<PAGE> 1
SEI LIQUID ASSET TRUST
TREASURY SECURITIES PORTFOLIO
GOVERNMENT SECURITIES PORTFOLIO
PRIME OBLIGATION PORTFOLIO
INSTITUTIONAL CASH PORTFOLIO
MONEY MARKET PORTFOLIO
SUPPLEMENT DATED MAY 1, 1996 TO
THE CLASS A PROSPECTUS
DATED OCTOBER 30, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.
At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A shares, and approved a Class A shareholder
servicing plan that provides for shareholder servicing fees payable to the
Distributor of up to .25% of average net assets. These new arrangements are to
be effective as of May 1, 1996. Under this new plan, the Distributor may
provide a broad range of shareholder and administrative services itself, or may
enter into arrangements under which third parties provide such services and are
compensated by the Distributor. As a result of this change, effective May 1,
1996, the following "Annual Operating Expenses" table replaces the table on
page 2 of the Prospectus:
ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TREASURY GOVERNMENT PRIME INSTITUTIONAL MONEY
SECURITIES SECURITIES OBLIGATION CASH MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Management/Advisory Fees
(after fee waiver)1 .37% .32% .36% .39% .36%
12b-1 Fees None None None None None
Total Other Expenses .07% .12% .08% .05% .08%2
Shareholder Servicing .00% .00% .00% .00% .00%
Expenses
(after fee waiver)3
- --------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waivers)4 .44%1 .44%1 .44%1 .44% .44%1
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</TABLE>
1 The Manager has agreed contractually to waive its fee in an amount
that limits the total operating expenses of such Portfolio to not more
than .44% of its average net assets, except for the Institutional Cash
Portfolio for which the waiver is voluntary and may be terminated at
any time in the Manager's sole discretion. Absent this waiver,
management/advisory fees for the Treasury Securities, Government
Securities, Prime Obligation, and Money Market Portfolios, would be
.45%, .45%, .45%, and .45%, respectively. For the Treasury Securities
and Government Securities Portfolios, Management/Advisory fees have
been restated to reflect reductions in fee waivers.
2 Total Other Expenses for the Money Market Portfolio are based on
estimated amounts for the current fiscal year.
3 The Distributor has waived, on a voluntary basis, all or a portion of
its shareholder servicing fee, and the Shareholder Servicing Fees
shown reflect this waiver. The Distributor reserves the right to
terminate its waiver at any time in its sole discretion. Absent such
waiver, Shareholder Servicing Fees would be .25% for each of the
Portfolios.
4 Absent these fee waivers, Total Operating Expenses for the Treasury
Securities, Government Securities, Prime Obligation, Institutional
Cash and Money Market Portfolios would be .77%, .82%, .78%, .69%, and
.78%, respectively. Additional information may be found under "The
Manager and Shareholder Servicing Agent," "The Adviser" and
"Distribution."
<PAGE> 2
EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
An investor in any Portfolio would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the
end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
$5 $14 $25 $55
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolios. The information set forth in the
foregoing table and example relates only to the Portfolios' Class A shares.
The Treasury Securities Portfolio also offers Class D shares, which are subject
to the same expenses except that Class D shares bear different distribution
costs and transfer agent costs. A person who purchases shares through a
financial institution may be charged separate fees by that institution.
Additional information regarding these differences may be found under "The
Manager and Shareholder Servicing Agent," "The Adviser" and "Distribution."
____________________________________
In connection with the elimination of the Portfolios' Class A Distribution
Plan, the "Distribution" section on page 9 is replaced with the following:
DISTRIBUTION AND SHAREHOLDER SERVICES.
SEI Financial Services Company (the "Distributor"), a wholly-owned
subsidiary of SEI, serves as each Portfolio's distributor pursuant to
a distribution agreement with the Trust. The Portfolios have adopted
a distribution plan for their Class D shares (the "Class D Plan")
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act").
The Portfolios have adopted a shareholder servicing plan for Class A shares
(the "Service Plan") under which a shareholder servicing fee of up to .25% of
average daily net assets attributable to Class A shares will be paid to the
Distributor. Under the Service Plan, the Distributor may perform, or may
compensate other service providers for performing, the following shareholder
and administrative services: maintaining client accounts; arranging for bank
wires; responding to client inquiries concerning services provided on
investments; assisting clients in changing dividend options, account
designations and addresses; sub-accounting; providing information on share
positions to clients; forwarding shareholder communications to clients;
processing purchase, exchange and redemption orders; and processing dividend
payments. Under the Service Plan, the Distributor may retain as a profit any
difference between the fee it receives and the amount it pays to third parties.
Pursuant to state law, the Distributor has voluntarily agreed to limit the
shareholders servicing expenses of the Class A shares of each Portfolio to
.25%.
It is possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes. These financial institutions may also charge separate fees to their
customers.
The Trust may also execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation.
In addition, the Distributor may, from time to time in its sole discretion,
institute one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor will provide
promotional incentives, in the form of cash or other compensation, including
merchandise, airline vouchers, trips and vacation packages, to all dealers
selling shares of the Portfolios. Such promotional incentives will be offered
uniformly to all dealers and predicated upon the amount of shares of the
Portfolios sold by the dealer.
____________________________________
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE> 3
SEI LIQUID ASSET TRUST
TREASURY SECURITIES PORTFOLIO
SUPPLEMENT DATED MAY 1, 1996 TO
THE CLASS D PROSPECTUS
DATED OCTOBER 30, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.
At a meeting held on March 18, 1996, the Trustees reduced the payments
available under the existing Rule 12b-1 Distribution Plan to an amount not to
exceed .25% by eliminating the reimbursement component of the Plan. These new
arrangements are to be effective as of May 1, 1996. Payments made under the
Plan are characterized as compensation, and are not directly tied to
distribution expenses incurred by the Distributor. As a result of this change,
effective May 1, 1996, the following "Shareholder Transaction Expenses" table
replaces the table on page 4 of the Prospectus:
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
<TABLE>
<CAPTION>
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TREASURY SECURITIES
PORTFOLIO
---------
<S> <C>
Maximum Sales Charge Imposed on Purchases None
Maximum Sales Charge Imposed on Reinvested None
Dividends
Redemption Fees1 None
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</TABLE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Management/Advisory Fees (after fee waiver)2 .37%
12b-1 Fees (after fee waiver)3 .20%
Other Expenses .22%
- --------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)2,3,4 .79%
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</TABLE>
1. A charge, currently $10.00, is imposed on wires of redemption proceeds
of the Portfolio's Class D shares.
2. The Manager has agreed contractually to waive a portion of its fee in
order to limit total operating expenses for Class D shares of the
Portfolio to not more than .84% of its average daily net assets.
Absent these contractual provisions, management/advisory fees would
have been .45%. The Portfolio's Management/Advisory fees have been
restated to reflect reductions in fee waivers.
3. The Distributor has waived, on a voluntary basis, all or a portion of
its 12b-1 fee, and the 12b-1 Fees shown reflect this waiver. The
Distributor reserves its right to terminate this waiver at any time in
its sole discretion. Absent such waiver, 12b-1 Fees would be .25% for
the Portfolio.
4 Absent these fee waivers, Total Operating Expenses of the Class D
shares of the Portfolio would be .92%. Additional information may be
found under "The Manager and Shareholder Servicing Agent," "The
Adviser" and "Distribution."
EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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An investor in the Class D shares of the Portfolio would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
$8 $25 $44 $98
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class D shares of the Portfolio. The information set
forth in the foregoing table and example relates only to the Class D shares.
The Portfolio also offers Class A shares, which are subject to the same
expenses, except there are no transfer agent costs, and there are different
distribution costs. A person who purchases shares through a financial
institution may be charged separate fees by that institution. Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"The Adviser" and "Distribution."
<PAGE> 4
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges otherwise permitted by the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. ("NASD").
____________________________________
In connection with the elimination of the reimbursement component of the Class
D Rule 12b-1 Plan and the elimination of the Class A Plan, the "Distribution"
section on pages 12 and 13 is amended as follows:
The second sentence of the first paragraph is amended to delete the reference
to the Class A Plan.
The following sentence is inserted at the end of the first paragraph:
The Portfolios have adopted a shareholder servicing plan for their
Class A shares (the "Class A Service Plan").
The second and third paragraphs are deleted.
The first sentence of the fourth paragraph is deleted and the following
sentence is inserted:
The Class D Plan provides for payments to the Distributor at an annual
rate of .25% of the Portfolios' average daily net assets attributable
to Class D shares.
____________________________________
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
