SEI Funds Propose Board Expansion to Ten, Citing Governance Efficiency

TL;DR

**SEI Funds are bulking up their board to ten directors to cut future proxy costs and streamline governance – a smart, proactive move for long-term stability.**

AI Summary

SEI Alternative Income Fund (AIF) and SEI Structured Credit Fund (SCF) 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, specifically to ensure that more than two-thirds of the board are shareholder-elected, allowing for future vacancy appointments without costly proxy solicitations. The Board unanimously approved increasing its size to ten 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 others, is also part of the proposal to streamline future governance and reduce expenses. The Board emphasized the nominees' extensive experience in financial services, investment management, and corporate governance, citing specific roles at institutions like Fidelity Investments, Georgia Tech Foundation, and SEI Investments Company.

Why It Matters

This board expansion and election are crucial for SEI Alternative Income Fund and SEI Structured Credit Fund as they aim to enhance governance and reduce future operational costs associated with director appointments. For investors, a stable, experienced board with a clear succession plan can signal strong oversight and potentially better long-term performance. The move to ensure a majority of shareholder-elected directors provides greater investor influence and regulatory compliance. In a competitive market, efficient governance can be a differentiator, allowing the funds to allocate resources more effectively to investment strategies rather than administrative overhead.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is a proactive measure to comply with the Investment Company Act of 1940 and reduce future expenses. The Board unanimously recommends the proposal, and the election of a full slate of directors, including six new ones, aims to improve succession planning and governance consistency, rather than indicating any immediate operational or financial distress.

Analyst Insight

Investors should vote FOR the proposal to support the Funds' proactive governance strategy and potential cost savings. This move is designed to enhance long-term stability and efficiency, which aligns with shareholder interests.

Key Numbers

• 10 — Number of Directors proposed for the Board (Increase from current four directors to ten)
• 4 — Number of existing directors (To be re-elected as part of the ten-member slate)
• 6 — Number of new directors (To be elected as part of the ten-member slate)
• 2025-10-16 — Date of Special Meeting of Shareholders (When the election of directors will take place)
• 2025-08-27 — Record Date for voting eligibility (Shareholders of record on this date are entitled to vote)
• 1940 — Year of Investment Company Act (Regulatory act governing mutual funds and board composition requirements)
• 2/3 — Required proportion of shareholder-elected directors (To allow for board-appointed vacancies without shareholder vote)
• 2007 — Year Robert A. Nesher joined SCF Board (Demonstrates long-standing experience with the fund)
• 2003 — Year Nina Lesavoy joined SEI Funds Complex as Independent Trustee (Highlights extensive independent oversight experience)
• 1-800-DIAL-SEI — Shareholder services contact number (For additional information or voting assistance)

Key Players & Entities

• SEI Alternative Income Fund (company) — Registrant for DEF 14A filing
• SEI Structured Credit Fund, LP (company) — Registrant for DEF 14A filing
• Robert A. Nesher (person) — President and Chief Executive Officer of the Funds, Current Interested Director
• Timothy D. Barto (person) — Vice President and Assistant Secretary of the Funds
• Dennis McGonigle (person) — New Interested Director Nominee, former CFO of SEI Investments Company
• James Taylor (person) — New Independent Director Nominee, former CIO of Georgia Tech Foundation
• Christine Reynolds (person) — New Independent Director Nominee, former EVP at Fidelity Investments
• Thomas Melendez (person) — New Independent Director Nominee, former Investment Officer at MFS Investment Management
• Eli Powell Niepoky (person) — New Independent Director Nominee, Treasurer of Robert W. Woodruff Foundation
• Kimberly Walker (person) — New Independent Director Nominee, former CIO at Washington University in St. Louis

FAQ

Risk Factors

• Investment Company Act of 1940 Compliance [medium — regulatory]: The proposal to increase the board size to ten directors is driven by the Investment Company Act of 1940. Specifically, to allow for future director vacancies to be filled by board appointment without a shareholder vote, more than two-thirds of the board must be shareholder-elected. This ensures ongoing compliance and avoids costly proxy solicitations for future appointments.
• Director Election Failure [low — operational]: If a plurality of voting shareholders do not elect a Nominee, that Nominee will not become a Director. The Board may then consider re-proposing the Nominee or finding a replacement. If current Directors are not elected, it will not impact the current board composition but could lead to higher future costs for the Funds.

Industry Context

The mutual fund industry is heavily regulated, with the Investment Company Act of 1940 setting key governance standards. Funds must ensure adequate independent oversight and manage board composition to comply with regulations. Trends include increasing complexity in fund structures and a focus on cost efficiency in governance to benefit shareholders.

Regulatory Implications

The proposal directly addresses requirements under the Investment Company Act of 1940 concerning board composition. Failure to maintain the required proportion of shareholder-elected directors could necessitate costly proxy solicitations for future board vacancies.

What Investors Should Do

1. Vote FOR the proposal to elect the slate of ten directors.
2. Review the qualifications of the nominated directors.
3. Vote by proxy if unable to attend the meeting.

Key Dates

• 2025-10-16: Special Meeting of Shareholders — Shareholders will vote on the election of the new Board of Directors.
• 2025-08-27: Record Date for voting eligibility — Shareholders of record on this date are entitled to vote at the special meeting.
• 2025-09-08: Mailing of Proxy Statement — Shareholders receive the proxy materials to review and vote.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for the SEI Alternative Income Fund's special meeting.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This Act dictates certain requirements for the composition of the Funds' Board of Directors, driving the current proposal.)

Interested person

As defined by the Investment Company Act of 1940, this refers to individuals who have certain business or financial relationships with the fund or its investment adviser, which could create a conflict of interest. (The distinction between interested and independent directors is crucial for regulatory compliance and board governance.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote shares at a shareholder meeting. (Shareholders are encouraged to vote by proxy if they cannot attend the meeting.)

Nominee

A candidate proposed for election to the Board of Directors. (The proposal is to elect a slate of ten Nominees to the Board.)

Plurality

The largest number of votes cast for a candidate, even if it is not a majority of all votes cast. (A Nominee will be elected if they receive a plurality of the votes.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on board composition changes, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The key focus is on the proposed increase in board size from four to ten directors to meet regulatory requirements and streamline governance.

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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View this DEF 14A filing on SEC EDGAR