currently entitled to compensation for serving as an independent consultant in an amount commensurate with fees that would be paid to a trustee, but with a discount to reflect the fact that Mr. Melendez is not a trustee. If Mr. Melendez is not elected by shareholders, he may continue to serve in his capacity as an independent consultant to the Boards of NCF and SCVT.

After the appointments noted above, more than two-thirds of the Trustees were elected by shareholders. Currently, however, the Board is unable to appoint a Trustee to fill any vacancies on certain Boards because immediately after such appointment, fewer than two-thirds of the Trustees would be elected by shareholders. Therefore, shareholder approval of either a new Trustee or one of the current Trustees who was not previously elected is required before any new Trustee can be added to fill the current vacancies on the Board. Please note that for each of SETF and AMT all Trustees were elected by shareholders and, therefore, any vacancy arising on either Board is permitted to be filled without shareholder vote. For efficiency and consistency reasons, each of SETF and AMT is seeking that shareholders approve the appointment of all currently elected Trustees as well as the new Nominees for Trustee.

The Board pursuant to its authority under each Trust’s Agreement and Declaration of Trust, has unanimously approved an increase in the number of Trustees that comprise the Board of each Trust to

eleven, thereby creating vacancy on the Board². At a meeting of the Board on August 14, 2024, the Board unanimously voted to recommend that shareholders of SIMT, SIT, SIIT, STET, SDIT, SAAT, SETF and AMT elect Dennis McGonigle as Trustee and Eli Powell Niepoky and Kimberly Walker as Independent Trustees of the Trusts to fill these vacancies and to also elect seven of the existing Trustees of each such Trust. At the same meeting, the Board unanimously voted to recommend that shareholders of NCF and SCVT elect Dennis McGonigle as Trustee, Thomas Melendez as Independent Trustee and Eli Powell Niepoky and Kimberly Walker as new Independent Trustees of the Trusts to fill these vacancies and to also elect six of the existing Trustees of each of NCF and SCVT. The table below shows, by Trust, whether each Nominee is a current trustee of that Trust or will be a new trustee if elected.

* Interested Trustee Nominee

+ Independent Trustee Nominee

Although the re-election by shareholders of previously elected Trustees is not required by applicable law or each Trust’s governing documents when electing the Nominees, the Board has determined that it is in the best interests of the Funds to seek re-election by shareholders (or election in the case of Trustees that were previously appointed to the Board) of all current Trustees to promote efficiency and to attempt to reduce future costs and expenses of the Funds. As such, if the Nominees and all of the current Trustees are elected, following the Meeting, all of the Trustees of the Trusts will be elected by shareholders, which will likely permit the Board to fill several future vacancies on the Board over time before next having to incur the costly expense of a proxy solicitation.

If a plurality of voting shareholders of a Trust does not elect a Nominee, then the Nominee will not become a Trustee and the Board may, immediately or at a later time, consider re-proposing such Nominee for election or finding a replacement candidate. If, however, a plurality of voting shareholders of a Trust do not elect any or all of the current Trustees, such vote will not impact the composition of the Board, but may result in higher costs and expenses of the Funds in the future.

Matters Considered by the Board

At a special telephonic meeting held on August 14, 2024 (the “Board Meeting”), the Board, including the Committees of the Board and the Independent Trustees, were provided with information regarding the Proposal and considered whether to recommend that shareholders vote for the Proposal. Based on information provided to the Board during and in advance of the Board Meeting and subsequent review and consideration, the Board unanimously voted, within the context of its full deliberations, to recommend that shareholders of the Funds vote in favor of the proposal to elect Thomas Melendez as an Independent Trustee to NCF and SCVT, Eli Powell Niepoky and Kimberly Walker as new Independent Trustees to the Trusts, Dennis McGonigle as a new interested Trustee to the Trusts and all current Trustees of the Trusts.

Prior to the Board Meeting, the Board considered whether to increase the size of the Board and fix the number of Trustees that compose the Boards at eleven. The Board considered and discussed, among other things, information about the current Trustees’ capacity, their expected length of service, the number, size and complexity of the Funds, the number of sub-advisers to the Funds, and the growth trajectory of the Trusts.

In considering candidates to serve as Trustees, the Board and its Governance Committee generally considered each potential candidate’s educational background, business or professional experience, and reputation. In addition, the Governance Committee evaluated each candidate’s qualifications for Board membership and the independence of the Independent Trustee candidates from the investment advisers and other principal service providers for the Funds as well as any relationships beyond those delineated in the 1940 Act that might impair independence. The Board and the Governance Committee also considered each

² September 15, 2021 for SIMT, SIT, SIIT, STET, SDIT and SAAT, and August 14, 2024 for NCF, SCVT, AMT and SETF.

candidate and current Trustee’s expertise. Each candidate’s experience and qualifications are discussed below.

In determining to recommend that shareholders vote in favor of electing the Nominees to the Board, in addition to each Nominee’s qualifications and experience, the Board determined (1) that each Independent Trustee Nominee is sufficiently independent from relationships with SEI Investments Management Corporation (“SIMC”), which is the Funds’ investment adviser, and other principal service providers of the Funds, both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; and (2) that each Nominee demonstrated an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his/her function as an effective Board member. The Board also considered the fact that the Board appointed Mr. Melendez to eight (8) affiliated trusts effective as of September 15, 2021, and that if Mr. Melendez was elected as a Trustee to NCF and SCVT, NCF and SCVT would have the benefit of being able to share resources with those affiliated Trusts for which Mr. Melendez already serves as Independent Trustee. The Governance Committee has not adopted any specific policy on the issue of diversity, but may take this into account, among other factors, in its consideration of any new candidates to the Board.

In considering whether to recommend that shareholders elect the current Trustees, the Board considered and discussed information about the 1940 Act voting requirements, the potential to mitigate future costs, and the flexibility that may be created with respect to the future appointment of Trustees to the Board if shareholders elect the current Trustees. The Board also considered its current composition, including its individual and collective educational background and business and professional experience. The Board also considered the fact that because the Funds would have to undertake the costs of a proxy in order to elect the Nominees as new Trustees to the Board, the Funds would be able to significantly capitalize on economies of scale in electing the current Trustees alongside the Nominees as a slate of Nominees for the Board.

If shareholders elect the Nominees, it is anticipated that they will begin to serve the Trusts as Trustees immediately after the shareholder meeting. Irrespective of whether shareholders elect the current Trustees, all current Trustees will continue to serve as Trustees without interruption.

Individual Nominee Qualifications

The Board has concluded to recommend to shareholders that each of the Nominees should be elected to the Board because of his or her ability to review and understand information about the Funds, identify and request other information relevant to the performance of his or her duties, question management and other service providers regarding material factors bearing on the management and administration of the Funds, and exercise his or her business judgment in a manner that serves the best interests of the Trusts’ shareholders. The Board has concluded that each of the Nominees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.

New Independent Trustee Nominees

Eli Powell Niepoky is currently Treasurer of the Robert W. Woodruff Foundation and affiliated foundations, a position encompassing the responsibilities of Chief Investment Officer and Chief Financial Officer. Previously, Ms. Niepoky spent 3 years at Berman Capital Advisors, serving as Vice President and then as Chief Investment Officer. Prior to that, she worked at Diversified Trust Company for 13 years, first as Principal and then as Chief Investment Officer. Prior to joining Diversified Trust Company, Ms. Niepoky spent 13 years serving in various roles at Delta Air Lines, including initially as an Information Analyst and then as Director, Pension Fund - Fixed Income & Real Estate. Ms. Niepoky has also earned the Chartered Financial Analyst (CFA) designation. The Board has concluded that Ms. Niepoky should be elected to serve

as Trustee because of her education, her knowledge of public and private markets gained through her institutional and private wealth management roles, and her other professional experience.

Kimberly Walker currently serves as a General Partner of 1809 Capital and as member of the Advisory Group of NISA Investment Advisors. She previously spent 10 years as Chief Investment Officer at Washington University in St. Louis. Prior to that role, she was President of Qwest Asset Management Company. Ms. Walker previously worked in various financial positions at General Motors Corporation with her last role being Director of Equity Strategy. Previously, she also served for 17 years as a Board and Audit & Risk Committee member of Commerce Bancshares, Inc. The Board has concluded that Ms. Walker should be elected to serve as Trustee because of her extensive knowledge of institutional asset management, experience she gained serving as Chief Investment Officer of a large university, and other professional experienced gained through her prior employment.

New Interested Trustee Nominee

Dennis J. McGonigle serves in an advisory role to SEI and its Chief Executive Officer. Prior to this role, he served as an Executive Vice President, beginning in 1996, and Chief Financial Officer, beginning in 2002, for SEI Investments Company, Inc. until his retirement in April 2024. Mr. McGonigle previously held a variety of positions at SEI Investments Company, which he joined in 1985, including as a Product Manager and as a Business Manager. He has also served on various subsidiary company boards as a director. Before joining SEI, Mr. McGonigle was a Senior Auditor at Arthur Andersen and Company from 1982 to 1985. The Board has concluded that Mr. McGonigle should be elected to serve as Trustee because of the experience he has gained in his various roles with SEI Investments Company, his knowledge of the financial services industry, and the experience he gained serving as a director on various company boards.

Current Interested Trustee

Robert A. Nesher has served as Chairman of the Board of Trustees of the Trusts since 1989. Mr. Nesher helped SEI establish its registered fund business prior to 1989 and has served as head of fund accounting and head of SEI’s transfer agency and fund administration businesses. Mr. Nesher has also served as a trustee and/or chairman of several other investment companies that are affiliates of the Trust. The Board has concluded that Mr. Nesher should be elected to continue to serve as Trustee because of the experience he has gained in his various roles with SEI Investments Company, which he joined in 1974, his knowledge of and experience in the financial services industry, and the experience he has gained serving as Trustee of the various SEI Trusts since 1989.

Current Independent Trustees

Nina Lesavoy has served as a Trustee since 2003. Ms. Lesavoy is the Founder of Avec Capital and has served as its Managing Director since 2008. Prior to that, she served as Managing Director of Cue Capital from 2002 to 2008. Previously, she was Chief Sales Officer and Managing Partner of InvestorForce, Inc. from 2000 to December 2001, and was Head of Sales and Client Service at Chancellor Capital and later LGT Asset Management from 1986 to 2000. The Board has concluded that Ms. Lesavoy should be elected and continue to serve as Trustee because of the experience she gained as a director of several private equity fundraising firms and marketing and selling a wide range of investment products to institutional investors, her experience in and knowledge of the financial services industry, and the experience she has gained serving as Trustee of the various SEI Trusts since 2003 and the various SEI Trusts' Governance Chair since 2014.

James Williams has served as a Trustee of the Trusts since 2004. Mr. Williams served as the Vice President and Chief Investment Officer of the J. Paul Getty Trust since December 2002 and Treasurer since 2006

until his retirement in June 2024. Before joining the Getty, Mr. Williams spent three years as the president of Harbor Capital Advisors and president of the Harbor Fund's family of mutual funds. Prior to that, he was manager of the pension asset management department of Ford Motor Company. The Board has concluded that Mr. Williams should be elected and continue to serve as Trustee because of the experience he gained as Chief Investment Officer of a non-profit foundation, the President of an investment management firm, the President of a registered investment company and the manager of a public company's pension assets, his experience in and knowledge of the financial services industry, and the experience he has gained serving as Trustee of the various SEI Trusts since 2004.

Susan Cote has served as a Trustee of the Trusts since 2015. Ms. Cote spent 18 years as a partner at Ernst & Young LLP, including nine years as the firm’s Global Asset Management Assurance Leader, and seven years as the Americas Director of Asset Management. Prior to joining Ernst & Young, Ms. Cote spent 14 years serving in various roles in the asset management business of Prudential, including roles as Fund Treasurer, Chief Operating Officer and Managing Director. Prior to that, Ms. Cote worked at KPMG LLP. The Board has concluded that Ms. Cote should be elected and continue to serve as Trustee because of her education, knowledge of financial services and investment management, and 18 years of experience as a partner at a major accounting firm, and other professional experienced gained through her prior employment.

James Taylor has served as a Trustee of the Trusts since 2018. Mr. Taylor served as Chief Investment Officer of the Georgia Tech Foundation from 2008 to 2017. Prior to that, he was the Director, Assistant Vice President, and Chief Investment Officer of Delta Air Lines from 1983 to 2007. Previously, he was a member of the Investment Committee of Institute of Electrical and Electronic Engineers from 1999 to 2004, and he was President, Vice President and Treasurer for the Southern Benefits Conference from 1998 to 2000. The Board has concluded that Mr. Taylor should serve as Trustee because of his education, knowledge of financial services and investment management, and the experience he has gained as a Chief Investment Officer at an endowment of a large university, and other professional experience gained through his prior employment and leadership positions.

Christine Reynolds has served as a Trustee of the Trusts since 2019. Ms. Reynolds served as Executive Vice President at Fidelity Investments from 2014 to 2016. Prior to that, she was President at Fidelity Pricing and Cash Management Services ("FPCMS") and Chief Financial Officer of Fidelity Funds from 2008 to 2014. Previously, she served as Chief Operating Officer of FPCMS from 2007 to 2008, President and Treasurer at Fidelity Funds from 2004 to 2007, Anti-Money Laundering Officer at Fidelity Funds in 2004 and Executive Vice President at Fidelity Funds from 2002 to 2004. Before joining Fidelity, she was an Audit Partner at PricewaterhouseCoopers from 1992 to 2002. The Board has concluded that Ms. Reynolds should serve as Trustee because of the experience she has gained in her various roles with Fidelity, which she joined in 2002, including Chief Financial Officer of Fidelity Funds, her experience as a partner of a major accounting firm, and her experience in and knowledge of the financial services industry.

Thomas Melendez has served as a Trustee of the Trusts, except SCVT and NCF, since 2021. Mr. Melendez serves as a Trustee of Boston Children's Hospital, The Partnership Inc. (non-profit organizations) and Brae Burn Country Club. He was the Investment Officer and Institutional Equity Portfolio Manager at MFS Investment Management from 2002 to 2019. Prior to that, he was the Director of Emerging Markets Group, General Manager of Operations in Argentina and Portfolio Manager for Latin America at Schroders Investment Management from 1994 to 2002. The Board has concluded that Mr. Melendez should serve as Trustee because of the experience he has gained as an executive and portfolio manager of an investment management firm, his experience in and knowledge of the financial services industry, and other professional experience gained through his prior employment and leadership positions.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Trusts. Moreover, references to the qualifications, attributes and skills of Nominees are presented pursuant to requirements from the SEC of information that must be included in a proxy statement for the election of trustees and does not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The tables below show information about the Nominees, including each of the current Trustees. For purposes of their duties as current Trustees, the address of each individual listed below is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

³ Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns or is removed in accordance with the Trust’s Declaration of Trust.

⁴ The Trust Complex currently consists of 101 portfolios of the following trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds.

⁵ Mr. Melendez is not currently an Independent Trustee of SCVT or NCF.

The tables below show the number of shares of each Fund beneficially owned by each Nominee as of December 31, 2023. Unless otherwise noted, each Nominee owns less than 1% of the outstanding shares of each Series.

Interested Trustees

Independent Trustees

Role of the Board

With the exception of NCF and SCVT, there are currently eight members of the Board of Trustees, six of whom are not interested persons of the Trusts, as that term is defined in the 1940 Act. For NCF and SCVT, there are currently seven members of the Board, five of whom are not interested persons. Robert A. Nesher, an interested person of the Trust, serves as Chairman of the Board. James M. Williams, an Independent Trustee, serves as the lead Independent Trustee. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trusts. The Board made this determination in consideration of, among other things, the fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trusts, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

The management and affairs of each Trust and their respective series are overseen by the Trustees. The Board approves contracts under which certain companies provide essential management services to the Trusts. Like most mutual funds, the day-to-day business of the Trusts is performed by third party service providers, such as SIMC, a distributor and an administrator. The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by SIMC and the various sub-advisers and receives information about those services at its regular meetings. In addition, in connection with its consideration of whether to annually renew the advisory agreements between each Trust, on behalf of the Funds that are a series of the respective Trust, and SIMC and the various sub-advisory agreements between

SIMC and the sub-advisers with respect to the Funds, the Board annually meets with SIMC and, at least every three years, meets with the sub-advisers to review such services. Among other things, the Board regularly considers the sub-advisers' adherence to the Funds’ investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about the Funds’ investments, including, for example, portfolio holdings schedules and reports on the Adviser’s use of derivatives and illiquid securities in managing the Funds.

The Trusts’ Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and Fund, SIMC and sub-adviser risk assessments. At least annually, the Trusts’ Chief Compliance Officer provides the Board with a report on each Trust reviewing the adequacy and effectiveness of each Trust’s policies and procedures and those of its service providers, including SIMC and the various sub-advisers. The reports address the operation of the policies and procedures of the Trusts and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. With respect to valuation, SIMC provides periodic reports to the Board that enables the Board to oversee SIMC, as each Trust’s valuation designee, in assessing, managing and reviewing material risks associated with fair valuation determinations, including material conflicts of interest. In addition, the Board reviews SIMC’s performance of an annual valuation risk assessment under which the Advisor seeks to identify and enumerate material valuation risks which are or may be impactful to the Funds including, but not limited to (1) the types of investments held (or intended to be held) by the Funds, giving consideration to those investments' characteristics; (2) potential market or sector shocks or dislocations which may affect the ongoing valuation operations; (3) the extent to which each fair value methodology uses unobservable inputs; (4) the proportion of each fund's investments that are fair valued as determined in good faith, as well as their contributions to a fund's returns; (5) the use of fair value methodologies that rely on inputs from third-party service providers; and (6) the appropriateness and application of the methods for determining and calculating fair value. The Advisor reports any material changes to the risk assessment, along with appropriate actions designed to manage such risks, to the Board.

Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the Funds’ financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds’ internal controls. Additionally, the Board oversees Fund management's implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trusts in their periodic reports with the SEC are recorded, processed, summarized and reported within the required time periods. The Board also oversees the Trusts’ internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trusts’ financial reporting and the preparation of the Trusts’ financial statements.

Board Committees

There are two Committees of the Trusts’ Board of Trustees: the Audit Committee and the Governance Committee.

The Board has a standing Audit Committee that is composed of each of the Independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: (i) recommending which firm to engage as each Trust’s independent auditor and whether to terminate this relationship; (ii) reviewing the independent auditor’s

compensation, the proposed scope and terms of its engagement and the firm’s independence; (iii) pre-approving audit and non-audit services provided by each Trust’s independent auditor to the Trust and certain other affiliated entities; (iv) serving as a channel of communication between the independent auditor and the Trustees; (v) reviewing the results of each external audit, including any qualifications in the independent auditor’s opinion, any related management letter, management’s responses to recommendations made by the independent auditor in connection with the audit, reports submitted to the Audit Committee by the internal auditing department of each Trust’s administrator that are material to the Trust as a whole, if any, and management’s responses to any such reports; (vi) reviewing each Trust’s audited financial statements and considering any significant disputes between the Trust’s management and the independent auditor that arose in connection with the preparation of those financial statements; (vii) considering, in consultation with the independent auditor and each Trust’s senior internal accounting executive, if any, the independent auditor’s report on the adequacy of the Trust’s internal financial controls; (viii) reviewing, in consultation with each Trust’s independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust’s financial statements; and (ix) other audit related matters. Messrs. Williams, Taylor and Melendez⁶ and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Audit Committee. If Eli Powell Niepoky and Kimberly Walker are elected by shareholders, it is expected that the Board would appoint them to the Audit Committee. The Audit Committee meets periodically, as necessary, and met six (6) times during the 2023 calendar year.

The Board has a standing Governance Committee that is composed of each of the Independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self-assessment of the Board’s operations; (iii) selecting and nominating all persons to serve as independent Trustees and evaluating the qualifications of "interested" (as that term is defined under the 1940 Act) Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Governance Committee at the applicable Trust's offices. Messrs. Williams, Taylor and Melendez⁷, and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Governance Committee. If Eli Powell Niepoky and Kimberly Walker are elected by shareholders, it is expected that the Board would appoint them to the Governance Committee. The Governance Committee shall meet at the direction of its Chair as often as appropriate to accomplish its purpose. In any event, the Governance Committee shall meet at least once each year and shall conduct at least one meeting in person. The Governance Committee met four (4) times during the 2023 calendar year.

Compensation Of Trustees And Officers

The Interested Trustees and the officers of the Trusts do not receive compensation from the Trust, except that a portion of the Trusts’ CCO’s salary is paid by the Trusts. Each Independent Trustee receives an annual fee for services provided to 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. (Please note: The Fund Complex currently consists of 101 portfolios of the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, SEI Catholic Values Trust, Adviser Managed Trust, New Covenant Funds and SEI Exchange Traded Funds.

⁶ Mr. Melendez does not currently serve on the Audit Committee of NCF or SCVT.

⁷ Mr. Melendez does not currently serve on the Governance Committee of NCF or SCVT.

The chart below provides information about the total compensation paid to the Independent Trustees and the Trusts' CCO by each Trust for the fiscal year indicated.

⁸ Effective September 15, 2021, the Board hired Thomas Melendez as an independent consultant to the Board with respect to its oversight of the New Covenant Funds and SEI Catholic Values Trust. In this role, Mr. Melendez attends all meetings of the Board and provides advice with respect to investment company operations and the investment management business as well as any other guidance that the Board may request from time to time. In exchange for his services, Mr. Melendez received the above mentioned compensation.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL NOMINEES.

Proposal 2 – Reduce Quorum for Shareholder Meetings

(SIMT and SIT Only)

Proposal 2 is asking shareholders of those Funds that are a series of SIMT and SIT to vote to amend each Trust’s Agreement and Declaration of Trust to reduce the shareholder quorum requirement from a majority to one-third (33-1/3%), to the extent permitted under the 1940 Act. After careful consideration, the Board has determined that it is in the best interest of shareholders to reduce the quorum requirement for the Funds of SIMT and SIT. This adjustment will also align the quorum requirement for SIMT and SIT with all other SEI Funds.

Matters Considered by the Board

At a special telephonic meeting held on August 14, 2024 (the “Board Meeting”), the Board, including the Committees of the Board and the Independent Trustees, were provided with information regarding the Proposal and considered whether to recommend that shareholders vote for the Proposal. The Board also considered that an identical proposal was recommended to shareholders and subsequently approved with respect to STET and SDIT in 2015. Based on information provided to the Board during and in advance of the Board Meeting and subsequent review and consideration, the Board unanimously voted, within the context of its full deliberations, to recommend that shareholders of the Funds vote in favor of the proposal to amend the Agreement and Declaration of Trust for each of SIMT and SIT to reduce the shareholder quorum requirement from a majority to one-third (33-1/3%), to the extent permitted under the 1940 Act.

Presently, in order for shareholders of the Funds that are a series of SIMT and SIT to vote on a matter, a majority of the shares entitled to vote constitutes a quorum. A quorum represents the number of shareholders that must be present at a meeting, in person or by proxy, for a shareholder vote taken at the meeting to be valid. The present quorum requirement places considerable cost burdens on those Funds in SIMT and SIT due to the expenses related to proxy voting. Given SIMT’s and SIT’s diverse and widely held shareholder base, a substantial portion of which are retail investors, it is very costly and time consuming to get a quorum of shareholders. Retail investors tend to hold fewer shares, are far less likely to vote than institutional investors and often require multiple communications before they cast a vote. The SIMT and SIT Funds have each needed to adjourn a shareholder meeting in the past in an effort to obtain quorum. The Funds and, therefore, Fund shareholders bear these proxy costs, including the often substantial costs associated with follow-up solicitations in an effort to obtain quorum. These additional solicitation costs include printing and mailing follow-up requests asking shareholders to vote, and the retention of third-party proxy solicitation firms to directly contact shareholders and ask them to vote. These solicitation efforts can also prove bothersome to certain investors, as contact can include phone calls and an increase in mail. Further, the expenditure of these additional proxy costs may still result in a fund not achieving quorum.

Each of SIMT and SIT was established as a Massachusetts business trust and the reduced quorum requirement is not prohibited by Massachusetts or federal law. Additionally, each of the other trusts in the SEI Fund complex already have a quorum requirement of one-third of the shares entitled to vote and this Proposal is intended to bring SIMT and SIT into alignment. The reduced quorum would also be reflective of current practice for newly formed fund complexes. Therefore, the Board recommends that shareholders approve the proposal to amend the Agreement and Declaration of Trust for each of SIMT and SIT to reduce the shareholder quorum requirement from a majority to one-third (33-1/3%), to the extent permitted under the 1940 Act, in an effort to achieve a measurable degree of cost savings over time.

It is important to note that a reduction in the shareholder quorum requirement only reduces the number of shareholders that must be present in order for a valid vote to be taken. This proposal does not change the percentage of votes needed to approve a matter after a quorum has been achieved. Also, for certain

approvals, such as the approval of investment advisory contracts, certain changes to an investment policy, and mergers between two affiliated funds, the 1940 Act may require more than one-third of shareholders to be present. For example, a new advisory agreement cannot be approved or material changes cannot be made to the advisory agreement without the vote of shareholders owning the lesser of (a) 67 percent or more of the shares present at the meeting, if the holders of more than 50 percent of the fund's outstanding shares are present or represented by proxy; or (b) more than 50 percent of the fund's outstanding shares. This proposal will not reduce the quorum requirement below the levels specifically required by the 1940 Act. In other words, for these matters, more than 50% of the outstanding voting shares of the affected fund would be required to be present in person or by proxy to proceed with a shareholder vote (not 33-1/3%).

In considering whether to recommend that shareholders of the Funds that are a series of SIMT and SIT vote to reduce the shareholder quorum requirement for their Fund’s Trust from a majority to one-third (33-1/3%), to the extent permitted under the 1940 Act, the Board primarily considered the cost to the Funds of proxy voting, the potential savings that Funds may achieve over time by reducing the shareholder quorum requirement, and the current misalignment with other SEI Funds.

If a majority of voting shareholders of the Funds that are a series of SIMT and SIT do not vote to amend the Agreement and Declaration of Trust to reduce the shareholder quorum requirement, the shareholder quorum requirement for any such Trust will remain a majority until such time as shareholders of the Funds of that Trust vote to change the requirement.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 2.

Proposal 3 – Reclassify SIMT Large Cap Growth Fund from diversified to non-diversified

Proposal 3 is asking shareholders of the SIMT Large Cap Growth Fund (the “Fund”) to reclassify its diversification status from “diversified” to “non-diversified” as defined by the 1940 Act, and to eliminate a related fundamental policy. As discussed further below, this change is proposed in the context of developments in the large cap growth segment of the U.S. equity markets in recent years.

Under Section 5(b) of the 1940 Act, a fund must state as a fundamental policy whether it is “diversified” or “non-diversified.” Currently, the Fund is classified as a “diversified” fund, which means that it may not, with respect to 75% of its total assets, invest in securities of any issuer if, as a result of such investment (i) more than 5% of the value of the fund’s total assets would be invested in securities of any one issuer, or (ii) the fund would hold more than 10% of the outstanding voting securities of any one issuer. With respect to the remaining 25% of its total assets, a diversified fund may invest more than 5% of its total assets in the securities of one issuer. In contrast, a non-diversified fund is not subject to the limits of a diversified fund and may invest a greater percentage of its assets in a single issuer or a fewer number of issuers. Therefore, the proposed change to a non-diversified Fund will allow the Fund to invest in individual issuers constituting greater than 5% of the Fund’s assets that in the aggregate exceed 25% of Fund assets.

The 1940 Act requires that shareholders approve a change in a fund’s fundamental restriction and classification from a diversified fund to a non-diversified fund by the affirmative vote of more than 50% of the Fund’s outstanding voting securities.

If the Proposal is approved by shareholders, the following fundamental policy would no longer apply to the Fund: “The Fund may not purchase securities of an issuer if it would cause the Fund to fail to satisfy the diversification requirement for a diversified management company 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.” All other fundamental investment policies will remain unchanged.

Matters Considered by the Board

At a special telephonic meeting held on August 14, 2024 (the “Board Meeting”), the Board, including the Committees of the Board and the Independent Trustees, were provided with information regarding the Proposal, and considered whether to recommend that shareholders vote for the Proposal. Based on information provided to the Board during and in advance of the Board Meeting and subsequent review and consideration, the Board unanimously voted, within the context of its full deliberations, to recommend that shareholders of the Fund vote in favor of reclassifying the diversification status of the Fund from diversified to non-diversified and eliminating the related fundamental diversification policy. The rationale for the Proposal, as discussed with the Board, is detailed below.

Over the past few years, a handful of stocks of large growth-oriented companies in the U.S. have experienced extraordinary increases in market capitalization. This has resulted in significantly more concentration in the large cap growth segment of the market than has been the case historically, and this concentration has also persisted longer than it has historically. This is reflected in the top holdings of the Russell 1000 Growth Index (the “Index”), which serves as the Fund’s performance benchmark. The Index measures the performance of the large cap growth segment of the U.S. equity universe and includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. As of August 14, 2024, approximately 47.5% of the Index is allocated to issuers that each individually constitutes over 5% of the Index.

Due to the existing fundamental policy requiring the Fund to be diversified, SIMC and/or a sub-adviser may be forced to be underweight certain significant large cap growth companies relative to the large cap

growth segment of the U.S. equity markets, even if that is below SIMC’s and/or a sub-adviser’s desired portfolio weight in the absence of that constraint. This limitation can inhibit the opportunity for the Fund to implement its principal investment strategy and hinder its ability to seek to outperform the Fund’s benchmark. It may also put the Fund at a competitive disadvantage against those of its peer funds with otherwise similar investment strategies that operate as non-diversified investment companies. SIMC believes that the increased investment flexibility that arises from reclassifying as a non-diversified fund may provide opportunities to enhance the Fund’s performance by allowing the Fund to acquire and hold larger positions in the securities of certain issuers if and when SIMC or a sub-adviser believes doing so justifies the risks involved. SIMC further believes this flexibility will allow it to better align the Fund’s portfolio with SIMC’s or a sub-adviser’s philosophy and portfolio construction process with respect to a large cap growth strategy. While approval of the Proposal would provide SIMC with greater long-term flexibility in executing the Fund’s investment strategy by allowing increased exposures to certain holdings, it is not otherwise expected to affect the way the Fund is currently managed. The investment objective and investment strategies for the Fund will not change due to approval of the Proposal.

Generally, greater diversification is expected to reduce portfolio risk. As such, changing the Fund from diversified to non-diversified will impact the Fund’s risk profile. For example, because a non-diversified fund may invest its assets in the securities of fewer issuers, the Fund’s shares may become more volatile. That is, the value of the Fund’s shares may increase or decrease more rapidly than if the Fund remained diversified. Nonetheless, SIMC and/or Fund sub-advisers will perform extensive analysis on all securities in an effort to manage this risk. In addition, SIMC and/or sub-advisers anticipate that even as a non-diversified Fund, the Fund would continue to hold securities from a substantial variety of different issuers.

There is a risk that some Fund shareholders may not be in favor of a less diversified portfolio, which could result in possible investor outflows in response to the proposed change. Also, portfolio turnover is anticipated to increase to align with a more concentrated portfolio, which creates the potential for realizing capital gains (if they are not offset by capital losses). This risk may adversely impact taxable shareholders.

A non-diversified fund may from time to time temporarily operate in a diversified manner without losing its non-diversified status and, as a result, at times, if the Proposal is approved, the Fund may not take advantage of the greater flexibility afforded to a non-diversified fund. SIMC will reserve the freedom of action to operate the Fund as non-diversified only if and when it believes it would be in shareholders’ best interests to do so, provided that if the Fund does not operate as non-diversified within three years of shareholder approval, 1940 Act rules will require the Fund to again seek shareholder approval to reserve the freedom of action to operate the Fund as non-diversified.

For the reasons discussed above, the Board and SIMC believe that reclassifying the Fund as non-diversified would be in the best interests of the Fund and its shareholders because operating as a non-diversified investment company would provide the Fund’s investment team with increased investment flexibility and potential for better investment performance over time.

If shareholders approve the Proposal, it is expected that the change would be effective on or about January 2025.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 3.

Shares Outstanding and Voting Authority of SIMC

As of August 26, 2024, SIMC and its affiliates were believed to possess voting authority with respect to approximately 4,181.12 (0.0002%) of the outstanding shares of SIMT, approximately none (0.00%) of the outstanding shares of SIT, approximately none (0.00%) of the outstanding shares of SIIT, approximately 14,972.36 (0.004%) of the outstanding shares of STET, approximately 1,858.74 (0.00%) of the outstanding shares of SDIT, approximately 104.17 (0.0002%) of the outstanding shares of SAAT, approximately none (0.00%) of the outstanding shares of NCF, approximately none (0.00%) of the outstanding shares of SCVT, approximately none (0.00%) of the outstanding shares of SETF, approximately 8,397.53 (0.016%) of the outstanding shares of AMT. This voting structure may result in a small number of shareholders of each Trust determining the vote on the Proposal(s) for such Trust.

The tables below provide a listing of the breakdown of outstanding shares for each Fund within the Trusts for which SIMC and its affiliates were believed to possess voting authority as of the Record Date.

SIMT

SIT

SIIT

STET

SDIT

SAAT

NCF

SCVT

SETF

AMT

ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP (”KPMG”) serves as the independent registered public accounting firm for the Trusts. Representatives of KPMG 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.

Audit Fees. Below are the aggregate fees billed for each Trust’s last two fiscal years for professional services rendered by KPMG for the audit of the respective Trust’s annual financial statements or services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for those years. These services include the audits of the financial statements of each Trust, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

Audit-Related Fees. Below are the fees billed to each Trust for the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the each Trust’s financial statements and are not reported under “Audit Fees” above (together, “Audit-Related Services”). In addition, the Audit Committee pre-approves KPMG’s engagement for audit-related services to be provided to SIMC and certain entities controlling, controlled by, or under common control with SIMC that provide ongoing services to the Funds, which engagements relate directly to the operations and financial reporting of the Funds. Any such fees are included in the table below.

Tax Fees. Below are the aggregate fees billed for each Trust’s last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice and tax planning (together, “Tax-Related Services”). The Tax-Related Services provided by KPMG related to the review of each Trust’s federal and state income tax returns, excise tax calculations and returns, a review of each Trust’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

None of the services described above was approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Aggregate Non-Audit Fees. Below are the aggregate non-audit fees billed for each Trust’s last two fiscal years by KPMG for services rendered to the Trusts and the Adviser.

All Other Fees. There were no fees billed to the Funds in each Trust’s last two fiscal years for other products and services by KPMG, other than the services reported above (together, “Other Fees”). With respect to engagements that related directly to the operations or financial reporting of the Trusts, KPMG did not bill the Adviser or the Affiliated Service Providers for Other Fees in each Trust’s last two fiscal years.

Board Consideration of Non-Audit Services. The Audit Committee has considered whether KPMG’s provision of non-audit services that were rendered to the Adviser and Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining KPMG’s independence and determined that KPMG’s independence is not compromised by providing such services.

OTHER MATTERS

The Board is not aware of any matters that will be presented for action at the Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Trusts and each Fund, as applicable.

INFORMATION ABOUT SERVICE PROVIDERS

Investment Adviser

SIMC serves as the investment adviser to the Funds. SIMC is registered with the U.S. Securities and Exchange Commission as an investment adviser and is a wholly-owned subsidiary of SEI Investments Company (“SEI”). The principal executive offices of SIMC and SEI are One Freedom Valley Drive, Oaks, PA 19456.

Principal Underwriter

SEI Investments Distribution Company (“SIDCO”) serves as the principal underwriter of the Funds. The principal executive office of SIDCO is located at One Freedom Valley Drive, Oaks, PA 19456.

Administrator and Transfer Agent

SEI Investments Global Funds Services (the “Administrator”) serves as the administrator for the Funds. The principal executive office of the Administrator is located at One Freedom Valley Drive, Oaks, PA 19456.  With the exception of NCF, the Administrator also serves as transfer agent of the Funds. U.S. Bank Global Fund Services serves as transfer agent for the Funds of NCF.

VOTING INFORMATION

Required Vote

With respect to Proposal 1, election of the Nominees requires the affirmative vote of the holders of a plurality of the shares voted. With a plurality vote, the nominees will be elected if they receive more “for” votes than “against” votes of the shares present, in person or by proxy, and entitled to vote. Under plurality voting, only “for” or “against” votes are counted, not any “withheld” votes or abstentions.

With respect to Proposal 2, the amendment to the quorum provision in each of SIMT and SIT’s Agreement and Declaration of Trust requires the affirmative vote of the holders of a majority of the shares entitled to vote (i.e., more than 50% of the outstanding shares of the Trust).

With respect to Proposal 3, the reclassification of SIMT Large Cap Growth Fund from diversified to non-diversified and the elimination of a related fundamental diversification policy requires the affirmative vote of the holders of a majority of the shares entitled to vote (i.e., more than 50% of the outstanding shares of the Trust).

If only one proposal is approved by the shareholders of a Trust, the Trust will implement the proposal that was approved. The approval of one proposal is not contingent upon the approval of the other proposals.

Quorum

In order to act upon the Proposal(s), a quorum is required to be present at the Meeting. With respect to SIIT, STET, SDIT, SAAT, NCF, SCVT, SETF and AMT, the presence of one-third of the shares of the Funds of each of SIIT, STET, SDIT, SAAT, NCF, SCVT, SETF and AMT entitled to vote in person or by proxy shall constitute a quorum for the transaction of business at the Meeting for such Trusts. With respect to SIMT and SIT, the presence of a majority of the shares of the Funds of each Trust entitled to vote in person or by proxy shall constitute a quorum for the transaction of business at the Meeting for such Trust.

Abstentions and “broker non-votes” (i.e., proxies received from brokers indicating that they have not received instructions from the beneficial owner or other person entitled to vote shares) will be counted for purposes of determining whether a quorum is present at the Meeting. However, abstentions and “broker non-votes” will have the same effect as a vote “against” each Proposal. Pursuant to certain rules promulgated by the New York Stock Exchange, Inc. that govern the voting by broker-dealers, a broker-dealer holding shares of record for a beneficial owner may not exercise discretionary voting power with respect to certain non-routine matters. It is anticipated that such broker-dealers will not have discretionary authority to vote on the Proposals. The absence of instructions from the beneficial owner will result in a “broker non-vote” with respect to each Proposal.

Adjournment

If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes in favor of a Proposal 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. If a quorum is present at the Meeting, 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 such adjournment those proxies that they are entitled to vote in favor of the Proposal(s). They will vote against any such adjournment those proxies required to be voted against the Proposal(s). The Funds will bear the costs of any additional solicitation and any adjourned sessions.

Voting

Shares represented by duly executed proxies will be voted at the Meeting in accordance with the instructions given. However, if no instructions are specified on the proxy with respect to the Proposal(s), shares will be voted FOR the approval of the Proposal(s) and in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the Meeting. If you wish to participate in the Meeting, you may submit the proxy card included with this Proxy Statement or attend in person. Your vote is important no matter how many shares you own. You can vote easily and quickly by telephone, Internet, mail or in person at the Meeting. Should you require additional information regarding the proxy or replacement proxy cards, you may contact each Trust at 1-800-DIAL-SEI.

Revocation

A shareholder may revoke a previously submitted proxy at any time prior to the Meeting by (i) a written revocation, which must be signed and include the shareholder’s name and account number, received by the Secretary of the Trusts at One Freedom Valley Drive, Oaks, PA 19456; (ii) properly executing a later-dated proxy; or (iii) attending the Meeting and voting in person.

OTHER INFORMATION

Solicitation of Proxies, Payment of Expenses

The solicitation of proxies is being made on behalf of the Board, on behalf of the Funds. The Funds have retained EQ Fund Solutions. (the “Proxy Solicitor”) to aid in the solicitation. The costs of retaining the Proxy Solicitor and other expenses incurred in connection with the solicitation of proxies will be paid by the Funds. The anticipated cost associated with the solicitation of proxies by the Proxy Solicitor is between $2,991,944 and $4,007,574 plus any reasonable out-of-pocket expenses incurred by the Proxy Solicitor. Proxies may be solicited by mail, electronically, by telephone, fax, in person or by other means, and representatives of the Proxy Solicitor, each Trust, SIMC, the Administrator and SEI may participate in the solicitation of proxies.

The Funds will pay all expenses related to conducting this proxy, including, but not limited to, preparation, printing and mailing of this Proxy Statement and its enclosures, legal fees, and solicitation costs. The Trusts estimate these costs to be between $1,827,000 and $3,279,000. The payment of such fees will be considered an extraordinary expense for the Funds and, therefore, will not be subject to any expense limitation or reimbursement agreement in effect for the Funds.

Shareholders Sharing the Same Address

If two or more shareholders share the same address, only one copy of this Proxy Statement is being delivered to that address, unless the applicable Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the applicable Trust will deliver promptly a separate copy of this Proxy Statement to a shareholder at a shared address. Please note that each shareholder will receive a separate proxy card, regardless of whether he or she resides at a shared address. Please call 1-800-DIAL-SEI or forward a written request to the applicable Trust, One Freedom Valley Drive, Oaks, Pennsylvania 19456 if you would like to (1) receive a separate copy of this Proxy Statement; (2) receive your annual reports, semi-annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports, semi-annual reports or proxy statements if you are currently receiving multiple copies at a shared address.

Shareholder Proposals

SIMT, SIT, SIIT, STET, SDIT and SAAT are each organized as a business trust under the laws of the Commonwealth of Massachusetts. NCF, SCVT, AMT and SETF are each organized as a statutory trust under the laws of the State of Delaware. As such, each Trust is not required to, and does not, have annual meetings, except to the extent that such meetings are required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a shareholder meeting should send their written proposals to the Secretary of the Trusts at One Freedom Valley Drive, Oaks, PA 19456 within a reasonable time before such meeting. Submission of a proposal does not necessarily mean that such proposal will be included in the Trust’s proxy statement since inclusion in the proxy statement is subject to eligibility requirements and compliance with certain federal regulations.

Communications with the Board

Shareholders wishing to submit written communications to the Board should send their communications to the Secretary of the Trusts at One Freedom Valley Drive, Oaks, PA 19456. Any such communications received will be reviewed by the Board at its next regularly scheduled meeting.

Beneficial Ownership of Shares and Security Ownership of Management

Appendix A to this Proxy Statement contains information about the beneficial ownership by shareholders of five percent (5%) or more of the Funds’ outstanding shares as of the Record Date.

The Trusts have delegated to SIMC the authority to vote proxies on the securities held in the Funds’ portfolios.  Accordingly, SIMC will have voting authority if any shares of the Funds are held by another SEI Fund.  The Trusts have been advised by SIMC that any shares of the Funds over which SIMC has voting power will be voted in the same proportion as the vote of all other shareholders of the Funds. Information regarding the amount of voting power believed to be possessed by SIMC as of the Record Date and the amount of ownership of the Funds by executive officers and Trustees is set forth above.

Other Business

The Board does not intend to present any other business at the Meeting. If any other matter may properly come before the Meeting, or any adjournment(s) thereof, the persons named in the accompanying proxy card intend to vote, act, or consent thereunder in accordance with their best judgment at that time with respect to such matters unless such proxy contains specific restrictions to the contrary.

Annual Report to Shareholders

For a free copy of each Trust’s most recent annual report and most recent semi-annual report succeeding the annual report, shareholders of the Funds may call 1-800-DIAL-SEI or write to the Funds at One Freedom Valley Drive, Oaks, PA 19456.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH PROPOSAL.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. YOU MAY ALSO VOTE BY TELEPHONE OR ON THE INTERNET. ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL OF THE PROPOSAL.

EXHIBIT A

BENEFICIAL OWNERSHIP OF SHARES OF THE FUNDS

5% Shareholders.  As of the Record Date, 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 the Funds’ outstanding shares. The Funds believe that most of the shares referred to in the table below were held by the below persons in accounts for their fiduciary, agency, or custodial customers.

SIMT

SIT 

SIIT

STET

SDIT

SAAT