SEI Funds Propose Board Expansion to Ten, Citing 1940 Act Compliance

TL;DR

**SEI Funds are expanding their board to ten directors to meet regulatory requirements and cut future costs, so vote FOR the slate to ensure stability and experienced oversight.**

AI Summary

SEI Structured Credit Fund, LP and SEI Alternative Income Fund are holding a special shareholder meeting on October 16, 2025, to elect a new Board of Directors. The proposal seeks to elect a slate of ten nominees, comprising four existing directors and six new directors. This expansion from the current four-member board is driven by legal requirements under the Investment Company Act of 1940, which mandates that more than two-thirds of a fund's board must be shareholder-elected to allow for director appointments without a vote. Specifically, the SCF Board currently has one appointed director, Ms. Cote, and is unable to fill future vacancies without shareholder approval. The Board unanimously approved increasing its size to ten directors and recommended the election of Dennis McGonigle as an Interested Director and James Taylor, Christine Reynolds, Thomas Melendez, Eli Powell Niepoky, and Kimberly Walker as Independent Directors. The re-election of current directors, including Robert A. Nesher, Nina Lesavoy, and two others, is also sought to ensure all directors are shareholder-elected, aiming to reduce future proxy solicitation costs and enhance board flexibility in filling vacancies.

Why It Matters

This board expansion and re-election effort by SEI Structured Credit Fund and SEI Alternative Income Fund is crucial for maintaining regulatory compliance under the Investment Company Act of 1940, ensuring board stability and operational efficiency. For investors, a fully shareholder-elected board provides greater accountability and potentially reduces future administrative costs associated with proxy solicitations. The addition of six new directors, including seasoned professionals like James Taylor from Georgia Tech Foundation and Christine Reynolds from Fidelity Investments, brings diverse expertise to the board, potentially enhancing oversight and strategic decision-making in a competitive financial landscape. This move also signals a proactive approach to governance, which can instill confidence among shareholders and the broader market.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is primarily a governance and compliance measure to meet the Investment Company Act of 1940's requirement that more than two-thirds of directors be shareholder-elected. The Board unanimously approved the proposal on July 30, 2025, and recommends a 'FOR' vote, indicating internal alignment and a clear path forward.

Analyst Insight

Investors should vote 'FOR' the proposal to elect the slate of ten directors. This action will ensure the Funds remain compliant with the Investment Company Act of 1940, potentially reduce future operational expenses by avoiding repeated proxy solicitations, and bring in new, experienced independent directors.

Key Numbers

• 10 — Total Directors proposed (Increase from current 4 directors to improve succession planning and meet regulatory requirements.)
• 4 — Existing Directors (Number of current directors being re-elected as part of the slate.)
• 6 — New Directors (Number of new directors proposed for election to fill vacancies and expand the board.)
• 2025-10-16 — Special Meeting Date (Date shareholders will vote on the director election proposal.)
• 2025-08-27 — Record Date (Shareholders of record on this date are eligible to vote.)
• 1940 — Investment Company Act Year (The Act regulating mutual funds, requiring more than two-thirds of directors to be shareholder-elected.)
• 2007 — Robert A. Nesher's SCF start year (Year Robert A. Nesher began serving as a Director of SEI Structured Credit Fund.)
• 2003 — Nina Lesavoy's SEI Funds Complex start year (Year Nina Lesavoy began serving as an Independent Trustee for the SEI Funds Complex.)
• 2024 — Dennis J. McGonigle's SEI Funds Complex start year (Year Dennis J. McGonigle began serving as a Trustee of the SEI Funds Complex.)
• 1-800-DIAL-SEI — Shareholder Services Phone Number (Contact for additional information or questions about the meeting.)

Key Players & Entities

• SEI Structured Credit Fund, LP (company) — Registrant
• SEI Alternative Income Fund (company) — Registrant
• Robert A. Nesher (person) — President and Chief Executive Officer, Current Interested Director
• Timothy D. Barto (person) — Vice President and Assistant Secretary
• Dennis McGonigle (person) — New Interested Director Nominee
• James Taylor (person) — New Independent Director Nominee
• Christine Reynolds (person) — New Independent Director Nominee
• Thomas Melendez (person) — New Independent Director Nominee
• Eli Powell Niepoky (person) — New Independent Director Nominee
• Kimberly Walker (person) — New Independent Director Nominee

FAQ

Risk Factors

• Investment Company Act of 1940 Compliance [medium — regulatory]: The Investment Company Act of 1940 mandates that more than two-thirds of a fund's board must be shareholder-elected to allow for director appointments without a shareholder vote. The SEI Structured Credit Fund currently has one appointed director, Ms. Cote, and is unable to fill future vacancies without shareholder approval. This proposal aims to ensure all directors are shareholder-elected to meet this requirement and enhance board flexibility.
• Board Succession Planning and Vacancy Filling [medium — operational]: The current board size of four directors presents challenges for succession planning and filling vacancies due to the 'more than two-thirds' rule under the 1940 Act. Expanding the board to ten directors and electing all current and new nominees as shareholder-elected directors is intended to improve the board's ability to fill future vacancies without requiring costly proxy solicitations.
• Proxy Solicitation Costs [low — financial]: The proposal to elect all current and new directors aims to reduce future proxy solicitation costs. If a plurality of voting shareholders do not elect a current director, it may result in higher costs and expenses for the Funds in the future.

Industry Context

The structured credit fund industry operates within a highly regulated environment, primarily governed by the Investment Company Act of 1940. This act imposes specific requirements on fund governance, including board composition, to protect investor interests. Funds in this sector often face challenges related to market volatility, credit risk, and operational complexities, necessitating experienced and independent board oversight.

Regulatory Implications

The proposal directly addresses a compliance requirement under the Investment Company Act of 1940 concerning the proportion of shareholder-elected directors. Failure to meet this threshold can restrict a fund's ability to fill board vacancies efficiently, potentially impacting governance and operational continuity.

What Investors Should Do

1. Vote FOR the election of the proposed slate of ten directors at the special shareholder meeting on October 16, 2025. This action is recommended by the Board to ensure regulatory compliance, improve succession planning, and reduce future proxy solicitation costs.
2. Review the proxy materials carefully to understand the qualifications of the nominees and the rationale behind the proposed board expansion.
3. Cast your vote by telephone, internet, or mail by the deadline to ensure your vote is counted, as a quorum is necessary for the meeting to proceed.

Key Dates

• 2025-10-16: Special Shareholder Meeting — Shareholders will vote on the election of a new Board of Directors.
• 2025-08-27: Record Date — Shareholders of record on this date are eligible to vote at the special meeting.
• 2025-09-08: Mailing of Proxy Materials — Shareholders will receive the proxy statement and notice of the special meeting.

Glossary

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage in investing, reinvesting, and trading in securities, and whose primary purpose is to invest and trade in securities and whose securities are offered to the investing public. (This Act dictates the regulatory requirements for the composition of the Board of Directors, specifically the proportion of shareholder-elected directors needed to fill vacancies by appointment.)

Interested Person

As defined under the Investment Company Act of 1940, this term refers to individuals who have certain affiliations or relationships with the fund or its investment adviser that could create a conflict of interest. (The Act requires that more than two-thirds of a fund's board must be composed of directors who are not 'interested persons' to allow for certain board actions without shareholder approval.)

Proxy Statement

A document required by the SEC that provides shareholders with information about a meeting and the matters on which they are expected to vote. (This document details the proposal to elect new directors and provides shareholders with the necessary information to make an informed voting decision.)

Nominee

An individual proposed for election to the Board of Directors. (The proposal concerns the election of ten nominees to the Board of Directors of SEI Structured Credit Fund, LP and SEI Alternative Income Fund.)

DEF 14A

A Definitive Proxy Statement filed with the SEC by companies to solicit shareholder votes. (This is the filing type for the document provided, indicating it's the official proxy statement for the shareholder meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on board composition changes, not an annual report comparing financial performance. Therefore, a direct comparison of key financial metrics like revenue growth or net income to a previous filing is not applicable in this context. The primary focus is on governance structure and regulatory compliance rather than financial performance trends.

Filing Documents

• tm2524598d1_def14a.htm (DEF 14A) — 211KB
• tm2524598d1_coverimg001.jpg (GRAPHIC) — 8KB
• tm2524598d1_coverimg002.jpg (GRAPHIC) — 1KB
• tm2524598d1_coverimg003.jpg (GRAPHIC) — 1KB
• 0001104659-25-087788.txt ( ) — 227KB

From the Filing

DEF 14A 1 tm2524598d1_def14a.htm DEF 14A   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: [  ] Preliminary Proxy Statement [  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ X ] Definitive Proxy Statement [  ] Definitive Additional Materials [  ] Soliciting Material Pursuant to §240.14a-12   SEI STRUCTURED CREDIT FUND, LP SEI ALTERNATIVE INCOME FUND (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): [ X ] No fee required. [  ]  Fee paid previously with preliminary materials.  [  ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11.       SEI STRUCTURED CREDIT FUND, LP SEI ALTERNATIVE INCOME FUND   One Freedom Valley Drive Oaks, PA 19456     September 5, 2025   Dear Shareholder:   A special meeting of shareholders of the SEI Structured Credit Fund, LP and SEI Alternative Income Fund (each, a “Fund” and together, the “Funds”) has been scheduled for October 16, 2025.   There is only one proposal scheduled to be voted on at the shareholder meeting. Shareholders are being asked to elect for each Fund a Board of Directors consisting of ten nominees, four of whom are existing directors and six of whom are new directors.   The Board of Directors, including the directors who are not “interested persons,” as such term is defined under the Investment Company Act of 1940, as amended, has unanimously approved the proposal and recommends that you vote to approve the proposal.   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.   Please refer to the enclosed proxy card for the proposal and 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 this important proposal and for your investment. 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 STRUCTURED CREDIT FUND SEI ALTERNATIVE INCOME FUND     One Freedom Valley Drive Oaks, PA 19456   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 16, 2025   NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the “Meeting”) of the SEI Structured Credit Fund and SEI Alternative Income Fund (each individually, a “Fund” and collectively, the “Funds”), will be held at the offices of the Funds, One Freedom Valley Drive, Oaks, Pennsylvania 19456 at 10:00 a.m. Eastern Time, on October 16, 2025, for the following purpose:   a.       To consider the following proposal (“Proposal”):   Proposal 1: To elect, as a slate of nominees, each of the current Directors and new Directors (individually, a “Nominee” and collectively, the “Nominees”) to the Board of Directors of the Funds.     b. To transact such other business as may properly come before the Meeting or any adjournments thereof.   The Proposal is discussed in the attached Proxy   Shareholders of record at the close of business on Wednesday, August 27, 2025 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 Directors   /s/Timothy D. Barto Vice President and Assistant Secretary   Voting is important to ensure a quorum at the Meeting. Please call 1-800-

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