SEI LIQUID ASSET TRUST, 485A24E, 1996-08-28

SEI LIQUID ASSET TRUST
485A24E, 1996-08-28

Previous: SEI LIQUID ASSET TRUST, NSAR-B, 1996-08-28

Next: SEI LIQUID ASSET TRUST, N-30D, 1996-08-28

<PAGE> 1

As filed with the Securities and Exchange Commission on August 28, 1996

File No. 2-73428
File No. 811-3231
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 20 /X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 20 /X/

- --------------------------------------------------------------------------------

SEI LIQUID ASSET TRUST
----------------------
(Exact name of registrant as specified in charter)

c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
----------------------------
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, including Area Code (800) 342-5734

David G. Lee
c/o SEI Corporation
680 E. Swedesford Road
Wayne, Pennsylvania 19087
-------------------------
(Name and Address of Agent for Service)

Copies to:
<TABLE>
<S> <C>
Richard W. Grant, Esq. John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20036
</TABLE>

- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
=============================================================================================================================
Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration
Unit Price Fee(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of beneficial interest $2,185,838,890 $1.00 per share $2,185,838,890 $100
=============================================================================================================================
</TABLE>

(1) Registrant had actual aggregate redemptions of $16,648,503,629 for its
fiscal year ended June 30, 1996; has used $ 14,451,876,121 of available
redemptions for reductions pursuant to Rule 24f-2(c) under the 1940 Act and has
previously used no available redemptions for reductions pursuant to Rule
24e-2(a) of the 1940 Act during the current year. Registrant elects to use
redemptions in the aggregate amount of $2,185,548,890 for reductions in its
current amendment.

- --------------------------------------------------------------------------------
It is proposed that this filing become effective
(check appropriate box):

immediately upon filing pursuant to paragraph (b)
- ---

on [date] pursuant to paragraph (b)
- ---
X 60 days after filing pursuant to paragraph (a)
- ---
on [date] pursuant to paragraph (a) of Rule 485
- ---
- --------------------------------------------------------------------------------

DECLARATION PURSUANT TO RULE 24F-2: Pursuant to Rule 24f-2 under the
Investment Company Act of 1940 the Registrant has registered an indefinite
number or amount of its shares of beneficial interest under the Securities Act
of 1933. The Rule 24f-2 Notice for the Registrant's fiscal year ending June
30, 1996 was filed August 28, 1996.

<PAGE> 2
SEI LIQUID ASSET TRUST

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
PART A-All Portfolios - Class A
- -------------------------------
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses; Example
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . Financial Highlights
Item 4. General Description of RegistrantThe Trust; Investment . . . . Objectives and Policies
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . Trustees of the Trust; The Manager; The Adviser
Item 5A. Management's Discussion of Fund Performance . . . . . . . . . . *
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . Voting Rights; Shareholder Inquiries;
Dividends; Taxes
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . *

PART A-Treasury Securities Portfolio - Class D
- ----------------------------------------------

Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses; Example
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . Financial Highlights
Item 4. General Description of RegistrantThe Trust; Investment . . . . Objectives and Policies
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . Trustees of the Trust; The Manager; The Adviser
Item 5. Management's Discussion of Fund Performance . . . . . . . . . . *
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . Voting Rights; Shareholder Inquiries;
Dividends; Taxes
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . *
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
PART B-All Portfolios
---------------------
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . . . . . The Trust
Item 13. Investment Objectives and Policies . . . . . . . . . . . . . . . Description of Permitted Investments;
Investment Limitations
Item 14. Management of the Registrant . . . . . . . . . . . . . . . . . . Trustees and Officers of the Trust
(Prospectus); The Manager; The Adviser
Item 15. Control Persons and Principal Holders of
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 5% Shareholders; Trustees and Officers of the
Trust
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . . The Adviser; The Manager; Distribution and
Shareholder Servicing; Experts
Item 17. Brokerage Allocation . . . . . . . . . . . . . . . . . . . . . . Portfolio Transactions
Item 18. Capital Stock and Other SecuritiesDescription of Shares
Item 19. Purchase, Redemption, and Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares (Prospectus);
Determination of Net Asset Value
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes (Prospectus); Tax
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution and
Shareholder Servicing
Item 22. Calculation of Performance Data . . . . . . . . . . . . . . . . Performance
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . Financial Information
</TABLE>

- ------------
* Not Applicable

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
<PAGE> 4

SEI LIQUID ASSET TRUST

OCTOBER 27, 1996

- --------------------------------------------------------------------------------

TREASURY SECURITIES PORTFOLIO
GOVERNMENT SECURITIES PORTFOLIO
PRIME OBLIGATION PORTFOLIO
INSTITUTIONAL CASH PORTFOLIO
MONEY MARKET PORTFOLIO

- --------------------------------------------------------------------------------

This Prospectus sets forth concisely information about the above-referenced
Portfolios that an investor needs to know before investing. Please read this
Prospectus carefully, and keep it on file for future reference.

A Statement of Additional Information dated October 27, 1996, has been filed
with the Securities and Exchange Commission, and is available upon request and
without charge by writing the Distributor, SEI Financial Services Company, 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling
1-800-342-5734. The Statement of Additional Information is incorporated by
reference into this Prospectus.

SEI Liquid Asset Trust (the "Trust") is an open-end management investment
company, certain classes of which offer financial institutions a convenient
means of investing their own funds, or funds for which they act in a fiduciary,
agency or custodial capacity, in one or more professionally managed diversified
portfolios of securities. Some portfolios offer separate classes of units of
beneficial interest that differ from each other primarily in the allocation of
certain distribution expenses and minimum investment amounts. This Prospectus
offers Class A shares of each of the Trust's five money market portfolios (each
a "Portfolio" and, together, the "Portfolios") listed above.

AN INVESTMENT IN A PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK. THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.
<PAGE> 5

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> <C> <C> <C> <C> <C>
Management/Advisory Fees (after fee waivers) (1) .39% .39% .39% .39% .39%
12b-1 Fees None None None None None
Total Other Expenses .05% .05% .05% .05% .05%(2)
Shareholder Servicing Expenses (after fee waivers)
(3) .00% .00% .00% .00% .00%
- ------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (4) .44% .44% .44% .44% .44%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Manager has agreed to waive its fee in an amount necessary to limit the
total operating expenses of each Portfolio to not more than .44% of its
average net assets. In the case of the Institutional Cash Portfolio, this
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.
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 Expenses 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 Expenses would be .25% for each of the Portfolios.

(4) Absent waivers, Total Operating Expenses for the Treasury Securities,
Government Securities, Prime Obligation, Institutional Cash and Money Market
Portfolios would be .75%, .75%, .75%, .69%, and .75%, respectively.
Additional information may be found under "The Manager," "The Adviser" and
"Distribution and Shareholder Servicing."

EXAMPLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<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: $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 Class A shares of the Portfolios. 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," "The Adviser" and
"Distribution and Shareholder Servicing".

2
<PAGE> 6

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period have been audited by Price Waterhouse LLP, independent accountants, whose
report dated August 2, 1996, was unqualified. This information should be read in
conjunction with the Trust's financial statements and notes thereto included in
the Statement of Additional Information under the heading "Financial
Information." As of June 30, 1996, the Money Market Portfolio had not commenced
operations. Additional performance information is set forth in the Trust's 1996
Annual Report to Shareholders, which is available upon request and without
charge by calling 1-800-342-5734.

For a Class A Share Outstanding Throughout each Period

<TABLE>
<CAPTION>
Realized
and
Net Asset Unrealized Distributions
Value Net Gains from Net Distributions Net Asset Net Assets
Beginning Investment on Investment from Realized Value End Total End of Period
of Period Income Securities Income Capital Gains of Period Return (000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
- --------------------
TREASURY SECURITIES
- --------------------
1996 $1.00 $ 0.05 -- $ (0.05) -- $1.00 5.37% $ 832,393
1995 1.00 0.05 -- (0.05) -- 1.00 5.05 1,254,888
1994 1.00 0.03 -- (0.03) -- 1.00 3.00 1,501,510
1993 1.00 0.03 -- (0.03) -- 1.00 3.03 2,219,701
1992 1.00 0.05 -- (0.05) -- 1.00 4.69 2,304,153
1991 1.00 0.07 -- (0.07) -- 1.00 7.04 2,248,497
1990 1.00 0.08 -- (0.08) -- 1.00 8.41 2,076,845
1989 1.00 0.08 -- (0.08) -- 1.00 8.51 2,318,763
1988 1.00 0.06 -- (0.06) -- 1.00 6.56 2,671,802
1987 1.00 0.06 -- (0.06) -- 1.00 5.91 2,580,118
- -------------------------
GOVERNMENT SECURITIES
- -------------------------
1996 $1.00 $ 0.05 -- $ (0.05) -- $1.00 5.30% $ 169,133
1995 1.00 0.05 -- (0.05) -- 1.00 5.18 200,768
1994 1.00 0.03 -- (0.03) -- 1.00 3.04 255,554
1993 1.00 0.03 -- (0.03) -- 1.00 3.05 507,832
1992 1.00 0.05 -- (0.05) -- 1.00 4.72 399,938
1991 1.00 0.07 -- (0.07) -- 1.00 7.08 520,187
1990 1.00 0.08 -- (0.08) -- 1.00 8.48 368,318
1989 1.00 0.08 -- (0.08) -- 1.00 8.69 467,056
1988 1.00 0.07 -- (0.07) -- 1.00 6.83 523,274
1987 1.00 0.06 -- (0.06) -- 1.00 5.99 479,968

Ratio of
Ratio of Ratio of Net Investment
Ratio of Net Expenses Income
Expenses Investment to Average to Average
to Income Net Assets Net Assets
Average to Average (Excluding (Excluding
Net Assets Net Assets Waivers) Waivers)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------
- -------------------
TREASURY SECURITIES
- -------------------
1996 0.44% 5.27% 0.52% 5.19%
1995 0.44 4.93 0.54 4.83
1994 0.44 2.91 0.51 2.84
1993 0.44 2.99 0.50 2.93
1992 0.44 4.60 0.50 4.50
1991 0.44 6.80 0.47 6.80
1990 0.44 8.10 0.45 8.10
1989 0.44 8.20 0.44 8.20
1988 0.44 6.40 0.44 6.40
1987 0.44 5.70 0.45 5.70
- ---------------------
GOVERNMENT SECURITIES
- ---------------------
1996 0.44% 5.19% 0.54% 5.09%
1995 0.44 5.04 0.53 4.95
1994 0.44 2.96 0.51 2.89
1993 0.44 3.00 0.50 2.94
1992 0.44 4.60 0.50 4.60
1991 0.44 6.80 0.48 6.70
1990 0.44 8.10 0.45 8.10
1989 0.44 8.30 0.46 8.30
1988 0.44 6.70 0.44 6.70
1987 0.44 5.80 0.46 5.80
</TABLE>

3
<PAGE> 7

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
Realized
and
Net Asset Unrealized Distributions
Value Net Gains from Net Distributions Net Asset Net Assets
Beginning Investment on Investment from Realized Value End Total End of Period
of Period Income Securities Income Capital Gains of Period Return (000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
- ------------------
PRIME OBLIGATION
- ------------------
1996 $1.00 $ 0.05 -- $ (0.05) -- $1.00 5.39% $ 747,852
1995 1.00 0.05 -- (0.05) -- 1.00 5.20 940,863
1994 1.00 0.03 -- (0.03) -- 1.00 3.08 918,509
1993 1.00 0.03 -- (0.03) -- 1.00 3.07 1,173,109
1992 1.00 0.05 -- (0.05) -- 1.00 4.73 1,515,554
1991 1.00 0.07 -- (0.07) -- 1.00 7.36 1,729,845
1990 1.00 0.08 -- (0.08) -- 1.00 8.57 1,804,367
1989 1.00 0.09 -- (0.09) -- 1.00 8.85 2,160,859
1988 1.00 0.07 -- (0.07) -- 1.00 7.12 2,224,159
1987 1.00 0.06 -- (0.06) -- 1.00 6.08 1,851,072
- ---------------------
INSTITUTIONAL CASH*
- ---------------------
1996 $1.00 $ 0.0005 -- $ (0.0005) -- $1.00 4.58% --
1995 1.00 0.0003 -- (0.0003) -- 1.00 4.94 --
1994 1.00 0.0003 -- (0.0003) -- 1.00 2.60 --
1993 1.00 0.0003 -- (0.0003) -- 1.00 2.83 --
1992 1.00 0.0002 -- (0.0002) -- 1.00 3.47 --
1991 1.00 0.0003 0.0001 (0.0003) (0.0001) 1.00 7.12 --
1990 1.00 0.0008 0.0003 (0.0008) (0.0003) 1.00 10.22 --
1989 1.00 0.0007 0.0002 (0.0007) (0.0002) 1.00 8.49 --
1988 1.00 0.0006 0.0001 (0.0006) (0.0001) 1.00 4.02 --
1987(1) 1.00 0.0003 -- (0.0003) -- 1.00 5.48 --
- ----------------

<CAPTION>
Ratio of
Ratio of Ratio of Net Investment
Ratio of Net Expenses Income
Expenses Investment to Average to Average
to Income Net Assets Net Assets
Average to Average (Excluding (Excluding
Net Assets Net Assets Waivers) Waivers)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------
- ----------------
PRIME OBLIGATION
- ----------------
1996 0.44% 5.27% 0.53% 5.18%
1995 0.44 5.21 0.53 5.12
1994 0.44 3.03 0.51 2.96
1993 0.44 3.04 0.50 2.98
1992 0.44 4.70 0.49 4.60
1991 0.44 7.10 0.47 7.10
1990 0.44 8.30 0.45 8.30
1989 0.44 8.50 0.44 8.50
1988 0.44 6.90 0.44 6.90
1987 0.44 5.90 0.45 5.90
- ------------------
INSTITUTIONAL CASH*
- ------------------
1996 0.44% 4.58% 0.44% 4.58%
1995 0.44 5.19 0.44 5.19
1994 0.44 2.63 0.44 2.63
1993 0.44 2.66 0.44 2.66
1992 0.44 3.50 0.44 3.50
1991 0.42 5.90 0.42 5.90
1990 0.44 7.80 0.44 7.80
1989 0.44 6.80 0.44 6.80
1988 0.44 5.20 0.44 5.20
1987(1) 0.44 5.30 0.44 5.30
- ---------
</TABLE>

(1) Institutional Cash Fund commenced operations on December 31, 1986.
* Annualized
Amounts designated as "--" are either $0 or have been rounded to $0.

4
<PAGE> 8

THE TRUST

SEI LIQUID ASSET TRUST (the "Trust") is an open-end management investment
company that offers units of beneficial interest ("shares") in separate
diversified investment portfolios. This Prospectus offers Class A shares of the
Trust's Treasury Securities, Government Securities, Prime Obligation,
Institutional Cash and Money Market Portfolios (each a "Portfolio" and,
together, the "Portfolios"). The Treasury Securities Portfolio also offers Class
D shares. Additional information pertaining to the Trust may be obtained by
writing to SEI Financial Services Company, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658, or by calling 1-800-342-5734.

INVESTMENT

OBJECTIVES AND

POLICIES

TREASURY SECURITIES
PORTFOLIO The Treasury Securities Portfolio seeks to preserve
principal value and maintain a high degree of liquidity
while providing current income.
The Portfolio invests exclusively in U.S. Treasury
obligations and repurchase agreements involving such
obligations. The repurchase agreement dealers selected for
the Treasury Securities Portfolio must meet certain
creditworthiness criteria established by Standard & Poor's
Corporation ("S&P").

GOVERNMENT
SECURITIES PORTFOLIO The Government Securities Portfolio seeks to preserve
principal value and maintain a high degree of liquidity
while providing current income.
The Portfolio invests exclusively in U.S. Treasury
obligations, obligations issued or guaranteed as to
principal and interest by agencies or instrumentalities of
the U.S. Government, and repurchase agreements involving
such obligations.

PRIME OBLIGATION
PORTFOLIO The Prime Obligation Portfolio seeks to preserve principal
value and maintain a high degree of liquidity while
providing current income.

The Portfolio invests exclusively in: (i)
commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's Investors Service, Inc. ("Moody's") at the time of
investment or, if not rated, determined by the Adviser to
be of comparable quality; (ii) obligations (including
certificates of deposit, time deposits, bankers'
acceptances and bank notes) of U.S. commercial banks or
savings and loan institutions that are members of the
Federal Reserve System or are insured by the Federal
Deposit Insurance Corporation, which banks or institutions
have total assets of $500 million or more as shown on
their most recent public financial statements, at the time
of investment, provided that such obligations are rated in
the top two short-term rating categories by two or more
nationally recognized statistical rating organizations
("NRSROs"), or one NRSRO if only one NRSRO has rated the
security at the time of investment or, if not rated,
determined by the Adviser to be of comparable quality;
(iii) short-term corporate obligations rated AAA or AA by
S&P or Aaa or Aa by Moody's at the time of investment or,
if not rated, determined by the Adviser to be of
comparable quality; (iv) short-term obligations issued by
state

5
<PAGE> 9

and local governmental issuers, which are rated, at the time of investment, by
at least two NRSROs in one of the two highest municipal bond rating categories,
and which carry yields that are competitive with those of other types of money
market instruments of comparable quality; (v) U.S. Treasury obligations and
obligations issued or guaranteed as to principal and interest by agencies or
instrumentalities of the U.S. Government; and (vi) repurchase agreements
involving any of the foregoing obligations.

INSTITUTIONAL CASH
PORTFOLIO The Institutional Cash Portfolio seeks to preserve
principal value and maintain a high degree of liquidity
while providing current income.
The Portfolio invests exclusively in U.S. Treasury
obligations.

MONEY MARKET
PORTFOLIO The Money Market Portfolio seeks to preserve principal
value and maintain a high degree of liquidity while
providing current income.

The Portfolio invests in the following U.S. dollar
denominated obligations: (i) commercial paper issued by
U.S. and foreign issuers rated in the highest rating
category by at least two NRSROs, or if only rated by one
NRSRO, by that NRSRO, at the time of investment or, if not
rated, determined by the Adviser to be of comparable
quality; (ii) obligations (including certificates of
deposit, time deposits, bankers' acceptances and bank
notes) of U.S. savings and loan institutions, U.S.
commercial banks (including foreign branches of such
banks), and U.S. and London branches of foreign banks,
provided that such institutions (or, in the case of a
branch, the parent institution) have total assets of $1
billion or more as shown on their most recent public
financial statements, at the time of investment; (iii)
short-term corporate obligations rated in one of the two
highest rating categories by at least one NRSRO at the
time of investment, or, if not rated, determined by the
Adviser to be of comparable quality; (iv) U.S. Treasury
obligations and obligations issued or guaranteed as to
principal and interest by the agencies or
instrumentalities of the U.S. Government; (v) repurchase
agreements involving any of the foregoing obligations;
(vi) custodial receipts representing investments in
component parts of U.S. Treasury obligations and (vii)
U.S. dollar denominated obligations of foreign
governments, including Canadian and Provincial Government
and Crown Agency obligations.

There can be no assurance that the Portfolios will
achieve their respective investment objectives.

6
<PAGE> 10

GENERAL
INVESTMENT
POLICIES

In purchasing obligations, each Portfolio complies with
the requirements of Rule 2a-7 under the 1940 Act, as that
Rule may be amended from time to time. These requirements
currently provide that each Portfolio must limit its
investments to securities with remaining maturities of 397
days or less, and must maintain a dollar-weighted average
maturity of 90 days or less. In addition, each Portfolio
may only invest in securities (other than U.S. Government
Securities) rated in one of the two highest categories for
short-term securities by at least two NRSROs (or by one
NRSRO if only one NRSRO has rated the security), or, if
unrated, determined by the Adviser (in accordance with
procedures adopted by the Trust's Board of Trustees) to be
of equivalent quality to rated securities in which the
Portfolio may invest. Purchases of unrated securities will
be ratified by the Trust's Board of Trustees.

Securities rated in the highest rating category
(e.g., A-1 by S&P) by at least two NRSROs (or by one NRSRO
if only one NRSRO has rated the security, or, if unrated,
determined by the Adviser to be of comparable quality) are
"first tier" securities. Securities rated in the second
highest rating category (e.g., A-2 by S&P) by at least one
NRSRO (or, if unrated, determined by the Adviser to be of
comparable quality) are considered to be "second tier"
securities. Each Portfolio will invest, in the aggregate,
no more than 5% of its assets in second tier securities,
and any investment in any one second tier security is
limited to the greater of 1% of a Portfolio's total assets
or $1 million.

The quality, maturity and diversification
requirements of the Government Securities and Prime
Obligation Portfolios are more restrictive than those
imposed by Rule 2a-7. The Government Securities and Prime
Obligation Portfolios may only purchase securities with a
remaining maturity of 365 days or less, and, as a matter
of non-fundamental policy, will maintain a dollar-weighted
average portfolio maturity of 90 days or less. If
Shareholders of these Portfolios elect to modify the
Portfolios' investment limitations in the future, the
Portfolios could take advantage of certain provisions in
the Rule that are more liberal than the Portfolios'
policies and that are followed by the Trust's other
Portfolios.

The Money Market and Prime Obligation Portfolios
may invest up to 10% of its net assets in illiquid
securities. However, restricted securities, including Rule
144A securities and Section 4(2) commercial paper, that
meet the criteria established by the Board of Trustees of
the Trust will be considered liquid.

7
<PAGE> 11

Each Portfolio may purchase securities on a
when-issued or delayed delivery basis.

For additional information regarding the
Portfolios' permitted investments and the ratings referred
to above, see "Description of Permitted Investments and
Risk Factors" and the Statement of Additional Information.

INVESTMENT
LIMITATIONS

The investment objective and certain of the investment
limitations are fundamental policies of the Portfolios.
Fundamental policies cannot be changed with respect to a
Portfolio without the consent of the holders of a majority
of the Trust's or that Portfolio's outstanding shares.

It is a fundamental policy of each Portfolio to use
its best efforts to maintain a constant net asset value of
$1.00 per share. In addition, it is a fundamental policy
of each of the Government Securities and Prime Obligation
Portfolios to invest its assets solely in the securities
listed as appropriate investments for that Portfolio.

Each Portfolio may not:

1. Purchase securities of any issuer (except securities
issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and any securities
guaranteed thereby) if as a result more than 5% of the
total assets of the Portfolio (based on fair market
value at the time of investment) would be invested in
the securities of such issuer; provided, however, that
the Treasury Securities, Money Market and Institutional
Cash Portfolios may temporarily invest up to 25% of
their total assets without regard to this restriction
as permitted by Rule 2a-7.

2. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in
the securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in (a) domestic banks and (b) obligations
issued or guaranteed by the U.S. Government or its
agencies and instrumentalities.
3. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the
value of the total assets of that Portfolio. This
borrowing provision is included solely to facilitate
the orderly sale of portfolio securities to accommodate
substantial redemption requests if they should occur
and is not for investment purposes. All borrowings will
be repaid before making additional investments for that
Portfolio and any interest paid on such borrowings will
reduce the income of that Portfolio.

The foregoing percentage limitations will apply at the
time of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.

8
<PAGE> 12

THE MANAGER

SEI Fund Management ("SEI Management"), provides the Trust
with overall management services, regulatory reporting,
all necessary office space, equipment, personnel and
facilities, and acts as dividend disbursing agent and
shareholder servicing agent. SEI Management also serves as
transfer agent (the "Transfer Agent") to certain classes
of the Trust.

For its management services, SEI Management is
entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .42% of the average daily
net assets of each Portfolio, except the Institutional
Cash Portfolio, for which SEI Management is entitled to a
fee of .36% of the Portfolio's average daily net assets.
SEI Management has contractually agreed to waive all or a
portion of its fee with respect to each Portfolio, except
the Institutional Cash Portfolio, in order to limit the
total operating expenses of the Class A shares of such
Portfolios to not more than .44% of its average daily net
assets. For the Institutional Cash Portfolio only, this
waiver is voluntary and may be terminated at any time in
SEI Management's sole discretion.

For the fiscal year ended June 30, 1996, the
Treasury Securities, Government Securities, Prime
Obligation, and Institutional Cash Portfolios paid
management fees, after waivers, of .33%, .33%, .33% and
.36%, respectively, of their average daily net assets. As
of June 30, 1996, the Money Market Portfolio had not
commenced operations.

THE ADVISER

Wellington Management Company (the "Adviser"), 75 State
Street, Boston, Massachusetts 02109, serves as the
investment adviser to each Portfolio. The Adviser, under
an investment advisory agreement with the Trust, invests
the assets of the Portfolios and continuously reviews,
supervises and administers each Portfolio's investment
program, subject to the supervision of, and policies
established by, the Trustees of the Trust.

As of September 30, 1996, the Adviser had
investment management authority with respect to
approximately $[ ] billion of assets, including the
assets of the Trust and SEI Daily Income Trust, which is
an open-end management investment company administered by
the Manager. The Adviser is a professional investment
counseling firm which provides investment services to
investment companies, employee benefit plans, endowments,
foundations, and other institutions and individuals. The
Adviser's predecessor organizations have provided
investment advisory services to investment companies since
1933, and to investment counseling clients since 1960. The
Adviser is a Massachusetts general partnership, of which
the following persons are managing partners: Robert W.
Doran, Duncan M. McFarland and John R. Ryan.

9
<PAGE> 13

The Adviser is entitled to a fee, which is
calculated daily and paid monthly, at an annual rate of
.075% of the combined average daily net assets of the
Trust's Portfolios up to $500 million, and .02% of such
average daily net assets in excess of $500 million. Such
fees are allocated daily among the Portfolios of the Trust
on the basis of their relative net assets. For the fiscal
year ended June 30, 1996, the Treasury Securities,
Government Securities, Prime Obligation, and Institutional
Cash Portfolios paid advisory fees, after fee waivers, of
.03%, .03%, .03%, and .00%, respectively, of their
relative net assets. As of June 30, 1996, the Money Market
Portfolio had not commenced operations.

DISTRIBUTION

AND SHAREHOLDER

SERVICING

SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI Corporation, serves as each
Portfolio's distributor pursuant to a distribution
agreement with the Trust. The Portfolios have adopted a
shareholder service plan for their Class A shares (the
"Class A Plan"). The Treasury Securities Portfolio has
adopted a distribution plan for its Class D shares (the
"Class D Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940
Act").

Under the Class A Plan, 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
Class A 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 Class A Plan, the
Distributor may retain as a profit any difference between
the fee it receives and the amount it pays to third
parties. The Distributor is currently waiving all
shareholder servicing fees payable under the Class A Plan
for each Portfolio.

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%.

10
<PAGE> 14

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 its own resources. 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.

PURCHASE AND

REDEMPTION OF
SHARES

Financial institutions may acquire Class A shares of the
Portfolios for their own account, or as a record owner on
behalf of fiduciary, agency or custody accounts, by
placing orders with the Transfer Agent. Institutions that
use certain SEI proprietary systems may place orders
electronically through those systems. State securities
laws may require banks and financial institutions
purchasing shares for their customers to register as
dealers pursuant to state laws. Financial institutions may
impose an earlier cut-off time for receipt of purchase
orders directed through them to allow time for processing
and transmittal of these orders to the Transfer Agent for
effectiveness on the same day. Financial institutions
which purchase shares for the accounts of their customers
may impose separate charges on these customers for account
services. Shares of the Portfolios are offered only to
residents of states in which the shares are eligible for
purchase.

Shares of each Portfolio may be purchased or
redeemed on days on which the New York Stock Exchange is
open for business ("Business Days"). However, money market
fund shares cannot be purchased by Federal Reserve wire on
Federal holidays on which wire transfers are restricted.

Shareholders who desire to purchase shares must
place their orders with the Transfer Agent prior to 2:00
p.m., Eastern time (12:00 p.m., Eastern time for the
Institutional Cash Portfolio), on any Business Day for the
order to be accepted on that Business Day. Cash
investments must be transmitted or delivered in federal
funds to the wire agent by the close of business on the
same day the order is placed. The Trust reserves the right
to reject a purchase order when the Distributor determines
that it is not in the best interest of the Trust or
shareholders to accept such purchase order.

11
<PAGE> 15

The Trust will send shareholders a statement after
each purchase or redemption transaction. The purchase
price of shares is the net asset value next determined
after a purchase order is received and accepted by the
Trust. The net asset value per share of each Portfolio is
determined by dividing the total market value of the
Portfolio's investments and other assets, less any
liabilities, by the total number of outstanding shares of
that Portfolio. Net asset value per share is determined
daily as of 2:00 p.m., Eastern time (12:00 p.m., Eastern
time for the Institutional Cash Portfolio), on each
Business Day.

Shareholders who desire to redeem shares of a
Portfolio must place their redemption orders with the
Transfer Agent prior to 2:00 p.m., Eastern time (12:00
p.m., Eastern time for the Institutional Cash Portfolio),
on any Business Day. The redemption price is the net asset
value per share of the Portfolio next determined after
receipt by the Transfer Agent of the redemption order.
Payment on redemptions will be made as promptly as
possible and, in any event, within seven days after the
redemption order is received.

Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Trust's Transfer
Agent will be responsible for any loss, liability, cost or
expense for acting upon wire instructions or upon
telephone instructions that it reasonably believes to be
genuine. The Trust and the Trust's Transfer Agent will
each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine,
including requiring a form of personal identification
prior to acting upon instructions received by telephone
and recording telephone instructions. If reasonable
procedures are not employed, the Trust and/or the Trust's
Transfer Agent may be liable for any losses due to
unauthorized or fraudulent telephone transactions.

If market conditions are extraordinarily active, or
other extraordinary circumstances exist, shareholders may
experience difficulties placing redemption orders by
telephone, and may wish to consider placing orders by
other means.

PERFORMANCE

From time to time, the Portfolios may advertise "current
yield" and "effective compound yield." These figures will
fluctuate, as they are based on historical earnings and
are not intended to indicate future performance. The
"current yield" of the Portfolios refers to the income
generated by an investment over a seven-day period which
is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to
be generated each week over a 52-week period, and is shown
as a percentage of the investment. The "effective yield"
is calculated similarly but, when annualized, the income
earned by an investment is assumed to be reinvested. The
"effective yield" will be slightly higher than the
"current yield" because of the compounding effect of this
assumed reinvestment.

12
<PAGE> 16

A Portfolio may periodically compare its
performance to that of: (i) other mutual funds tracked by
mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; (ii)
broad groups of comparable mutual funds; (iii) unmanaged
indices which may assume investment of dividends but
generally do not reflect deductions for administrative and
management costs; or (iv) other investment alternatives.
For each Portfolio, the performance of the Class A
shares will normally be higher than the performance of the
Class D shares of that Portfolio because of additional
distribution and transfer agent expenses charged to Class
D shares.

TAXES

Tax Status
of the Portfolios Each Portfolio is treated as a separate entity for federal
tax purposes and is not combined with the Trust's other
Portfolios. Each Portfolio intends to qualify for the
special tax treatment afforded regulated investment
companies under Subchapter M of the Internal Revenue Code
of 1986, as amended, so as to be relieved of federal
income tax on net investment company taxable income and
net capital gains (the excess of net long-term capital
gain over net short-term capital losses) distributed to
shareholders.

Tax Status
of Distributions Each Portfolio distributes substantially all of its net
investment income (including net short-term capital gains)
to shareholders. Dividends from a Portfolio's net
investment income are taxable to its shareholders as
ordinary income (whether received in cash or in additional
shares). Distributions of net capital gains are taxable as
long-term capital gains, regardless of how long
shareholders have held their shares and regardless of
whether the distributions are received in cash or in
additional shares. Dividends and distributions of capital
gains paid by each Portfolio do not qualify for the
dividends-received deduction for corporate shareholders.
Each Portfolio will provide annual reports to shareholders
of the federal income tax status of all distributions.

Dividends declared by a Portfolio in October,
November or December of any year and payable to
shareholders of record on a date in such a month will be

13
<PAGE> 17

deemed to have been paid by the Portfolio and received by
the shareholders on December 31 of the year declared if
paid by the Portfolio at any time during the following
January.

Each Portfolio intends to make sufficient
distributions prior to the end of each calendar year to
avoid liability for the federal excise tax applicable to
regulated investment companies.

With respect to investments in U.S. Treasury
STRIPS, which are sold at original issue discount and thus
do not make periodic cash interest payments, each
Portfolio will be required to include as part of its
current income, the imputed interest on such obligations
even though the Portfolio has not received any interest
payments on such obligations during that period. Because
each Portfolio distributes all of its net investment
income to its shareholders, a Portfolio may have to sell
portfolio securities in order to distribute such imputed
income, which may occur at a time when the Adviser would
not have chosen to sell such securities and, which may
result in a taxable gain or loss.

Investment income received by the Portfolios on
direct U.S. Government obligations is exempt from tax at
the state level when received directly by a Portfolio, and
may be exempt, depending on the state, when received by a
shareholder as income dividends from any Portfolio
provided certain state-specific conditions are satisfied.
Interest received on repurchase agreements collateralized
by U.S. Government obligations normally is not exempt from
state taxation. Each Portfolio will inform shareholders
annually of the percentage of income and distributions
derived from direct U.S. Government obligations.
Shareholders should consult their tax advisers to
determine whether any portion of the income dividends
received from a Portfolio is considered tax exempt in
their particular states.
Each sale, exchange, or redemption of any
Portfolio's shares is a taxable transaction to the
shareholder.

GENERAL
INFORMATION

The Trust SEI Liquid Asset Trust (the "Trust") was organized as a
Massachusetts business trust under a Declaration of Trust
dated July 20, 1981. The Declaration of Trust permits the
Trust to offer separate Portfolios of shares and different
classes of each Portfolio. All consideration received by
the Trust for shares of any portfolio and all assets of
such portfolio belong to that portfolio or class and are
subject to liabilities related thereto.

The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation material and
reports to shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, litigation and other

14
<PAGE> 18

extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

Trustees of the Trust The management and affairs of the Trust are supervised by
the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.

Voting Rights Each share held entitles the shareholder of record to one
vote. The shareholders of each Portfolio or class of the
Trust will vote separately on matters relating solely to
that Portfolio or class. As a Massachusetts business
trust, the Trust is not required to hold annual meetings
of shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election
of Trustees under certain circumstances. In addition, a
Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written
request of shareholders owning at least 10% of the
outstanding shares of the Trust. In the event that such a
meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.

As of August 1, 1996, Vose & Co. and Repub & Co.
owned a controlling interest (as defined by the Investment
Company Act of 1940) in the Trust's Government Securities
Portfolio.

Reporting The Trust issues unaudited financial statements
semi-annually and audited financial statements annually.
The Trust furnishes proxy statements and other reports to
shareholders of record.

Shareholder Inquiries Shareholder inquiries should be directed to the Manager,
SEI Fund Management, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658.

Dividends Substantially all of the net investment income (exclusive
of capital gains) of each Portfolio is periodically
declared and paid as a dividend. Dividends are paid by the
Portfolio in federal funds or in additional shares at the
discretion of the shareholder on the first Business Day of
each month. Currently, capital gains (the excess of net
long-term capital gain over net short-term capital loss)
realized, if any, are distributed at least annually.

Counsel and Independent
Accountants Morgan, Lewis & Bockius LLP serves as counsel to the
Trust. Price Waterhouse LLP serves as the independent
accountants to the Trust.

Custodian and Wire Agent
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O.
Box 7618, Philadelphia, Pennsylvania 19101 (the
"Custodian"), serves as custodian of the Trust's assets
and as wire agent of the Trust. The Custodian holds cash,
securities and other assets of the Trust as required by
the 1940 Act.

15
<PAGE> 19

DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS

The following is a description of certain of the permitted
investments for the Portfolios, and the associated risk
factors:

Bank Notes Bank notes are notes used to represent debt obligations
issued by banks in large denominations.

Bankers' Acceptance A bankers' acceptance is a bill of exchange or time drafts
drawn on and accepted by a commercial bank. It is used by
corporations to finance the shipment and storage of goods
and to furnish dollar exchange. Maturities are generally
six months or less.

Certificates of Deposit
Certificates of deposit are negotiable interest-bearing
instruments with a specific maturity. They are issued by
banks and savings and loan institutions in exchange for
the deposit of funds, and normally can be traded in the
secondary market prior to maturity. Certificates of
deposit have penalties for early withdrawal.

Commercial Paper Commercial paper is the term used to designate unsecured
short-term promissory notes issued by municipalities,
corporations and other entities. Maturities on these
issues vary from one to 270 days. Section 4(2) commercial
paper is issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of
1933 (the "1933 Act"), and is generally sold to
institutional investors who purchase for investment. Any
resale of such commercial paper must be in an exempt
transaction, usually to an institutional investor through
the issuer or investment dealers who make a market in such
commercial paper.

Demand Instruments Demand instruments are instruments which may involve a
conditional or unconditional demand feature which permits
the holder to demand payment of the principal amount of
the instrument. They may include variable amount master
demand notes.

Foreign Securities The Money Market Portfolio may invest in U.S. dollar
denominated obligations of issuers domiciled outside of
the United States ("Yankees"), securities issued by
foreign branches of U.S. commercial banks and of U.S. and
London branches of foreign banks, and obligations and
securities of foreign governments, including Canadian and
Provincial Government and Crown Agency obligations.
Investments in such instruments involve risks that are
different from investments in securities of U.S. banks.
These risks may include future unfavorable political and
economic developments, possible withholding taxes, seizure
of foreign deposits, currency controls, interest
limitations or other governmental restrictions which might
affect payment of principal or interest. Foreign branches
of foreign banks are not regulated by U.S. banking
authorities and generally are not bound by accounting,

16
<PAGE> 20

auditing and financial reporting standards comparable to
U.S. banks. Additionally, there may be less public
information available about foreign banks and their
branches. However, the Adviser attempts to minimize these
risks by investing only in those instruments which satisfy
the quality and maturity restrictions applicable to the
Portfolio.

Illiquid Securities Illiquid securities are securities which cannot be sold or
disposed of within seven business days at approximately
the value at which they are being carried on a Portfolio's
books. Illiquid securities may include demand instruments
with demand notice periods exceeding seven days for which
there is no secondary market, and repurchase agreements
with maturities over seven days in length.

Repurchase Agreements Repurchase agreements are agreements by which a Portfolio
obtains a security and simultaneously commits to return
the security to the seller at an agreed upon price on an
agreed upon date within a number of days from the date of
purchase. The Portfolio or its agent will have actual or
constructive possession of the securities held as
collateral for the repurchase agreement. Collateral must
be maintained at a value at least equal to 100% of the
resale price. A Portfolio bears a risk of loss in the
event the other party defaults on its obligations and the
Portfolio is delayed or prevented from exercising its
right to dispose of the collateral securities or if the
Portfolio realizes a loss on the sale of the collateral
securities. A Portfolio will enter into repurchase
agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the
agreement based on established guidelines. Repurchase
agreements are considered loans under the 1940 Act.

Restricted Securities Restricted securities are securities that may not be sold
freely to the public absent registration under the 1933
Act, or an exemption from registration.

Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Similar to a
certificate of deposit, a time deposit earns a specified
rate of interest over a definite period of time; however,
it cannot be traded in the secondary market.

U.S. Government Agency
Obligations Certain federal agencies, such as the Government National
Mortgage Association ("GNMA"), have been established as
instrumentalities of the U.S. Government to supervise and
finance certain types of activities. Issues of these
agencies, while not direct obligations of the U.S.
Government, are either backed by the full faith and credit
of the United States (such as GNMA securities) or
supported by the issuing agency's right to borrow from the
Treasury. The issues of other agencies are supported only
by the credit of the instrumentality (such as Federal
National Mortgage Association securities). Any guarantee
by the U.S. Government, its agencies or instrumentalities
of all securities in which a Portfolio invests guarantees
only the payment of principal and interest on the
guaranteed security and does not

17
<PAGE> 21

guarantee the yield or value of the security or the yield
or value of shares of that Portfolio.

U.S. Treasury
Obligations U.S. Treasury obligations consist of bills, notes and
bonds issued by the U.S. Treasury, as well as separately
traded interest and principal component parts of such
obligations, known as Separately Traded Registered
Interest and Principal Securities ("STRIPS"), that are
transferable through the federal book-entry system.

STRIPS are sold as zero coupon securities, which
means that they are sold at a substantial discount and
redeemed at face value at their maturity date without
interim payments of interest or principal. This discount
is accreted over the life of the security, and such
accretion will constitute the income earned on the
security for both accounting and tax purposes. Because of
these features, such securities may be subject to greater
interest rate volatility than interest-paying investments.
See also "Taxes."

Variable and Floating
Rate
Instruments Certain of the obligations purchased by a Portfolio may
carry variable or floating rates of interest and may
involve a conditional or unconditional demand feature.
Such obligations may include variable amount master demand
notes. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market
rates or indices. The interest rates on these securities
may be reset daily, weekly, quarterly or at some other
interval, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing
market interest rates. A demand instrument with a demand
notice period exceeding seven days may be considered
illiquid if there is no secondary market for such
security.

When-Issued and Delayed
Delivery Securities When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. A Portfolio will maintain with the
custodian a separate account with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these
securities is fixed as of the purchase date, and no
interest accrues to a Portfolio before settlement. These
securities are subject to market fluctuation due to
changes in market interest rates, and it is possible that
the market value at the time of settlement could be higher
or lower than the purchase price if the general level of
interest rates has changed. Although a Portfolio generally
purchases securities on a when-issued or forward
commitment basis with the intention of actually acquiring
securities, a Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if the
Adviser deems it appropriate to do so.

18
<PAGE> 22

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Annual Operating Expenses......................... 2
Financial Highlights.............................. 3
The Trust......................................... 5
Investment Objectives and Policies................ 5
General Investment Policies....................... 7
Investment Limitations............................ 8
The Manager....................................... 9
The Adviser....................................... 9
Distribution and Shareholder Servicing............ 10
Purchase and Redemption of Shares................. 11
Performance....................................... 12
Taxes............................................. 13
General Information............................... 14
Description of Permitted Investments and Risk
Factors......................................... 16
</TABLE>

19
<PAGE> 23

PROSPECTUS

OCTOBER 27, 1996

- --------------------------------------------------------------------------------

TREASURY SECURITIES PORTFOLIO

- --------------------------------------------------------------------------------

Please read this prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if the
Portfolio's investment goals match your own.

A Statement of Additional Information dated October 27, 1996, has been filed
with the Securities and Exchange Commission and is available upon request and
without charge by writing the Distributor, SEI Financial Services Company, 680
East Swedesford Road, Wayne, Pennsylvania 19087-5734, or by calling
1-800-437-6016. The Statement of Additional Information is incorporated by
reference into this Prospectus.

SEI Liquid Asset Trust (the "Trust") is an open-end management investment
company, certain classes of which offer shareholders a convenient means of
investing their funds in one or more professionally managed diversified
portfolios of securities. The Treasury Securities Portfolio offers two classes
of shares, Class A shares and Class D shares. Class D shares differ from Class A
shares primarily in the allocation of certain distribution expenses and transfer
agent fees. Class D shares are available through SEI Financial Services Company
(the Trust's distributor), and through participating broker-dealers, financial
institutions and other organizations. This Prospectus offers Class D shares of
the Trust's Treasury Securities Portfolio (the "Portfolio").

AN INVESTMENT IN THE PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
- --------------------------------------------------------------------------------

HOW TO READ THIS PROSPECTUS

This Prospectus provides information that you should know about the Portfolio
before investing. Brief descriptions are also provided throughout the Prospectus
to better explain certain key points. To find these helpful guides, look for
this symbol.

FUND HIGHLIGHTS

The following summary provides basic information about the Class D shares of the
Trust's Treasury Securities Portfolio. This summary is qualified in its entirety
by reference to the more detailed information provided elsewhere in this
Prospectus and in the Statement of Additional Information.

INVESTMENT
OBJECTIVE AND
POLICIES The Treasury Securities Portfolio seeks to preserve
principal value and maintain a high degree of liquidity
while providing current income. See "Investment Objective
and Policies" and
"Description of Permitted
Investments and Risk
Factors."

UNDERSTANDING RISK There can be no assurance
that the Portfolio will
achieve its investment
objective. See "Investment
Objective and Policies" and
"Description of Permitted
Investments and Risk
Factors."

MANAGEMENT PROFILE Wellington Management Company
(the "Adviser") serves as the
investment adviser to the
Portfolio. The Adviser is a
professional investment
counseling firm which has
been providing investment
advisory services to mutual
funds since 1933. SEI Fund
Management serves as the
manager and shareholder
servicing agent of the Trust
(the "Manager"). DST Systems,
Inc. ("DST") serves as
transfer agent (the "Transfer
Agent") and dividend
disbursing agent for the
Class D shares of the Trust.
SEI Financial Services
Company serves as distributor
(the "Distributor") of the
Trust's shares. See "The
Manager," "The Adviser" and
"Distribution and Shareholder
Servicing."
TABLE OF
CONTENTS

Fund Highlights........2
Portfolio Expenses.....4
Financial Highlights...5
Your Account and Doing
Business with Us.....6
Investment Objective
and Policies.........9
General Investment
Policies...............9

Investment
Limitations............9

The Manager...........10

The Adviser...........11

Distribution and
Shareholder
Servicing...........11

Performance...........12

Taxes.................13

Additional Information
About Doing Business
With Us...............15

General Information...17

Description of Permitted
Investments and Risk
Factors.............19

2
<PAGE> 25

YOUR ACCOUNT
AND DOING BUSINESS
WITH US You may open an account with just $1,000 and make
additional investments with as little as $100. Redemptions
of the Portfolio's shares are made at net asset value per
share. See "Purchase of Shares" and "Redemption of
Shares."

DIVIDENDS Substantially all of the net
investment income
(exclusive of capital gains)
of the Portfolio is
distributed in the form of
dividends that will be
declared daily and paid
monthly on the first Business
Day of each month. Any
realized net capital gain is
distributed at least
annually. Distributions are
paid in additional shares
unless you elect to take the
payment in cash. See
"Dividends."

INFORMATION/
SERVICE CONTACTS For more information about
Class D shares, call SEI Financial Services Company at
1-800-437-6016.
INVESTMENT
PHILOSOPHY
Believing that no single
investment adviser can
deliver outstanding
performance in every
investment category, only
those advisers who have
distinguished themselves
within their areas of
specialization are selected
to advise our mutual funds.

3
<PAGE> 26

PORTFOLIO EXPENSES

The purpose of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in Class D shares.

SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Treasury
Securities
Portfolio
-----------
<S> <C>
Maximum Sales Charge Imposed on Purchases None
Maximum Sales Charge Imposed on Reinvested Dividends None
Redemption Fees (1) None
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Treasury
Securities
Portfolio
-----------
<S> <C>
Management/Advisory fees (after fee waiver) (2) .39%
12b-1 fees (after fee waivers) (3) .20%
Other Expenses .20%
- ---------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (2) (3) (4) .79%
- ---------------------------------------------------------------------------------------------------------------------
</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 to waive its fee in an amount necessary to limit the
total operating expenses for Class D shares of the Portfolio to not more
than .84% of its average daily net assets. Absent this waiver,
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 waivers, Total Operating Expenses of the Class D shares of the
Portfolio would be .90%. Additional information may be found under "The
Manager and Shareholder Servicing Agent," "The Adviser" and "Distribution."

EXAMPLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
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:
Treasury Securities Portfolio $ 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 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 shareholder servicing costs. A person who purchases shares through an
account with a financial institution may be charged separate fees by that
institution. Additional information may be found under "The Manager," "The
Adviser" and "Distribution and Shareholder Servicing." Long-term shareholders
may pay more than the economic equivalent of the maximum front-end sales charge
otherwise permitted by the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD").

4
<PAGE> 27

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period have been audited by Price Waterhouse LLP, independent accountants, whose
report dated August 2, 1996, was unqualified. This information should be read in
conjunction with the Trust's financial statements and notes thereto included in
the Statement of Additional Information under the heading "Financial
Information." Additional performance information is set forth in the Trust's
1996 Annual Report to Shareholders, which is available upon request and without
charge by calling 1-800-437-6016.

For a Class D Share Outstanding Throughout each Period

<TABLE>
<CAPTION>
Distributions
Net Asset Distributions from
Value Net Realized from Net Realized Net Asset
Beginning Investment and Unrealized Gains Investment Capital Value End
of Period Income on Securities Income Gains of Period
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
- --------------------
TREASURY SECURITIES
- --------------------
1996 $1.00 $ 0.05 -- $ (0.05) -- $1.00
1995 1.00 0.05 -- (0.05) -- 1.00
1994 (1) 1.00 0.01 -- (0.01) -- 1.00

<CAPTION>
Ratio of
Net
Ratio of Ratio of Investment
Net Expenses Income
Ratio of Investment to Average to Average
Net Asset Expenses to Income Net Assets Net Assets
Total End of Period Average to Average (Excluding (Excluding
Return (000) Net Assets Net Assets Waivers) Waivers)
<S> <C> <C> <C> <C> <C> <C>
- -------------------------
- --------------------
TREASURY SECURITIES
- --------------------
1996 5.01% $ 219 0.79% 4.92% 0.87% 4.84%
1995 4.69 9.798 0.79 5.15 0.89 5.05
1994 (1) 0.50** 23 0.79* 3.23* 0.98* 3.04*
</TABLE>

<TABLE>
<S> <C>
(1) Treasury Securities Class D commenced operations on May 4, 1994.
* Annualized
** Not Annualized
Amounts designated as "--" are either $0 or have been rounded to $0.
</TABLE>

5
<PAGE> 28

YOUR ACCOUNT AND DOING BUSINESS
WITH US

Class D shares of the Portfolio are sold on a continuous basis and may be
purchased directly from the Trust's Distributor, SEI Financial Services Company.
Shares may also be purchased through financial institutions, broker-dealers, or
other organizations which have established a dealer agreement or other
arrangement with the Distributor ("Intermediaries"). For more information about
the following topics, see "Additional Information About Doing Business with Us."

- --------------------------------------------------------------------------------

HOW TO BUY, SELL
AND EXCHANGE
SHARES THROUGH
INTERMEDIARIES Class D shares of the Portfolio may be purchased through
Intermediaries which provide various levels of shareholder
services to their customers. Contact your Intermediary for
information about the services available to you and for
specific instructions on how to buy,
sell and exchange
shares. To allow for
processing and transmittal of
orders to the Transfer Agent
on the same day,
Intermediaries may impose
earlier cut-off times for
receipt of purchase orders.
Certain Intermediaries may
charge customer account fees.
Information concerning
shareholder services and any
charges will be provided to
the customer by the
Intermediary. Certain of these Intermediaries may be
required to register as broker-dealers under state law.
The shares you purchase through an Intermediary may
be held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by an Intermediary, you should
call the Intermediary to request this change.

HOW TO BUY SHARES
FROM THE DISTRIBUTOR Application forms can be obtained by calling
1-800-437-6016. Class D shares of the Portfolio are
offered only to residents of states in which the shares
are eligible for purchase.

Opening an Account
By Check You may buy Class D shares by mailing a completed
application and a check (or other negotiable bank
instrument or money order) payable to "Class D (Treasury
Securities Portfolio)". If you send a check that does not
clear, the purchase will be canceled and you could be
liable for any losses or fees incurred. Third-party
checks, credit cards, credit card checks and cash will not
be accepted.

By Fed Wire To buy shares by Fed Wire call the Transfer Agent
toll-free at 1-800-437-6016.

WHAT IS AN
INTERMEDIARY?
Any entity, such as a
bank, broker-dealer,
other financial
institution, association
or organization which
has entered into an
arrangement with the
Distributor to sell
Class D shares to its
customers.

6
<PAGE> 29

Automatic
Investment Plan
("AIP") You may systematically buy Class D shares through
deductions from your checking or savings account, provided
these accounts are maintained through banks which are part
of the Automated Clearing House ("ACH") system. You may
purchase shares on a fixed schedule (semi-monthly or
monthly) with amounts as low as $25, or as high as
$100,000. Upon notice, the amount you commit to the AIP
may be changed or canceled at any time. The AIP is subject
to account minimum initial purchase amounts and minimum
balance maintenance requirements.

EXCHANGING SHARES
When Can You
Exchange Shares? Once payment for your shares has been received and
accepted (i.e., an account has been established), you may
exchange some or all of your shares for Class D shares of
SEI International Trust and SEI Institutional Managed
Trust ("SEI Funds"). Exchanges are made at net asset value
plus any applicable sales charge.

When Do Sales Charges
Apply to an Exchange? SEI Funds' portfolios that
are not money market
portfolios currently impose a
sales charge on Class D
shares. If you exchange into
one of these "non-money
market" portfolios, you will
have to pay a sales charge on
any portion of your exchanged
Class D shares for which you
have not previously paid a
sales charge.
If you previously paid
a sales charge on your Class
D shares, no additional sales
charge will be assessed when
you exchange those Class D
shares for other Class D
shares.
If you buy Class D shares of a "non-money market"
fund and you receive a sales charge waiver, you will be
deemed to have paid the sales charge for purposes of this
exchange privilege. In calculating any sales charge
payable on your exchange, the Trust will assume that the
first shares you exchange are those on which you have
already paid a sales charge. Sales charge waivers may also
be available under certain circumstances described in the
SEI Funds' prospectuses.
The Trust reserves the right to change the terms
and conditions of the exchange privilege discussed herein,
or to terminate the exchange privilege, upon 60 days'
notice. The Trust also reserves the right to deny an
exchange request made within 60 days of the purchase of a
"non-money market" portfolio.

Requesting an Exchange
of Shares To request an exchange, you must provide proper
instructions in writing to the Transfer Agent. Telephone
exchanges will also be accepted if you previously elected
this option on your account application.
In the case of shares held "of record" by an
Intermediary but beneficially owned by you, you should
contact the Intermediary who will contact the Transfer
Agent and effect the exchange on your behalf.
HOW DOES AN
EXCHANGE
TAKE PLACE?
When making an exchange,
you authorize the sale
of your shares of one or
more Portfolios in order
to purchase the shares
of another Portfolio. In
other words, you are
executing a sell order
and then a buy order.
This sale of your shares
is a taxable event which
could result in a
taxable gain or loss.

7
<PAGE> 30

HOW TO SELL SHARES
THROUGH THE
DISTRIBUTOR
By Mail
To sell your shares, a written request for redemption in
good order must be received by the Transfer Agent. Valid
written redemption requests will be effective on receipt.
All shareholders of record must sign the redemption
request. The Transfer Agent may require that the
signatures on written requests be guaranteed.
For information about the proper form of redemption
requests, call 1-800-437-6016. You may also have the
proceeds mailed to an address of record or mailed (or sent
by ACH) to a commercial bank account previously designated
on the Account Application or specified by written
instruction to the Transfer Agent. There is no charge for
having redemption requests mailed to a designated bank
account.
By Telephone You may sell your shares by
telephone if you previously
elected that option on the
Account Application. You may
have the proceeds mailed to
the address of record, wired
or sent by ACH to a
commercial bank account
previously designated on the
Account Application. Under
most circumstances, payments
will be transmitted on the
next Business Day following
receipt of a valid telephone
request for redemption. Wire
redemption requests may be
made by calling
1-800-437-6016. A wire
redemption charge (presently
$10.00) will be deducted from the amount of the
redemption.

Systematic
Withdrawal Plan
("SWP") You may establish a systematic withdrawal plan for an
account with a $10,000 minimum balance. Under the plan,
redemptions can be automatically processed from accounts
(monthly, quarterly, semi-annually or annually) by check
or by ACH with a minimum redemption amount of $50.

Check-Writing Check-Writing Service is offered free of charge to Class D
shareholders in the Portfolio. You may redeem shares by
writing checks on your account for $500 or more. Once you
have signed and returned a signature card, you will
receive a supply of checks. A check may be made payable to
any person, and your account will continue to earn
dividends until the check clears.
Because of the difficulty of determining in advance
the exact value of your account, you may not use a check
to close your account. The checks are free, but your
account will be charged a fee for stopping payment of a
check upon your request or if the check cannot be honored
because of insufficient funds or other valid reasons.
WHAT IS A
SIGNATURE
GUARANTEE?
A signature guarantee
verifies the
authenticity of your
signature and may be
obtained from any of the
following: banks,
brokers, dealers,
certain credit unions,
securities exchange or
association, clearing
agency or savings
association. A notary
public cannot provide a
signature guarantee.

8
<PAGE> 31

INVESTMENT
OBJECTIVE AND
POLICIES

TREASURY SECURITIES
PORTFOLIO The investment objective of
the Treasury Securities Portfolio
is to preserve principal value
and maintain a high degree of
liquidity while providing
current income.
The Treasury
Securities Portfolio invests
exclusively in U.S. Treasury
obligations and repurchase
agreements involving such
obligations. The repurchase
agreement dealers selected
for the Treasury Securities
Portfolio must meet certain
creditworthiness criteria
established by Standard &
Poor's Corporation ("S&P").
There can be no
assurance that the Portfolio
will achieve its investment
objective.

GENERAL
INVESTMENT
POLICIES

In purchasing obligations, the Portfolio complies with the
requirements of Rule 2a-7 under the 1940 Act, as that Rule
may be amended from time to time. These requirements
currently provide that the Portfolio must limit its
investments to securities with remaining maturities of 397
days or less, and must maintain a dollar-weighted average
maturity of 90 days or less.

For additional information regarding the
Portfolio's permitted investments, see "Description of
Permitted Investments and Risk Factors" and the Statement
of Additional Information.

INVESTMENT
LIMITATIONS

The investment objective and certain of the investment
limitations are fundamental policies of the Portfolio.
Fundamental policies cannot be changed with respect to the
Portfolio without the consent of the holders of a majority
of the Trust's or the Portfolio's outstanding shares. It
is a fundamental policy of the Portfolio to use its best
efforts to maintain a constant net asset value of $1.00
per share.

The Portfolio may not:

1. Purchase securities of any issuer (except securities
issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and any securities
guaranteed

WHAT ARE
INVESTMENT
OBJECTIVES AND
POLICIES?
A Portfolio's investment
objective is a statement
of what it seeks to
achieve. It is important
to make sure that the
investment objective
matches your own
financial needs and
circumstances. The
investment policies
section spells out the
types of securities in
which the Portfolio
invests.

9
<PAGE> 32

thereby) if as a result more than 5% of total assets of
the Portfolio (based on fair market value at the time
of investment) would be invested in the securities of
such issuer; provided, however, that the Portfolio may
temporarily invest up to 25% of its total assets
without regard to this restriction as permitted by
Rule 2a-7.

2. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio based on fair
market value at the time of such purchase, to be
invested in the securities of one or more issuers
conducting their principal business activities in the
same industry, provided that this limitation does not
apply to investments in (a) domestic banks and (b)
obligations issued or guaranteed by the U.S. Government
or its agencies and instrumentalities.

3. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the
value of the total assets of the Portfolio. This
borrowing provision is included solely to facilitate
the orderly sale of portfolio securities to accommodate
substantial redemption requests if they should occur
and is not for investment purposes. All borrowings will
be repaid before making additional investments for the
Portfolio and any interest paid on such borrowings will
reduce the income of the Portfolio.

The foregoing percentage limitations will apply at the
time of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.

THE MANAGER

For its management services, SEI Management is
entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .42% of the average daily
net assets of the Treasury Securities Portfolio. SEI
Management has contractually agreed to waive a portion of
its fee in order to limit total operating expenses on an
annualized basis to not more than .84% of the average
daily net assets of the Class D shares of the Portfolio on
an annualized basis. For the fiscal year ended June 30,
1996, the Portfolio paid management fees, after fee
waivers, of .33% of the Portfolio's average daily net
assets.

The Trust and DST Systems, Inc., 210 W. 10th
Street, Kansas City, Missouri, 64105, have entered into a
separate transfer agent agreement with respect to the
Class D shares of the Portfolio. Under this agreement, DST
acts as the transfer agent and dividend disbursing agent
(the "Transfer Agent") for the Class D shares of the
Trust.

10
<PAGE> 33

THE ADVISER

Wellington Management Company (the "Adviser") 75 State
Street, Boston, Massachusetts 02109, serves as the
investment adviser to the Portfolio.

The Adviser, under an
investment advisory
agreement with the Trust,
invests the assets of the
Portfolio and continuously
reviews, supervises and
administers the Portfolio's
investment program, subject
to the supervision of, and
policies set by, the Trustees
of the Trust.

As of September 30,
1996, the Adviser had
investment management
authority with respect to
approximately $[ ] billion
of assets, including the
assets of the Trust and SEI
Daily Income Trust, which is
an open-end money market investment company administered
by the Manager. The Adviser is a professional investment
counseling firm which provides investment services to
investment companies, employee benefit plans, endowments,
foundations, and other institutions and individuals. The
Adviser's predecessor organizations have provided
investment advisory services to investment companies since
1933, and to investment counseling clients since 1960. The
Adviser is a Massachusetts general partnership, of which
the following persons are managing partners: Robert W.
Doran, Duncan M. McFarland and John R. Ryan.

The Adviser is entitled to a fee, which is
calculated daily and paid monthly, at an annual rate of
.075% of the combined average daily net assets of the
Trust's Portfolio up to $500 million, and .02% of such
assets in excess of $500 million. Such fees are allocated
daily among the Portfolios of the Trust on the basis of
their relative net assets. For the fiscal year ended June
30, 1996, the Treasury Securities Portfolio paid advisory
fees, after fee waivers, of .03% of its relative net
assets.

DISTRIBUTION

SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI Corporation, serves as each
Portfolio's distributor pursuant to a distribution
agreement (the "Distribution Agreement") with the Trust.
The Portfolio has adopted a distribution plan for its
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 Portfolio has adopted a shareholder
servicing plan for its Class A shares (the "Class A
Plan").

The Class D Plan provides for payments to the
Distributor at an annual rate of .25% of the Portfolio's
average daily net assets attributable to Class D Shares.

INVESTMENT
ADVISER
A Portfolio's investment
adviser manages the
investment activities
and is responsible for
the performance of the
Portfolio. The adviser
conducts investment
research, executes
investment strategies
based on an assessment
of economic and market
conditions, and
determines which
securities to buy, hold
or sell.

11
<PAGE> 34

This payment may be used to compensate financial
institutions that provide distribution-related services to
their customers. These payments are characterized as
"compensation," and are not directly tied to expenses
incurred by the Distributor; the payments the Distributor
receives during any year may therefore be higher or lower
than its actual expenses. These payments compensate the
Distributor for its services in connection with
distribution assistance or the provision of shareholder
services, and some or all of it may be used to pay
financial institutions and intermediaries such as banks,
savings and loan associations, insurance companies, and
investment counselors, broker-dealers (including the
Distributor's affiliates and subsidiaries) for services or
reimbursement of expenses incurred in connection with
distribution assistance or the provision of shareholder
services. If the Distributor's expenses are less than its
fees under the Class D Plan, the Trust will still pay the
full fee and the Distributor will realize a profit, but
the Trust will not be obligated to pay in excess of the
full fee, even if the Distributor's actual expenses are
higher. Currently, the Distributor is taking this
compensation payment under the Class D Plan at a rate of
.20% of the Portfolio's average daily net assets, on an
annualized basis, attributable to Class D shares.

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 execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive compensation.

The Distributor may, from time to time in its sole
discretion, institute one or more promotional incentive
programs, which will be paid for by the Distributor from
its own resources. 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 Portfolio. Such promotional
incentives will be offered uniformly to all shares of the
Portfolio, and also will be offered uniformly to all
dealers, predicated upon the amount of shares of the
Portfolio sold by such dealer.

PERFORMANCE

From time to time, the Portfolio may advertise "current
yield" and "effective compound yield." These figures will
fluctuate, as they are based on historical earnings and
are not intended to indicate future performance. The
"current yield" of the Portfolio refers to the income
generated by an investment over a seven-day period which
is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to
be generated each week over a 52-week period and is shown
as a percentage of the investment. The "effective yield"
is calculated similarly but, when annualized, the income
earned by an investment is

12
<PAGE> 35

assumed to be reinvested. The "effective yield" will be
slightly higher than the "current yield" because of the
compounding effect of this assumed reinvestment.
The Portfolio may periodically compare its
performance to that of: (i) other mutual funds tracked by
mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; (ii)
broad groups of comparable mutual funds; (iii) unmanaged
indices which may assume investment of dividends but
generally do not reflect deductions for administrative and
management costs; or (iv) other investment alternatives.
For the Portfolio, the performance of the Class A
shares will normally be higher than the performance of the
Class D shares of the Portfolio because of additional
distribution and transfer agent expenses charged to Class
D shares.

TAXES

The following summary of federal income tax consequences
is based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state, or local income tax treatment of
the Portfolio or its shareholders. In addition, state and
local tax consequences of an investment in the Portfolio
may differ from the federal income tax consequences
described below. Accordingly, Shareholders are urged to
consult their tax advisers regarding specific questions as
to federal, state
and local income taxes.
Additional information
concerning taxes is set forth
in the Statement of
Additional Information.
Tax Status
of the Portfolio The Portfolio is treated as a
separate entity for federal
tax purposes and is not
combined with the Trust's
other Portfolios. The
Portfolio intends to continue
to qualify for the special tax treatment afforded
regulated investment companies under subchapter M of the
Internal Revenue Code of 1986, as amended, so as to be
relieved of federal income tax on net investment company
taxable income and net capital gains (the excess of net
long-term capital gain over net short-term capital losses)
distributed to shareholders.

Tax Status
of Distributions
The Portfolio will distribute substantially all of its net
investment income (including net short-term capital gains)
and net capital gain to shareholders. Dividends from net
investment company taxable income are taxable to
shareholders as ordinary income, whether received in cash
or in additional shares, to the extent of the Portfolio's
earning and profits. Distributions of net capital gains
are taxable to shareholders as long-term capital gains
regardless of how long shareholders have held their shares
and regardless of whether the distributions are received
in cash or
TAXES
You must pay taxes on
your Portfolio's
earnings whether you
take your payments in
cash or additional
shares.

13
<PAGE> 36

in additional shares.
Dividends and distributions
of capital gains paid by the
Portfolio do not qualify for
the dividends-received
deduction for corporate
shareholders. The Portfolio
will make annual reports to
shareholders on the federal
income tax status of all
distributions.

Dividends declared by
the Portfolio in October,
November or December of any
year and payable to
shareholders of record on a
date in such a month will be
deemed to have been paid by the Portfolio and received by
the shareholders on December 31 of the year declared if
paid by the Portfolio at any time during the following
January.
DISTRIBUTIONS

The Portfolio
distributes income
dividends and capital
gains. Income dividends
represent the earnings
from the Portfolio's
investments; capital
gains distributions
occur when investments
in the Portfolio are
sold for more than the
original purchase price.
The Portfolio intends to make sufficient
distributions prior to the end of each calendar year, to
avoid liability for the federal excise tax applicable to
regulated investment companies.
With respect to investments in U.S. Treasury
STRIPS, which are sold at original issue discount and thus
do not make periodic cash interest payments, the Portfolio
will be required to include as part of its current income
the imputed interest on such obligations even though the
Portfolio has not received any interest payments on such
obligations during that period. Because the Portfolio
distributes all of its net investment income to its
shareholders, the Portfolio may have to sell portfolio
securities to distribute such imputed income, which may
occur at a time when the Adviser would not have chosen to
sell such securities and, which may result in a taxable
gain or loss.
Investment income received by the Portfolio on
direct U.S. Government obligations is exempt from tax at
the state level when received directly by the Portfolio
and may be exempt, depending on the state, when received
by a shareholder as income dividends from the Portfolio
provided certain state-specific conditions are satisfied.
Interest received on repurchase agreements collateralized
by U.S. Government obligations normally is not exempt from
state taxation. The Portfolio will inform shareholders
annually of the percentage of income and distributions
derived from direct U.S. Government obligations.
Shareholders should consult their tax advisers to
determine whether any portion of the income dividends
received from the Portfolio is considered tax exempt in
their particular states.
Each sale, exchange, or redemption of the
Portfolio's shares is a taxable transaction to the
shareholder.

14
<PAGE> 37

ADDITIONAL
INFORMATION ABOUT
DOING BUSINESS
WITH US

Business Days You may buy, sell or exchange shares on days on which the
New York Stock Exchange is open for business ("Business
Days"). However, shares of the Portfolio cannot be
purchased by Federal Reserve wire on Federal holidays. All
purchase, exchange and redemption requests received in
"good order" will be effective as of the Business Day
received by the Transfer Agent
as long as the Transfer Agent
receives the
order and, in the case of a
purchase request, payment
before 2:00 p.m., Eastern
time. Otherwise the purchase
will be effective when
payment is received.
Broker-dealers may have
separate arrangements with
the Trust regarding the sale
of Class D shares.
If an exchange request
is for shares of a portfolio
whose net asset value is
calculated as of a time
earlier than 2:00 p.m.,
Eastern time, the exchange
request will not be effective
until the next Business Day.
Anyone who wishes to make an
exchange must have received a
current prospectus of the
portfolio into which the
exchange is being made before
the exchange will be
effected.

Minimum Investments The minimum initial investment in the Portfolio's Class D
shares is $1,000; however, the minimum investment may be
waived at the Distributor's discretion. All subsequent
purchases must be at least $100 ($25 for payroll
deductions authorized pursuant to pre-approved payroll
deduction plans). The Trust reserves the right to reject a
purchase order when the Distributor determines that it is
not in the best interest of the Trust or its shareholders
to accept such order.

Maintaining a
Minimum Account Balance
Due to the relatively high cost of handling small
investments, the Portfolio reserves the right to redeem,
at net asset value, the shares of any shareholder if,
because of redemptions of shares by or on behalf of the
shareholder, the account of such shareholder in the
Portfolio has a value of less than $1,000, the minimum
initial purchase amount. Accordingly, an investor
purchasing shares of the Portfolio in only the minimum
investment amount may be subject to such involuntary
redemption if he or she thereafter redeems any of these
shares. Before the Portfolio exercises its right to redeem
such shares and to send the proceeds to the shareholder,
the
BUY, EXCHANGE AND
SELL REQUESTS
ARE IN "GOOD
ORDER" WHEN:

- The account number and
portfolio name are
shown
- The amount of the
transaction is
specified in dollars
or shares
- Signatures of all
owners appear exactly
as they are registered
on the account
- Any required signature
guarantees (if
applicable) are
included
- Other supporting legal
documents (as
necessary) are present

15
<PAGE> 38

shareholder will be given notice that the value of the
shares in his or her account is less than the minimum
amount and will be allowed 60 days to make an additional
investment in that Portfolio in an amount that will
increase the value of the account to at least $1,000. See
"Purchase and Redemption of Shares" in the Statement of
Additional Information for examples of when the right of
redemption may be suspended.

At various times, the Portfolio may receive a
request to redeem shares for which it has not yet received
good payment. In such circumstances, redemption proceeds
will be forwarded upon collection of payment for the
shares; collection of payment may take 10 or more days.
The Portfolio intends to pay cash for all shares redeemed,
but under abnormal conditions that make payment in cash
unwise, payment may be made wholly or partly in portfolio
securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage
costs in converting such securities to cash.

Net Asset Value An order to buy shares will be executed at a per share
price equal to the net asset value next determined after
the receipt of the purchase order by the Transfer Agent
(the "offering price"). No certificates representing
shares will be issued. An order to sell shares will be
executed at the net asset value per share next determined
after receipt and effectiveness of a request for
redemption in good order. Net asset value per share is
determined daily as of 2:00 p.m., Eastern time on any
Business Day. Payment to shareholders for shares redeemed
will be made within 7 days after receipt by the Transfer
Agent of the redemption order.

How the
Net Asset Value
is Determined
The net asset value per share of the Portfolio is
determined by dividing the total market value of its
investments and other assets, less any liabilities, by the
total number of outstanding shares of that Portfolio.
Although the methodology and procedures for determining
net asset value per share are identical for both classes
of the Portfolio, the net asset value per share of one
class may differ from that of another class because of the
different distribution fees and/or shareholder servicing
fees charged to each class and the incremental transfer
agent fees charged to Class D shares.

Signature Guarantees The Transfer Agent may require that the signatures on the
written request be guaranteed. You should be able to
obtain a signature guarantee from a bank, broker, dealer,
certain credit unions, securities exchange or association,
clearing agency or savings association. A Notary public
cannot guarantee signatures. The signature guarantee
requirement will be waived if all of the following
conditions apply: (1) the redemption is for not more than
$5,000 worth of shares, (2) the redemption check is
payable to the shareholder(s) of record, and (3) the
redemption check is mailed to the shareholder(s) at his or
her address of record. The Trust and the Transfer Agent
reserve the right to amend these requirements without
notice.

16
<PAGE> 39

Telephone/Wire
Instructions Redemption orders may be placed by telephone. Neither the
Trust nor the Transfer Agent will be responsible for any
loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, including requiring a form of personal
identification prior to acting upon instructions received
by telephone and recording telephone instructions. If
market conditions are extraordinarily active, or other
extraordinary circumstances exist, and you experience
difficulties placing redemption orders by telephone and
may wish to consider placing orders by other means.

Systematic
Withdrawal
Plan ("SWP")
Please note that if withdrawals exceed income dividends,
your invested principal in the account will be depleted.
Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net
asset value per share, your original investment could be
exhausted entirely. To participate in the SWP, you must
have your dividends automatically reinvested. You may
change or cancel the SWP at any time, upon written notice
to the Transfer Agent.

How to
Close your Account An account may be closed by providing written notice to
the Transfer Agent. You may also close your account by
telephone if you have previously elected telephone options
on your account application.

GENERAL
INFORMATION

The Trust SEI Liquid Asset Trust was organized as a Massachusetts
business trust under a Declaration of Trust dated July 20,
1981. The Declaration of Trust permits the Trust to offer
separate Portfolios of shares and different classes of
each Portfolio. Shareholders may purchase shares in
Portfolios through two separate classes: Class A and Class
D, which provide for variation in distribution,
shareholder servicing and transfer agent costs, voting
rights, dividends. This Prospectus offers the Class D
shares of the Trust's Treasury Securities Portfolio. In
addition to the Portfolio, the Trust consists of the
following other portfolios: Government Securities
Portfolio, Institutional Cash Portfolio, Prime Obligation
Portfolio, and Money Market Portfolio. Additional
information pertaining to the Trust may be obtained by
writing to SEI Fund Management, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, or by calling
1-800-437-6016. All consideration received by the Trust
for shares of any Portfolio or class and all assets of
such Portfolio or class belong to that Portfolio or class
and are subject to liabilities related thereto.

17
<PAGE> 40

federal and state securities laws, pricing, insurance
expenses, litigation and other extraordinary expenses,
brokerage costs, interest charges, taxes and organization
expenses.

Voting Rights Each share held entitles the shareholder of record to one
vote. The shareholders of each portfolio or class of the
Trust will vote separately on matters relating solely to
that Portfolio or class. As a Massachusetts business
trust, the Trust is not required to hold annual meetings
of shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election
of Trustees under certain circumstances. In addition, a
Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written
request of shareholders owning at least 10% of the
outstanding shares of the Trust. In the event that such a
meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.

Reporting The Trust issues unaudited financial statements
semi-annually and audited financial statements annually.
The Trust furnishes proxy statements and other reports to
shareholders of record.

Shareholder Inquiries Shareholder inquiries should be directed to DST Systems,
Inc., P.O. Box 419240, Kansas City, MO 64141-6240.

Dividends Substantially all of the net investment income (exclusive
of capital gains) of the Portfolio is distributed in the
form of dividends that will be declared daily and paid
monthly on the first Business Day of each month.
Currently, capital gains (the excess of net long-term
capital gain over net short-term capital loss) realized,
if any, are distributed at least annually.

Shareholders in the Portfolio automatically receive
all income dividends and capital gain distributions in
additional shares at the net asset value next determined
following the record date, unless the shareholder has
elected to take such payment in cash. Shareholders may
change their election by providing written notice to the
Manager at least 15 days prior to the distribution.
Dividends and distributions of the Portfolio are
paid by the Portfolio on a per-share basis. The value of
each share will be reduced by the amount of any such
payment. If shares are purchased shortly before the record
date for a dividend or the distribution of capital gains,
a shareholder will pay the full price for the shares and
receive some portion of the price back as a taxable
dividend or distribution.

18
<PAGE> 41

Counsel and Independent
Accountants Morgan, Lewis & Bockius LLP serves as counsel to the
Trust. Price Waterhouse LLP serves as the independent
accountants to the Trust.

DESCRIPTION OF
PERMITTED
INVESTMENTS
AND RISK FACTORS

The following is a description of certain of the permitted
investments for the Portfolio, and the associated risk
factors:

Repurchase Agreements Repurchase agreements are agreements by which the
Portfolio obtains a security and simultaneously commits to
return the security to the seller at an agreed upon price
on an agreed upon date within a number of days from the
date of purchase. The Portfolio or its agent will have
actual or constructive possession of the securities held
as collateral for the repurchase agreement. Collateral
must be maintained at a value at least equal to 100% of
the resale price. The Portfolio bears a risk of loss in
the event the other party defaults on its obligations and
the Portfolio is delayed or prevented from exercising its
right to dispose of the collateral securities or if the
Portfolio realizes a loss on the sale of the collateral
securities. The Portfolio will enter into repurchase
agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the
agreement based on established guidelines. Repurchase
agreements are considered loans under the 1940 Act.

U.S. Treasury
Obligations U.S. Treasury Obligations consist of bills, notes and
bonds issued by the U.S. Treasury, as well as separately
traded interest and principal component parts of such
obligations, known as Separately Traded Registered
Interest and Principal Securities ("STRIPS"), that are
transferable through the federal book-entry system.

STRIPS are sold as zero coupon securities which
means that they are sold at a substantial discount and
redeemed at face value at their maturity date without
interim cash payments of interest or principal. This
discount is accreted over the life of the security, and
such accretion will constitute the income earned on the
security for both accounting and tax purposes. Because of
these features, such securities may be subject to greater
interest rate volatility than interest paying permitted
investments. See also "Taxes."

19
<PAGE> 42

When-Issued and Delayed
Delivery Securities
When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. The Portfolio will maintain with the
custodian a separate account, with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these
securities is fixed as of the purchase date and no
interest accrues to the Portfolio before settlement. These
securities are subject to market fluctuation due to
changes in market interest rates, and it is possible that
the market value at the time of settlement could be higher
or lower than the purchase price if the general level of
interest rates has changed. Although the Portfolio
generally purchases securities on a when-issued or forward
commitment basis with the intention of actually acquiring
securities, the Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if the
Adviser deems it appropriate to do so.

20
<PAGE> 43
SEI LIQUID ASSET TRUST

Manager:
SEI FUND MANAGEMENT

Distributor:
SEI FINANCIAL SERVICES COMPANY

Investment Adviser:
WELLINGTON MANAGEMENT COMPANY

This Statement of Additional Information is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of
SEI Liquid Asset Trust (the "Trust"), and should be read in conjunction with
the Trust's Class A and Class D Prospectuses, each of which is dated October
27, 1996. Prospectuses may be obtained upon request and without charge by
writing the Trust's distributor, SEI Financial Services Company, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-5734.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Description of Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Commercial Paper Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
The Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
The Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Distribution and Shareholder Servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Trustees and Officers of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Fundamental Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-13
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Purchase and Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Shareholder Services (Class D Shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-20
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
Limitation of Trustees' Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
Shareholder Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
5% Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
</TABLE>

October 27, 1996

SEI-F-044-06
<PAGE> 44
THE TRUST

SEI Liquid Asset Trust (the "Trust") is a diversified, open-end management
investment company established as a Massachusetts business trust pursuant to a
Declaration of Trust dated July 20, 1981. The Declaration of Trust permits the
Trust to offer separate series ("portfolios") of units of beneficial interest
("shares") and separate classes of portfolios. Except for differences between
Class A and Class D shares pertaining to distribution and shareholder servicing
plans, voting rights, dividends and transfer agent expenses, each share of each
portfolio represents an equal proportionate interest in that portfolio with
each other share of that portfolio.

This Statement of Additional Information relates to the shares of the following
Portfolios: Treasury Securities, Government Securities, Prime Obligation,
Institutional Cash and Money Market Portfolios (each a "Portfolio" and,
together, the "Portfolios"), and any classes of the Portfolios.

DESCRIPTION OF PERMITTED INVESTMENTS

COMMERCIAL PAPER -- The Prime Obligation and Money Market Portfolios may
invest in commercial paper. Commercial paper is the term used to designate
unsecured, short-term promissory notes issued by corporations and other
entities.

COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff"), Thomson BankWatch ("Thomson") and IBCA Limited and IBCA, Inc.
(together, "IBCA").

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1, the highest rating category, reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2, the second highest rating category,
reflect a safety regarding timely payment, but not as high as A-1.

Moody's employs two designations, judged to be high grade commercial paper, to
indicate the relative repayment capacity of rated issuers as follows:

Prime-1 Superior Quality
Prime-2 Strong Quality

S-2
<PAGE> 45
The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade)
is the second highest commercial paper rating assigned by Fitch which reflects
an assurance of timely payment only slightly lower in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2, the second highest rating
category, is regarded as having good certainty of timely payment, good access
to capital markets and sound liquidity factors and company fundamentals. Risk
factors are small.

The rating TBW-1 is the highest commercial paper rating assigned by Thomson.
Paper rated TBW-1 indicates a very high likelihood that principal and interest
will be paid on a timely basis. The rating TBW-2 is the second-highest rating
assigned category by Thomson. The relative degree of safety regarding timely
repayment of principal and interest is strong. However, the relative degree of
safety is not as high as for issues rated TBW-1.

The designation A1, the highest rating category established by IBCA, indicates
that the obligation is supported by a very strong capacity for timely
repayment. Those obligations rated A1+ are supported by the highest capacity
for timely repayment. Obligations rated A2, the second highest rating
category, are supported by a strong capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business, economic or
financial conditions.

DESCRIPTION OF MUNICIPAL AND CORPORATE BOND RATINGS -- Bonds rated AAA have
the highest rating S&P assigns to a debt obligation. Such a rating indicates
an extremely strong capacity to pay principal and interest. Bonds rate AA also
qualify as high-quality debt obligations. Capacity to pay principal and
interest is very strong, and in the majority of instances, they differ from AAA
issues only in small degree.

Bonds which are rated Aaa by Moody's are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
sable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa are
judged by Moody's to be of high quality by all standards. Together with bonds
rated Aaa, they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

Bonds rated AAA are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings

S-3
<PAGE> 46
several times or many times interest requirements, with such stability of
applicable earnings that safety is beyond reasonable question whatever changes
occur in conditions. Bonds rate AA are judged by Fitch to be of safety
virtually beyond question and are readily salable, whose merits are not unlike
those of the AAA class, but whose margin of safety is less strikingly broad.
The issue may be the obligation of a small company, strongly secured but
influenced as to rating by the lesser financial power of the enterprise and
more local type market.

Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with
negligible risk factors; only slightly more than U.S. Treasury debt. Bonds
rated Duff-2, are judged by Duff to be of high credit quality with strong
protection factors. Risk is modest but may vary slightly from time to time
because of economic conditions.

Bonds which are rated AAA are judged by Thomson to be of the highest category.
The ability to repay principal and interest on a timely basis is very high.
Bonds rated AA are judged by Thomson to be of a superior ability to repay
principal and interest on a timely basis, with limited incremental risk
compared to issues rated in the highest category.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a
very low expectation of investment risk are rated AA by IBCA. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly.

FOREIGN SECURITIES -- The Money Market Portfolio may invest in U.S. dollar
denominated obligations of foreign branches of U.S. commercial banks, and of
U.S. and London branches of foreign banks. These instruments may subject the
Portfolio to investment risks that differ in some respects from those related
to investments in obligations of U.S. domestic issuers. Such risks include
future adverse political and economic developments, the possible imposition of
withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of
other foreign governmental restrictions which might adversely affect the
payment of principal and interest on such obligations. Such investments may
also entail higher custodial fees and sales commissions than domestic
investments. Foreign issuers of securities or obligations are often subject to
accounting treatment and engage in business practices different from those
respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.

GNMA SECURITIES -- The Prime Obligation, Money Market and Government Securities
Portfolios may invest in securities issued by the Government National Mortgage
Association ("GNMA"), a wholly-owned U.S. Government Securities corporation
which guarantees the timely payment of principal and interest. However, any
premiums paid to purchase these instruments are

S-4
<PAGE> 47
not subject to GNMA guarantees. The market value and interest yield of these
instruments can vary due to market interest rate fluctuations and early
prepayments of underlying mortgages.

These securities represent ownership in a pool of Federally insured mortgage
loans. GNMA certificates consist of underlying mortgages with a maximum
maturity of 30 years. However, due to scheduled and unscheduled principal
payments, GNMA certificates have a shorter average maturity and, therefore,
less principal volatility than a comparable 30-year mortgage-backed bond. Since
prepayment rates vary widely, it is not possible to accurately predict the
average maturity of a particular GNMA pool. The scheduled monthly interest and
principal payments relating to mortgages in the pool will be "passed through"
to investors. GNMA securities differ from conventional bonds in that principal
is paid back to the certificate holders over the life of the loan rather than
at maturity. As a result, the Portfolios will receive monthly scheduled
payments of principal and interest. In addition, the Portfolios may receive
unscheduled principal payments representing prepayments on the underlying
mortgages. Any prepayments will be reinvested at the then-prevailing interest
rate.

Although GNMA certificates may offer yields higher than those available from
other types of U.S. Government Securities, GNMA certificates may be less
effective than other types of securities as a means of "locking in" attractive
long-term rates because of the prepayment feature. Due to this prepayment
feature, GNMA certificates tend not to increase in value as much as most other
debt securities when interest rates decline.

REPURCHASE AGREEMENTS -- The Treasury Securities, Government Securities, Prime
Obligation, and Money Market Portfolios may enter into repurchase agreements,
which are agreements under which securities are acquired from a securities
dealer or bank subject to resale on an agreed upon date and at an agreed upon
price which includes principal and interest. The Portfolio involved bears a
risk of loss in the event that the other party to a repurchase agreement
defaults on its obligations and the Portfolio is delayed or prevented from
exercising its rights to dispose of the securities held as collateral.
Wellington Management Company (the "Adviser") enters into repurchase agreements
only with financial institutions which it deems to present minimal risk of
bankruptcy during the term of the agreement based on guidelines established by
and periodically reviewed by the Board of Trustees. These guidelines currently
permit the Portfolios to enter into repurchase agreements only with approved
banks and primary securities dealers, as recognized by the Federal Reserve Bank
of New York, which have minimum net capital of $100 million, or with a member
bank of the Federal Reserve System. Repurchase agreements are considered to be
loans collateralized by the underlying security. Repurchase agreements entered
into by the Portfolios will provide that the underlying security at all times
shall have a value at least equal to 102% of the price stated in the agreement.
This underlying security will be marked to market daily. The Adviser monitors
compliance with this requirement. Under all repurchase agreements entered into
by the Portfolios, the Portfolios will take actual or constructive possession
of the underlying collateral. However, if the seller defaults, the Portfolios
could realize a loss on the sale of the underlying security to the extent the
proceeds of the sale are less than the resale price. In addition, even though
the Bankruptcy Code provides protection for most repurchase agreements, if the
seller should be

S-5
<PAGE> 48
involved in bankruptcy or insolvency proceedings, the Portfolios may incur delay
and costs in selling the security and may suffer a loss of principal and
interest if the Portfolios are treated as an unsecured creditor.

U.S. GOVERNMENT AGENCY OBLIGATIONS -- The Government Securities, Prime
Obligation, and Money Market Portfolios may invest in obligations of agencies
of the United States Government, which consist of obligations issued by, among
others, the Export Import Bank of the United States, Farmers Home
Administration, Federal Farm Credit Bank, Federal Housing Administration,
Government National Mortgage Association, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority. The Government
Securities, Prime Obligation, and Money Market Portfolios may purchase
securities guaranteed by the Government National Mortgage Association, which
represent participation in Veterans Administration and Federal Housing
Administration backed mortgage pools. Obligations of instrumentalities of the
United States Government include securities issued by, among others, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Federal Land Banks, Federal National Mortgage Association and the
United States Postal Service. Some of these securities are supported by the
full faith and credit of the United States Treasury (e.g., GNMA Securities),
others are supported by the right of the issuer to borrow from the Treasury,
and still others are supported only by the credit of the instrumentality (e.g.,
FNMA Securities). Guarantees of principal by agencies or instrumentalities of
the U.S. Government may be a guarantee of payment at the maturity of the
obligation, so that in the event of a default prior to maturity, there might
not be a market, and thus no means of realizing the value of the obligation
prior to maturity. The Portfolios do not intend to purchase securities issued
by the World Bank, the Inter-American Development Bank or the Asian Development
Bank.

VARIABLE OR FLOATING RATE INSTRUMENTS -- Each Portfolio may invest in variable
or floating rate instruments, which may involve a demand feature and may
include variable amount master demand notes which may or may not be backed by
bank letters of credit. Variable or floating rate instruments bear interest at
a rate which varies with changes in market rates. The holder of an instrument
with a demand feature may tender the instrument back to the issuer at par prior
to maturity. A variable amount master demand note is issued pursuant to a
written agreement between the issuer and the holder, its amount may be
increased by the holder or decreased by the holder or issuer, it is payable on
demand, and the rate of interest varies based upon an agreed formula. The
quality of the underlying credit must, in the opinion of the Adviser, be
equivalent to the quality ratings applicable to permitted investments for each
Portfolio. The Adviser will monitor on an ongoing basis the earning power,
cash flow, and liquidity ratios of the issuers of such instruments and will
similarly monitor the ability of an issuer of a demand instrument to pay
principal and interest on demand.

THE MANAGER

The Management Agreement, provides that SEI Fund Management (the "Manager")
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in

S-6
<PAGE> 49
connection with the matters to which the Management Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Manager in the performance of its duties or from reckless disregard
of its duties and obligations thereunder.

The Management Agreement, unless terminated sooner as provided therein, shall
remain in effect for two years after the date of the Agreement and shall
continue in effect for successive periods of one year if such continuance is
specifically approved at least annually (i) by the Trustees of the Trust and
(ii) by the vote of a majority of the Trustees of the Trust, who are not
parties to the Management Agreement or interested persons (as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of
any such party, cast in person at a Board of Trustees meeting called for the
purpose of voting on such approval. The Agreement may be terminated at any
time and without penalty by the Trustees of the Trust or by the Manager on not
less than 30 days' nor more than 60 days' written notice to the other party
thereto. Any notice under the Management Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at the
designated mailing address of such party.

The Manager, a Delaware business trust, has its principal business offices at
680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI Financial
Management Corporation ("SFM"), a wholly-owned subsidiary of SEI Corporation
("SEI"), is the owner of all of the beneficial interests in the Manager. SEI
and its affiliates, including the Manager, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors, and money
managers. The Manager and its affiliates also serve as Manager to the
following other mutual funds: The Achievement Funds Trust, The Advisors' Inner
Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc.,
CrestFunds, Inc., CUFUND, FMB Funds, Inc., First American Funds, Inc., First
American Investment Funds, Inc., Inventor Funds, Inc., Marquis Funds(R),
Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The
Pillar Funds, Rembrandt Funds(R), 1784 Funds(R), SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI International Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds, STI Classic Variable Trust, and Turner
Funds.

The Manager has agreed contractually to waive its fee in order to limit
operating expenses of the Portfolios to not more than .44% of average net
assets of the Class A shares and .84% of average net assets of the Class D
shares. As to the Institutional Cash Portfolio only, this waiver is voluntary
and may be terminated at any time. Shareholders will be notified in advance if
and when the waiver is terminated. The Manager will not be required to bear
expenses of any Portfolio to an extent which would result in the Portfolio's
inability to qualify as a regulated investment company under provisions of the
Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is
defined in such laws or regulations, and generally excludes brokerage
commissions, distribution expenses, taxes, interest, litigation and
extraordinary expenses.

S-7
<PAGE> 50

For the fiscal years ended June 30, 1994, 1995 and 1996, the Portfolios paid
fees to the Manager as follows:

<TABLE>
<CAPTION>
====================================================================================================================
MANAGEMENT FEES PAID MANAGEMENT FEES WAIVED
--------------------------------------------- -------------------------------------------
1994 1995 1996 1994 1995 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Treasury Securities $7,482,000 $4,160,873.22 $3,979,872.45 $1,252,000 $1,226,700.66 $981,184.74
Portfolio
- --------------------------------------------------------------------------------------------------------------------
Prime Obligation $4,330,000 $3,352,356.97 $2,773,884.30 $ 763,000 $ 884,036.50 $786,431.18
Portfolio
- --------------------------------------------------------------------------------------------------------------------
Government $1,505,000 $ 794,731.78 $ 621,433.39 $ 264,000 $ 221,071.85 $198,391.84
Securities Portfolio
- --------------------------------------------------------------------------------------------------------------------
Institutional Cash $ 10,000 $ 7,878.60 $ 9,292.33 $ 0 $ 0 $ 0
Portfolio
- --------------------------------------------------------------------------------------------------------------------
Money Market * * * * * *
Portfolio
====================================================================================================================
</TABLE>

* Not in operation during such period.

THE ADVISER

The Trust and Wellington Management Company ("the Adviser") have entered into
an investment advisory agreement (the "Advisory Agreement") dated October 30,
1985. The Advisory Agreement provides that the Adviser shall not be protected
against any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or from reckless disregard of its obligations or duties thereunder.

The continuance of the Advisory Agreement after the first two (2) years of the
Agreement must be specifically approved at least annually (i) by the vote of a
majority of the outstanding shares of that Portfolio or by the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Advisory Agreement or "interested persons" of any party thereto, cast in person
at a meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to a Portfolio, by a majority of the outstanding shares of that
Portfolio, on not less than 30 days' nor more than 60 days' written notice to
the Adviser, or by the Adviser on 90 days' written notice to the Trust.

The Adviser is entitled to a fee for its investment advisory services, which is
calculated daily and paid monthly, at the following annual rates: .075% of the
Trust's daily net assets up to $500 million, and .02% of the Trust's daily net
assets in excess of $500 million. The fee is allocated among the Portfolios
based upon their relative net assets.

S-8
<PAGE> 51

For the fiscal years ended June 30, 1994, 1995 and 1996 the Portfolios paid the
Adviser advisory fees as follows:

<TABLE>
<CAPTION>
====================================================================================================
ADVISORY FEES PAID
-----------------------------------------------------------
1994 1995 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Treasury Securities Portfolio $ 514,000 $395,983.29 $381,950.77
- ----------------------------------------------------------------------------------------------------
Prime Obligation Portfolio $ 299,000 $311,042.13 $274,922.00
- ----------------------------------------------------------------------------------------------------
Government Securities Portfolio $ 103,000 $ 74,686.68 $ 63,381.43
- ----------------------------------------------------------------------------------------------------
Institutional Cash Portfolio $ 0 $ 0 $ 0
- ----------------------------------------------------------------------------------------------------
Money Market Portfolio * * *
====================================================================================================
</TABLE>

* Not in operation during such period.

DISTRIBUTION

The Trust has adopted a Distribution Agreement for the Portfolios dated
November 29, 1982. The Trust has also adopted a Class D Distribution Plan (the
"Class D Plan") for the Treasury Securities Portfolio in accordance with Rule
12b-1 under the 1940 Act, which regulates the circumstances under which an
investment company may directly or indirectly bear expenses relating to the
distribution of its shares. In this regard, the Board of Trustees has
determined that the Class D Plan and the Distribution Agreement are in the best
interests of the Shareholders. Continuance of the Class D Plan must be
approved annually by a majority of the Trustees of the Trust, and by a majority
of the Trustees who are not "interested persons" of the Trust as that term is
defined in the 1940 Act, and who have no direct or indirect financial interest
in the operation of a Distribution Plan or in any agreements related thereto
("Qualified Trustees"). The Class D Plan requires that quarterly written
reports of amounts spent under the Plan and the purposes of such expenditures
be furnished to and reviewed by the Trustees. The Class D Plan may not be
amended to increase materially the amount which may be spent thereunder without
approval by a majority of the outstanding shares of the Portfolio. All
material amendments of the Class D Plan will require approval by a majority of
the Trustees of the Trust and of the Qualified Trustees.

The Class D Plan provides that the Trust will pay the Distributor a fee on the
Class D shares of the Portfolio. The Distributor may use this fee for: (i)
compensation for its services in connection with distribution assistance or
provision of shareholder services or (ii) payments to financial institutions
and intermediaries such as banks, savings and loan associations, insurance
companies and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries as compensation for services or reimbursement of
expenses incurred in connection with distribution assistance or provision of
shareholder services.

S-9
<PAGE> 52

The Portfolios have adopted a shareholder servicing plan for its Class A shares
(the "Class A Plan"). Under this 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.

For the fiscal year ended June 30, 1996, the Portfolios incurred the following
distribution expenses:

<TABLE>
<CAPTION>
=================================================================================================================================
PORTFOLIO/CLASS TOTAL BASIS AMOUNT PAID TO SALES ADVERTISING PROSPECTUS COSTS OTHER
($AMOUNT) POINTS 3RD PARTIES BY EXPENSES ($ AMOUNT) PRINTING & ASSOCIATED
SFS FOR ($AMOUNT) MAILING WITH
DISTRIBUTOR COSTS (NEW REGISTRATION
RELATED SERVICES SHAREHOLDERS FEES
($ AMOUNT) ONLY ($AMOUNT)
($ AMOUNT)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A**
- ---------------------------------------------------------------------------------------------------------------------------------
Treasury $370,517.91 .03% $370,517.91 $0 $0 $0 $0
Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Government $58,962.37 .03% $58,962.37 $0 $0 $0 $0
Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Prime $263,404.42 .03% $263,404.42 $0 $0 $0 $0
Obligation
- ---------------------------------------------------------------------------------------------------------------------------------
Institutional $0 .00% $0 $0 $0 $0 $0
Cash
- ---------------------------------------------------------------------------------------------------------------------------------
Money Market * * * * * * *
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS D
- ---------------------------------------------------------------------------------------------------------------------------------
Treasury $2,141.76 .20% $2,141.76
Securities
=================================================================================================================================
</TABLE>

* Not in operation during such period.

** As of May 1, 1996, the distribution plan for the Trust's Class A shares was
eliminated. The amounts shown above for Class A relate only to the period from
July 1, 1995 to April 30, 1996.

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and executive officers of the Trust and their principal occupations
for the last five years are set forth below. Each may have held other positions
with the named companies during that period. Unless otherwise noted, the
business address of each Trustee and executive officer is SEI Financial
Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658. Certain officers of the Trust also serve as trustees and/or
officers of The Achievement Funds Trust, The Advisors' Inner Circle Fund, The
Arbor Fund, ARK Funds, Bishop Street Funds,

S-10
<PAGE> 53

CoreFunds, Inc., CrestFunds, Inc., CUFUND, First American Funds, Inc., First
American Investment Funds, Inc., FMB Funds, Inc., Insurance Investment Products
Trust, Inventor Funds, Inc., Marquis Funds(R), Monitor Funds, Morgan Grenfell
Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Rembrandt Funds(R),
1784 Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Institutional Managed Trust, SEI International Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds, STI Classic Variable Trust and Turner
Funds, open-end management investment companies which are managed by SEI
Financial Management Corporation and with the exception of Rembrandt Funds, are
distributed by SEI Financial Services Company.

ROBERT A. NESHER (DOB 08/17/46) - Chairman of the Board of Trustees* - Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Manager and the Distributor, 1981-1994. Trustee of the
Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, and Inventor Funds,
Inc.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm),
counsel to the Trust, Manager and Distributor, Director and Secretary of SEI
and Secretary of the Manager and Distributor.

F. WENDELL GOOCH (DOB 12/03/37) - Trustee** - P.O. Box 190, Paoli, IN 47454.
President, Orange County Publishing Co., Inc. since October 1981. Publisher of
the Paoli News and the Paoli Republican and Editor of the Paoli Republican
since January 1981. President, H & W Distribution, Inc. since July 1984.
Executive Vice President, Trust Department, Harris Trust and Savings Bank and
Chairman of the Board of Directors of The Harris Trust Company of Arizona
before January 1981. Trustee of STI Classic Funds.

FRANK E. MORRIS (DOB 12/30/23) - Trustee** - 105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.
Trustee of The Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, and
Inventor Funds, Inc.

JAMES M. STOREY (DOB 04/12//31) - Trustee - Partner, Dechert Price & Rhoads,
from September 1987 - December 1993; Honorary Trustee, SEI Daily Income Trust,
SEI Tax Exempt Trust, SEI Index Funds and SEI Institutional Managed Trust since
December 1993.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42) - Trustee- General Partner, Teton
Partners, L.P., since 1991; Chief Financial Officer, Noble Partners, L.P.,
since 1991; Treasurer and Clerk, Peak Asset Management, Inc., since 1991;
Trustee, Navigator Securities Lending Trust, since 1995.

DAVID G. LEE (DOB 04/16/52) - President and Chief Executive Officer - Senior
Vice President of the Manager and Distributor since 1993. Vice President of
the Manager and Distributor, 1991-1993. President, GW Sierra Trust Funds
before 1991.

S-11
<PAGE> 54

SANDRA K. ORLOW (DOB 10/18/53) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Manager and Distributor since 1988.

KEVIN P. ROBINS (DOB 04/15/61) - Vice President and Assistant Secretary -
Senior Vice President and General Counsel of SEI, the Administrator and
Distributor since 1994. Vice President and Assistant Secretary of SEI, the
Administrator and Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius
LLP (law firm), 1988-1992.

RICHARD W. GRANT (DOB 10/25/45) - Secretary - 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm),
counsel to the Trust, Manager and Distributor.

KATHRYN L. STANTON (DOB 11/19/58) - Vice President and Assistant Secretary -
Vice President, Assistant Secretary of SEI, the Administrator and Distributor
since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994.

JOSEPH P. LYDON (DOB 09/27/59) - Vice President and Assistant Secretary -
Director, Business Administration of Fund Resources, April 1995. Vice
President, Fund Group, Dremen Value Management, LP, President Dremen Financial
Services, Inc. prior to 1995.

JEFFREY A. COHEN (DOB 04/22/61) - Controller and Chief Financial Officer -
Director, International and Domestic Funds Accounting, SEI Corporation, 1991 to
Present; Price Waterhouse, Audit Manager prior to 1991.

TODD CIPPERMAN (DOB 01/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1995. Associate, Dewey Ballantine (law firm) (1994-1995). Associate,
Winston & Strawn (law firm) (1991-1994).

BARBARA A. NUGENT (DOB 06/18/56) - Vice President and Assistant Secretary -
Vice President and Assistant Secretary of SEI, the Administrator and
Distributor since 1996. Associate, Drinker, Biddle & Reath (law firm).
Assistant Vice President/Administration, Delaware Service Company, Inc.

MARC H. CAHN (DOB 06/19/57) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate General Counsel, Barclays Bank PLC. ERISA counsel,
First Fidelity Bancorporation.

- --------------

*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.

**Messrs. Gooch, Storey and Morris serve as members of the Audit Committee of
the Trust.

S-12
<PAGE> 55
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Manager.

The following table sets forth information about the compensation paid to the
Trustees for the fiscal year ended June 30, 1996:

<TABLE>
<CAPTION>
======================================================================================================
AGGREGATE PENSION OR TOTAL COMPENSATION FROM
COMPENSATION RETIREMENT ESTIMATED REGISTRANT AND FUND
FROM BENEFITS ACCRUED ANNUAL COMPLEX PAID TO
NAME OF PERSON AND REGISTRANT FOR AS PART OF FUND BENEFITS UPON DIRECTORS FOR FYE
POSITION FYE 6/30/96 EXPENSES RETIREMENT 6/30/96
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert A. Nesher, $0 N/A N/A $0
Trustee*
- ------------------------------------------------------------------------------------------------------
Richard F. Blanchard, $5,689.37 N/A N/A $67,500 for service on
Trustee** 8 boards
- ------------------------------------------------------------------------------------------------------
William M. Doran, $0 N/A N/A $0
Trustee*
- ------------------------------------------------------------------------------------------------------
F. Wendell Gooch, $7,501.75 N/A N/A $90,000 on services on
Trustee 9 boards
- ------------------------------------------------------------------------------------------------------
Frank E. Morris, $7,501.75 N/A N/A $90,000 on service on 9
Trustee boards
- ------------------------------------------------------------------------------------------------------
James M. Storey, $7,501.75 N/A N/A $90,000 on service on 9
Trustee*** boards
======================================================================================================
</TABLE>

*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.

**Deceased as of May 7, 1996.

***Mr. Storey received the stated amounts as compensation for service as an
Honorary Trustee for the Trust during the most recent fiscal year.

FUNDAMENTAL INVESTMENT LIMITATIONS

The following investment limitations are fundamental policies of each Portfolio
which cannot be changed with respect to a Portfolio without the consent of the
holders of a majority of that Portfolio's outstanding shares. The term
"majority of outstanding shares" means the vote of (i) 67% or more of a
Portfolio's shares present at a meeting, if not more than 50% of the
outstanding shares of a Portfolio are present or represented by proxy, or (ii)
more than 50% of a Portfolio's outstanding shares, whichever is less.

No Portfolio may:

S-13
<PAGE> 56
1. Borrow money except for temporary or emergency purposes and then only
in an amount not exceeding 10% of the value of the total assets of
that Portfolio. This borrowing provision is included solely to
facilitate the orderly sale of portfolio securities to accommodate
substantial redemption requests if they should occur and is not for
investment purposes. All borrowings by a Portfolio will be repaid
before making additional investments for that Portfolio and any
interest on such borrowings will reduce the income of that Portfolio.

2. Make loans, except that any Portfolio may purchase or hold debt
instruments in accordance with its investment objective and policies
and may enter into repurchase agreements, provided that repurchase
agreements maturing in more than seven days, restricted securities and
other illiquid securities are not to exceed, in the aggregate, 10% of
the Portfolio's total assets.

3. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings, as described in the Prospectus, in aggregate amounts not
to exceed 10% of the net assets of such Portfolio taken at fair market
value at the time such loan is incurred.

4. Invest in companies for the purpose of exercising control.

5. Acquire more than 10% of the voting securities of any one issuer.

6. Purchase or sell real estate, real estate limited partnership
interests, commodities or commodities contracts including futures
contracts. However, subject to its permitted investments, any
Portfolio may purchase obligations issued by companies which invest in
real estate, real estate limited partnerships, commodities or
commodities contracts.

7. Make short sales of securities, maintain a short position or purchase
securities on margin, except that a Portfolio may obtain short-term
credits as necessary for the clearance of security transactions.

8. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a portfolio security.

9. Purchase securities of other investment companies except as permitted
by the 1940 Act and the rules and regulations thereunder and, in any
event, may not purchase securities of other open-end investment
companies. Under these rules and regulations, the Portfolios are
prohibited from acquiring the securities of other investment companies
if, as a result of such acquisition, a Portfolio owns more than 3% of
the total voting stock of an investment company; securities issued by
any one investment company represent more than 5% of the total
Portfolio assets; or securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets
of a Portfolio. These investment companies typically incur fees that
are separate from those fees incurred directly by a Portfolio. A
Portfolio's purchase of such investment companies results in the
layering of

S-14
<PAGE> 57

expenses such that shareholders would indirectly bear a proportionate
share of such investment companies' expenses, including advisory fees.

10. Issue senior securities (as defined in the Investment Company Act of
1940) except in connection with permitted borrowings as described in
the Prospectus and this Statement of Additional Information or as
permitted by rule, regulation or order of the Securities and Exchange
Commission.

11. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of 1%
of the shares or securities of such issuer and all such officers,
trustees, partners and directors owning more than 1/2 of 1% of such
shares or securities together own more than 5% of such shares or
securities.

12. Purchase securities of any company which has (with predecessors) a
record of less than three years' continuing operations, except (i)
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, or (ii) municipal securities which are rated by
at least two nationally recognized municipal bond rating services, if,
as a result, more than 5% of the total assets (taken at fair market
value) of the Portfolio would be invested in such securities.

13. Purchase warrants, puts, calls, straddles, spreads or combinations
thereof.

14. Invest in interests in oil, gas or other mineral exploration or
development programs.

15. Purchase restricted securities (securities which must be registered
under the Securities Act of 1933 before they may be offered or sold to
the public) or other illiquid securities except as described in the
Prospectus and this Statement of Additional Information.

Except with respect to the limitation on investing in illiquid securities, the
foregoing percentages will apply at the time of the purchase of a security and
shall not be considered violated unless an excess or deficiency occurs or
exists immediately after and as a result of a purchase of such security.

NON-FUNDAMENTAL INVESTMENT LIMITATIONS

The following investment limitation is a non-fundamental policy of the Trust
and may be changed without shareholder approval.

1. The Government Securities and Prime Obligations Portfolios must
maintain an average dollar-weighted portfolio maturity of 90 days or
less.

S-15
<PAGE> 58

PERFORMANCE

From time to time, each Portfolio may advertise its yield. These figures will
be based on historical earnings and are not intended to indicate future
performance.

The current yield of each Portfolio is calculated daily based upon the seven
days ending on the date of calculation ("base period"). The yield is computed
by determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing shareholder account having a balance of one share at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts and dividing such net change by the value
of the account at the beginning of the same period to obtain the base period
return and multiplying the result by (365/7). Realized and unrealized gains
and losses are not included in the calculation of the yield.

The Portfolios compute their effective compound yield by determining the net
changes, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return, and then
compounding the base period return by adding 1, raising the sum to a power
equal to 365 divided by 7, and subtracting 1 from the result, according to the
following formula: Effective Yield = [(Base Period Return + 1)365/7 - 1]. The
current and the effective yields reflect the reinvestment of net income earned
daily on portfolio assets.

Actual yields will depend on such variables as asset quality, average asset
maturity, the type of instruments a Portfolio invests in, changes in interest
rates on money market instruments, changes in the expenses of the Portfolios
and other factors.

Yields are one basis upon which investors may compare the Portfolios with other
money market funds; however, yields of other money market mutual funds and
other investment vehicles may not be comparable because of the factors set
forth above and differences in the methods used in valuing portfolio
instruments.

For the seven-day period ended June 30, 1996 the Portfolios' yield and
effective yield were as follows:

S-16
<PAGE> 59

<TABLE>
<CAPTION>
========================================================================================================
7-DAY EFFECTIVE
PORTFOLIO/CLASS CLASS 7-DAY YIELD YIELD
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Treasury Securities Class A 4.98 5.11
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class D 4.63 4.74
- --------------------------------------------------------------------------------------------------------
Government Securities Class A 4.94 5.06
- --------------------------------------------------------------------------------------------------------
Prime Obligation Class A 5.01 5.13
- --------------------------------------------------------------------------------------------------------
Institutional Cash Class A N/A N/A
- --------------------------------------------------------------------------------------------------------
Money Market Class A N/A N/A
========================================================================================================
</TABLE>

DETERMINATION OF NET ASSET VALUE

Securities of the Portfolios will be valued by the amortized cost method, which
involves valuing a security at its cost on the date of purchase and thereafter
(absent unusual circumstances) assuming a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuations in general
market rates of interest on the value of the instrument. While this method
provides certainty in valuation, it may result in periods during which value,
as determined by this method is higher or lower than the price a Portfolio
would receive if it sold the instrument. During periods of declining interest
rates, the daily yield of a Portfolio may tend to be higher than a like
computation made by a company with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of
its portfolio securities. Thus, if the use of amortized cost by the Trust
resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in a Portfolio would be able to obtain a somewhat higher
yield than would result from investment in a company utilizing solely market
values, and existing shareholders in the Portfolio would experience a lower
yield. The converse would apply in a period of rising interest rates.

The Trust's use of amortized cost valuation and the maintenance of the net
asset value of each Portfolio at $1.00 are permitted by Rule 2a-7, under the
1940 Act, provided that certain conditions are met. Under Rule 2a-7, a money
market portfolio must maintain a dollar-weighted average maturity in the
Portfolio of 90 days or less and not purchase any instrument having a remaining
maturity of more than 397 days. In addition, money market funds may acquire
only U.S. dollar denominated obligations that present minimal credit risks and
that are "eligible securities," which means they are (i) rated, at the time of
investment, by at least two nationally recognized statistical rating
organizations (one if it is the only organization rating such obligation) in
the highest short-term rating category or, if unrated, determined to be of
comparable quality (a "first tier security"), or (ii) rated according to the
foregoing criteria in the second highest short-term rating category or, if
unrated, determined to be of comparable quality ("second tier security"). The
Adviser will determine that an obligation presents minimal credit risks or that
unrated instruments are of comparable quality in accordance with guidelines
established by the Trustees. The Trustees must approve or ratify the purchase
of any unrated securities. In addition, investments in second tier securities
are subject to the further constraints that (i) no more than 5% of a
Portfolio's assets may be invested in such securities in the aggregate, and
(ii) any investment in such securities of one issuer is limited to the greater
of 1% of the Portfolio's total assets or $1 million. The regulations also
require the Trustees to establish procedures which are reasonably designed to
stabilize the net

S-17
<PAGE> 60

asset value per unit at $1.00 for each Portfolio. However, there is no
assurance that the Trust will be able to meet this objective. The Trust's
procedures include the determination of the extent of deviation, if any, of
each Portfolio's current net asset value per unit calculated using available
market quotations from each Portfolio's amortized cost price per unit at such
intervals as the Trustees deem appropriate and reasonable in light of market
conditions and periodic reviews of the amount of the deviation and the methods
used to calculate such deviation. In the event that such deviation exceeds
1/2 of 1%, the Trustees are required to consider promptly what action, if any,
should be initiated, and, if the Trustees believe that the extent of any
deviation may result in material dilution or other unfair results to
shareholders, the Trustees are required to take such corrective action as they
deem appropriate to eliminate or reduce such dilution or unfair results to the
extent reasonably practicable. In addition, if any Portfolio incurs a
significant loss or liability, the Trustees have the authority to reduce pro
rata the number of shares of that Portfolio in each shareholder's account and
to offset each shareholder's pro rata portion of such loss or liability from
the shareholder's accrued but unpaid dividends or from future dividends.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions of shares of the Funds may be made on any day the New
York Stock Exchange is open for business. Currently, the following holidays
are observed by the Trust: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which
trading on the New York Stock Exchange is restricted, or during the existence
of an emergency (as determined by the SEC by rule or regulation) as a result of
which disposal or evaluation of the portfolio securities is not reasonably
practicable, or for such other periods as the SEC may by order permit. The
Trust also reserves the right to suspend sales of shares of the Portfolio for
any period during which the New York Stock Exchange, the Manager, the Adviser,
the Distributor and/or the Custodian are not open for business.

State Securities laws regarding sub-administrators may differ from the
interpretations of federal law expressed herein and banks and financial
institutions acting in that capacity may be required to register as dealers
pursuant to state law.

SHAREHOLDER SERVICES (CLASS D SHARES)

STOP-PAYMENT REQUESTS: Investors may request a stop payment on checks by
providing the Trust with a written authorization to do so. Oral requests will
be accepted provided that the Trust promptly receives a written authorization.
Such requests will remain in effect for six months unless renewed or canceled.
The Trust will use its best efforts to effect stop-payment instructions, but
does not promise or guarantee that such instructions will be effective.
Shareholders requesting stop payment will be charged a $20 service fee per
check which will be deducted from their accounts.

S-18
<PAGE> 61

RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity
discounts when his new investment, together with the current market value of
all holdings of that shareholder in certain eligible portfolios reaches a
discount level. See "Purchase and Redemption of Shares" in the Prospectuses
for the sales charge on quantity purchases.

LETTER OF INTENT: The reduced sales shares are also applicable to the
aggregate amount of purchases made by any such purchaser previously enumerated
within a 13-month period pursuant to a written Letter of Intent provided by the
Distributor, and not legally binding on the signer or a Portfolio which
provides for the holder in escrow by the Manager of 5% of the total amount
intended to be purchased until such purchase is completed within the 13-month
period. A Letter of Intent may be dated to include shares purchased up to 90
days prior to the date of the Letter of Intent is signed. The 13-month period
begins on the date of the earliest purchase. If the intended investment is not
completed, the Manager will surrender an appropriate number of the escrowed
shares for redemption.

DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital gains
made by the Portfolios may be automatically invested in shares of one of the
Portfolios if shares of the Portfolio are available for sale. Such investments
will be subject to initial investment minimums, as well as additional purchase
minimums. A shareholder considering the Distribution Investment Option should
obtain and read the prospectus of the Portfolios and/or classes in which such
automatic investments are to be made and consider the differences in investment
objectives and policies before making any investment.

REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of any of the
Portfolios has a one-time right to reinvest the redemption proceeds in shares
of the Portfolio at their net asset value as of the time of reinvestment. Such
a reinvestment must be made within 30 days of the redemption and is limited to
the amount of the redemption proceeds. Although redemptions and repurchases of
shares are taxable events, a reinvestment within such 30-day period in the same
fund is considered a "wash sale" and results in the inability to recognize
currently all or a portion of a loss realized on the original redemption for
federal income tax purposes. The investor must notify the Transfer Agent at
the time the trade is placed that the transaction is a reinvestment.

EXCHANGE PRIVILEGE: Some or all of the shares of the Portfolio for which
payment has been received (i.e., an established account) may be exchanged, at
their net asset value, plus any applicable sales charge, for Class D shares of
the Trust, SEI Tax Exempt Trust, SEI International Trust and SEI Institutional
Managed Trust or at their net asset value for Class D shares of other
portfolios of such trusts that do not have sales charges. Exchanges will be
made only after proper instructions in writing or by telephone (an "Exchange
Request") are received for an established account by the Distributor.

A shareholder may exchange a Portfolio's Class D shares, for which good payment
has been received, in his account at any time, regardless of how long he has
held his shares.

S-19
<PAGE> 62

Each Exchange Request must be in proper form (i.e., if in writing, signed by
the record owner(s) exactly as the shares are registered; if by telephone,
proper account identification is given by the dealer or shareholder of record),
and each exchange must involve either shares having an aggregate value of at
least $1,000 or all the shares in the account. Each exchange involves the
redemption of the shares of a Portfolio to be exchanged and the purchase of the
shares of the other Portfolio. Any gain or loss on the redemption of the
shares exchanged is reportable on the shareholder's Federal income tax return,
unless such shares were held in a tax-deferred retirement plan or other
tax-exempt account. If the Exchange Request is received by the Distributor in
writing or by telephone on any Business Day, as defined in the Prospectuses of
the Trust, prior to the close of the New York Stock Exchange, the exchange
will be effective on that day if all the restrictions set forth above have been
complied with at that time. However, payment of the redemption proceeds by the
Portfolios, and thus the purchase of shares of the other Portfolios, may be
delayed for up to seven days if the Portfolios determine that such delay would
be in the best interest of all of its shareholders. Investment dealers which
have satisfied criteria established by the Portfolios may also communicate a
shareholder's Exchange Request to the Portfolios subject to the restrictions
set forth above. No more than five exchange requests may be made in any one
telephone Exchange Request.

TAXES

The following is only a summary of certain tax considerations generally
affecting a Portfolio and its shareholders, and is not intended as a substitute
for careful tax planning. Shareholders are urged to consult their tax advisors
with specific reference to their own tax situations, including their state and
local tax liabilities.

FEDERAL INCOME TAXES

The following discussion of federal income tax consequences is based on the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
issued thereunder as in effect on the date of this Statement of Additional
Information. New legislation, as well as administrative changes or court
decisions, may significantly change the conclusions expressed herein, and may
have a retroactive effect with respect to the transactions contemplated herein.

Each Portfolio intends to qualify as a regulated investment company ("RIC") as
defined under Subchapter M of the Code. By following such a policy, each of the
Portfolios expects to eliminate or reduce to a nominal amount the federal
income taxes to which such Portfolio may be subject.

In order to qualify for treatment as a RIC, a Portfolio must distribute
annually to its shareholders at least the sum of 90% of its net interest income
excludable from gross income plus 90% of its investment company taxable income
(generally, net investment income plus net short-term capital gain) (the
"Distribution Requirement") and also must meet several additional requirements.
Among these requirements are the following: (i) at least 90% of a Portfolio's
gross income each taxable

S-20
<PAGE> 63

year must be derived from dividends, interest, payments with respect to
securities loans, and gains from the sale or other disposition of stock or
securities, or other income derived with respect to its business of investing
in such stock or securities; (ii) less than 30% of a Portfolio's gross income
each taxable year must be derived from the sale or other disposition of stocks,
securities or certain other investments held for less than three months; (iii)
at the close of each quarter of a Portfolio's taxable year, at least 50% of
the value of its total assets must be represented by cash and cash items, U.S.
government securities, securities of other RIC's, and other securities, with
such other securities limited, in respect of any one issuer, to an amount that
does not exceed 5% of the value of a Portfolio's assets and that does not
represent more than 10% of the outstanding voting securities of such issuer;
and (iv) at the close of each quarter of a Portfolio's taxable year, not more
than 25% of the value of its assets may be invested in securities (other than
U.S. government securities or the securities of other RIC's) of any one issuer
or of two or more issuers which are engaged in the same, similar or related
trades or businesses if the Portfolio owns at least 20% of the voting power of
such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Portfolio to distribute at least 90% of its annual investment
company taxable income and does not require any minimum distribution of net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), a Portfolio will be subject to a nondeductible 4% federal excise
tax to the extent it fails to distribute by the end of any calendar year at
least 98% of its ordinary income for that year and 98% of its capital gain net
income (the excess of short and long-term capital gains over short and
long-term capital losses) for the one-year period ending on October 31 of that
year, plus certain other amounts.

If capital gain distributions have been made with respect to shares that are
sold at a loss after being held for six months or less, the loss is treated as
a long-term capital loss to the extent of the previous capital gain
distributions.

If a Portfolio fails to qualify as a RIC for any year, all of its taxable
income will be subject to tax at regular corporate rates without any deduction
for distributions to shareholders, and its distributions (including capital
gains distributions) will be taxable as ordinary income dividends to its
shareholders, subject to the dividends received deduction for corporate
shareholders. Otherwise, distributions to shareholders generally will not be
eligible for the dividends received deduction.

STATE TAXES

A Portfolio is not liable for any income or franchise tax in Massachusetts if
it qualifies as a RIC for federal income tax purposes. Depending upon state
and local law, distributions by the Portfolio to shareholders and the ownership
of shares may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

S-21
<PAGE> 64

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing orders to
execute Portfolio transactions. In placing orders, it is the Trust's policy to
seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the Adviser
generally seeks reasonably competitive spreads or commissions, the Trust will
not necessarily be paying the lowest spread or commission available. The
Trust's policy of investing in securities with short maturities will result in
high portfolio turnover. The Trust will not purchase portfolio securities from
any affiliated person acting as principal except in conformity with the
regulations of the Securities and Exchange Commission.

The Trust does not expect to use one particular dealer, but, subject to the
Trust's policy of seeking the best net results, dealers who provide
supplemental investment research to the Adviser may receive orders for
transactions by the Trust. Information so received will be in addition to and
not in lieu of the services required to be performed by the Adviser under the
Advisory Agreements, and the expenses of the Adviser will not necessarily be
reduced as a result of the receipt of such supplemental information.

The money market securities in which certain of the Portfolios invest are
traded primarily in the over-the-counter market. Where possible, the Adviser
will deal directly with the dealers who make a market in the securities
involved, except in those circumstances where better prices and execution are
available elsewhere. Such dealers usually are acting as principal for their
own account. On occasion, securities may be purchased directly from the
issuer. Money market securities generally are traded on a net basis and
normally do not involve either brokerage commissions or transfer taxes. The
cost of executing portfolio securities transactions of the Portfolio will
primarily consist of dealer spreads and underwriting commissions.

Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend the Trust to clients, and may, when a number of
brokers and dealers can provide best price and execution on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.

For the Trust's fiscal years ended June 30, 1994, 1995 and 1996, no brokerage
fees were paid.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Portfolio, each of which represents an equal proportionate
interest in that Portfolio. Each share of a Portfolio upon liquidation of that
Portfolio entitles a shareholder to a pro rata share in the net assets of that
Portfolio, after taking into account certain distribution expenses.
Shareholders have no preemptive

S-22
<PAGE> 65
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional portfolios of shares or classes of portfolios. Any
consideration received by the Trust for shares of any additional Portfolio and
assets in which such consideration is invested would belong to that Portfolio
and would be subject to the liabilities related thereto. Share certificates
representing the shares will not be issued.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or administrators, shall not be liable
for any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the
Trust unless it is determined in the manner provided in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the possibility of the shareholders' incurring financial loss
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Trust, and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of the
Trust's property for any shareholder held personally liable for the obligations
of the Trust.

5% SHAREHOLDERS

As of August 1, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or
more of the shares of the Portfolios. The Trust believes that most of the
shares referred to below were held by the persons indicated in accounts for
their fiduciary, agency, or custodial customers.

TREASURY SECURITIES PORTFOLIO

<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of Funds
- ---------------- ---------------- -----------------
<S> <C> <C>
First Union National Bank 47,841,795.91 6.02%
Attn: Funds Group
</TABLE>

S-23
<PAGE> 66

<TABLE>
<S> <C> <C>
CMG 2-1151
401 South Tryon Street
Charlotte N.C. 28202-1911

First Hawaiian Bank 55,308,584.33 6.96%
Financial Management Group (FIDAC)
Attn: Dolores Mollring
P.O. Box 3200
Honolulu, HI 96847

Bank of America NT&SA 93,673,836.83 11.79%
Attn: Common Trust Funds Unit #8239
P.O. Box 3577, Terminal Annex
Los Angeles, CA 90051

North American Trust Company 93,541,550.25 11.77%
Attn: David Hilbish
225 Broadway, Suite 200
San Diego, CA 92101

First Security Bank of Utah NA 39,980,097.89 5.03%
Cash Management (Cash Sweep Acct)
Attn: Paul Messervy
41 East 100 South
Salt Lake City, UT 84111-1912

GOVERNMENT SECURITIES PORTFOLIO:

United Jersey Bank 26,782,877.78 16.63%
Attn: Joseph Guittari
P.O. Box 547
Hackensack, NJ 07602-0547

Vose & Co. 51,779,535.72 32.16%
c/o Fleet/Norstar Services
One East Avenue
Funds Central NY/RO/3090
Rochester, NY 14638-0001

Repub & Co. 40,435,761.40 25.11%
</TABLE>

S-24
<PAGE> 67

<TABLE>
<S> <C> <C>
c/o Imperial Trust Company
Attn: Shirley Matthews
201 N. Figueroa Street, #610
Los Angeles, CA 90012-2629

PRIME OBLIGATION PORTFOLIO:

BHC Securities Inc. 90,725,187.62 12.19%
Attn: Cash Sweeps Department
2005 Market Street
One Commerce Square, 11th Floor
Philadelphia, PA 19103

SEI Trust Company 68,056,882.06 9.15%
Attn: Jacqueline Esposito
680 East Swedesford Road
Wayne, PA 19087

CoreStates Bank, N.A. 92,724,896.34 12.46%
Attn: James Quinlan
Penn Mutual Insurance Building
Philadelphia, PA 19106

Smith & Co. 133,602,359.97 17.96%
c/o First Security Bank of Utah, N.A.
Attn: Money Market/Mutual Fund Desk
P.O. Box 25297
Salt Lake City, UT 84125
</TABLE>

EXPERTS

The financial statements and the financial highlights have been audited by
Price Waterhouse LLP, independent public accountants.

S-25
<PAGE> 68
FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended June 30, 1996,
including notes thereto and the report of Price Waterhouse LLP thereon, are
herein incorporated by reference. A copy of the 1996 Annual Report must
accompany the delivery of this Statement of Additional Information.

S-26
<PAGE> 69
PART C. OTHER INFORMATION

Post-Effective Amendment No. 20

Item 24. Financial Statements and Exhibits:

(a) Financial Statements.

(b) Additional Exhibits.

(1) Registrant's Agreement and Declaration of Trust as
originally filed with Registrant's Registration
Statement on Form N-1A filed with the SEC on July 29,
1981, as amended in Post-Effective Amendment No. 8
filed with the SEC on March 7, 1988 is incorporated
by reference to Post-Effective Amendment No. 19 filed
with the SEC on October 30, 1995.

(2) Registrant's By-laws as originally filed with
Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on October 22, 1981 are incorporated by
reference to Post-Effective Amendment No. 19 filed
with the SEC on October 30, 1995.

(3) Not applicable.

(4) Not applicable.

(5)(a) Investment Advisory Contract dated October 30, 1985
between TrustFunds Liquid Asset Trust and Wellington
Management Company as originally filed with
Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on June 13, 1986 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC on
October 30, 1995.

(5)(b) Management Agreement dated as of October 31, 1986 by
and between TrustFunds Liquid Asset Trust and SEI
Financial Management Corporation as originally filed
with Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on March 7, 1988 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC
on October 30, 1995.

(5)(c) Consent to Assignment and Assumption between SEI
Financial Management Corporation and SEI Fund
Management dated August 21, 1996 is filed herewith.

(6) Distribution Agreement dated November 29, 1982
between TrustFunds Liquid Asset Trust and SEI
Financial Services Company as originally filed with
Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on August 29, 1985 is incorporated by reference
to Post-Effective Amendment No. 19 filed with the SEC
on October 30, 1995.

(7) Not applicable.

(8)(a) Custodian Agreement dated September 1, 1981 by and
between TrustFunds Liquid Asset Trust and The
Philadelphia National Bank as originally filed with
Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on October 22, 1981 is incorporated by reference
to Post-Effective Amendment No. 19 filed with the SEC
on October 30, 1995.

(8)(b) Custodian Agreement dated October 25, 1984 between
TrustFunds Liquid Asset Trust and First Interstate
Bank of Oregon as originally filed with
Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A filed with the
SEC on August 29, 1985 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC on
October 30, 1995.

(9) Not applicable.

(10) Opinion and Consent of Counsel is incorporated by
reference to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A
filed with the SEC on April 30, 1993.

(11) Consent of Independent Accountants is filed herewith

(12) Financial Statements for the fiscal year ended June
30, 1996 are filed herewith.

(13) Not applicable.

(14) Not applicable.

C-1
<PAGE> 70

(15)(a) Registrant's 12b-1 Distribution Plan as amended March
30, 1984 as originally filed with Post-Effective
Amendment No. 4 to Registrant's Registration Statement
on Form N-1A filed with the SEC on August 29, 1985 is
incorporated by reference to Post-Effective Amendment
No. 19 filed with the SEC on October 30, 1995.

(15)(b) Registrant's 12b-1 Distribution Plan with respect to
the ProVantage Funds Class as originally filed with
Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A filed withe the
SEC on August 27, 1993 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC on
October 30, 1995.

(15)(c) Amended and Restated Distribution Plan is filed
herewith.

(15)(d) Shareholder Service Plan and Agreement with respect
to the Class D shares is filed herewith.

(16) Performance Quotation Computation is incorporated by
reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A
filed with the SEC on October 28, 1992.

(17) Financial Data Schedules are filed herewith.

(18)(a) Rule 18f-3 Plan as originally filed with
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A filed with the SEC
on October 30, 1995 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC on
October 30, 1995.

(18)(b) Amendments to Rule 18f-3 Plan are filed herewith.

(24) Powers of Attorney for Robert A. Nesher, William M.
Doran, F. Wendell Gooch, Frank E. Morris, Jeffrey A.
Cohen, David G. Lee, George J. Sullivan, Jr. and James
M. Storey are filed herewith.

Item 25. Persons Controlled by or under Common Control with Registrant:

See the Prospectus and the Statement of Additional Information filed
herewith regarding the Trust's control relationships. The Manager is a
subsidiary of SEI Corporation which also controls the distributor of the
Registrant, SEI Financial Services Company, and other corporations engaged in
providing various financial and record keeping services, primarily to bank
trust departments, pension plan sponsors, and investment managers.

Item 26. Number of Holders of Securities:

As of August 1, 1996

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Units of beneficial interest, without par value-
Treasury Securities Portfolio
Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Class D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Government Securities Portfolio . . . . . . . . . . . . . . . . . . . . . . 23
Prime Obligation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 79
Institutional Cash Portfolio . . . . . . . . . . . . . . . . . . . . . . . N/A
Money Market Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
</TABLE>

Item 27. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated herewith. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant

C-2
<PAGE> 71
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by trustees, directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suit or
proceeding) is asserted by such trustees, directors, officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.

Item 28. Business and Other Connections of Investment Adviser:

The list required by this Item 28 of officers and partners of Wellington
Management Company, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and partners during the past two years, is incorporated by reference
to Schedules A and D of Form ADV, filed by Wellington Management Company
pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-15908).

Item 29. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities
of the Registrant also acts as a principal underwriter, distributor or
investment adviser.

Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds(R) August 17, 1993
</TABLE>

C-3
<PAGE> 72

<TABLE>
<S> <C>
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investments Trust June 14, 1996
</TABLE>

SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the business
address of each director or officer is 680 East Swedesford Road, Wayne,
Pennsylvania 19087.

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, President - --
Investment Services Division
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President & Chief
Executive Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Vice President &
Secretary Assistant Secretary
Robert Wagner Senior Vice President --
</TABLE>

C-4
<PAGE> 73

<TABLE>
<S> <C> <C>
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Kathryn L. Stanton Deputy General Counsel, Vice President Vice President &
& Assistant Secretary Assistant Secretary
Robert Crudup Vice President & Managing Director --
Vic Galef Vice President & Managing Director --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
Barbara Moore Vice President & Managing Director --
Donald Pepin Vice President & Managing Director --
Mark Samuels Vice President & Managing Director --
Wayne M. Withrow Vice President & Managing Director --
Mick Duncan Vice President & Team Leader Assistant Secretary
Vicki Malloy Vice President & Team Leader Assistant Secretary
Robert S. Ludwig Vice President & Team Leader Assistant Secretary
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary Vice President &
Assistant Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary
Ed Daly Vice President --
Jeff Drennen Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
W. Kelso Morrill Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President &
Assistant Secretary
Barabara A. Nugent Vice President & Assistant Secretary Vice President &
Assistant Secretary
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

Item 30. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

C-5
<PAGE> 74
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained at
the offices of Registrant's Custodian:

CoreStates Bank, N.A.
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records
are maintained at the offices of Registrant's Manager:

SEI Fund Management
680 E. Swedesford Road
Wayne, Pennsylvania 19087

(d) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Adviser:

Wellington Management Company
75 State Street
Boston, Massachusetts 02109

Item 31. Management Services: None.

Item 32. Undertakings:

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with shareholders of the Fund,
the Trustees will inform such shareholders as to the approximate number of
shareholders of record and the approximate costs of mailing or afford said
shareholders access to a list of shareholders.

Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested
in writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to assist in communications with
other shareholders as required by the provisions of Section 16(c) of the
Investment Company Act of 1940.

Registrant hereby undertakes to furnish each prospective person to whom a
prospectus for any series of the Registrant is delivered with a copy of the
Registrant's latest annual report to shareholders for such series, when such
annual report is issued containing information called for by Item 5A of Form
N-1A, upon request and without charge.

C-6
<PAGE> 75
NOTICE

A copy of the Agreement and Declaration of Trust of SEI Liquid Asset
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by an officer of the Trust as an officer
and by its Trustees as trustees and not individually and the obligations of or
arising out of this Registration Statement are not binding upon any of the
Trustees, officers, or Unitholders individually but are binding only upon the
assets and property of the Trust.

<PAGE> 76
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Amendment
to Registration Statement No. 2-73428 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of
Pennsylvania on the 27th day of August, 1996.

SEI LIQUID ASSET TRUST

By:/s/ David G. Lee
----------------
David G. Lee
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in
the capacity on the dates indicated.

<TABLE>
<S> <C> <C>
* Trustee August 27, 1996
------------------------------------
William M. Doran

* Trustee August 27, 1996
------------------------------------
F. Wendell Gooch

* Trustee August 27, 1996
------------------------------------
Frank E. Morris

* Trustee August 27, 1996
------------------------------------
Robert A. Nesher

Trustee August 27, 1996
------------------------------------
James M. Storey

* Trustee August 27, 1996
------------------------------------
George J. Sullivan

/s/ David G. Lee President, Chief August 27, 1996
------------------------------------ Executive Officer
David G. Lee

/s/ Jeffrey A. Cohen Controller, Chief August 27, 1996
------------------------------------ Financial Officer
Jeffrey A. Cohen

* By: /s/ David G. Lee
-----------------------------
David G. Lee
Attorney-in-Fact
</TABLE>

<PAGE> 77

<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
EX-99.B1 Registrant's Agreement and Declaration of Trust as originally filed with Registrant's Registration
Statement on Form N-1A filed with the SEC on July 29, 1981, as amended in Post-Effective Amendment No. 8 filed
with the SEC on March 7, 1988 is incorporated by reference to Post-Effective Amendment No. 19 filed with the
SEC on October 30, 1995.
EX-99.B2 Registrant's By-laws as originally filed with Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A filed with the SEC on October 22, 1981 is incorporated by reference to Post-Effective
Amendment No. 19 filed with the SEC on October 30, 1995.
EX-99.B3 Not applicable.
EX-99.B4 Not applicable.
EX-99.B5(a) Investment Advisory Contract dated October 30, 1985 between TrustFunds Liquid Asset Trust and Wellington
Management Company as originally filed with Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A filed with the SEC on June 13, 1986 is incorporated by reference to Post-Effective
Amendment No. 19 filed with the SEC on October 30, 1995.
EX-99.B5(b) Management Agreement dated as of October 31, 1986 by and between TrustFunds Liquid Asset Trust and SEI
Financial Management Corporation as originally filed with Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A filed with the SEC on March 7, 1988 is incorporated by reference to
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
EX-99.B5(c) Consent to Assignment and Assumption between SEI Financial Management Corporation and SEI Fund Management dated
August 21, 1996 is filed herewith.
EX-99.B6 Distribution Agreement dated November 29, 1982 between TrustFunds Liquid Asset Trust and SEI Financial Services
Company as originally filed with Post-Effective Amendment No. 4 to Registrant's Registration Statement on
Form N-1A filed with the SEC on August 29, 1985 is incorporated by reference to Post-Effective Amendment
No. 19 filed with the SEC on October 30, 1995.
EX-99.B7 Not applicable.
EX-99.B8(a) Custodian Agreement dated September 1, 1981 by and between TrustFunds Liquid Asset Trust and The Philadelphia
National Bank as originally filed with Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A filed with the SEC on October 22, 1981 is incorporated by reference to Post-Effective Amendment
No. 19 filed with the SEC on October 30, 1995.
EX-99.B8(b) Custodian Agreement dated October 25, 1984 between TrustFunds Liquid Asset Trust and First Interstate Bank of
Oregon as originally filed with Post-Effective Amendment No. 4 to Registrant's Registration Statement on
Form N-1A filed with the SEC on August 29, 1985 is incorporated by reference to Post-Effective Amendment
No. 19 filed with the SEC on October 30, 1995.
EX-99.B9 Not applicable.
EX-99.B10 Opinion and Consent of Counsel is incorporated by reference to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A filed with the SEC on April 30, 1993.
EX-99.B11 Consent of Independent Accountants is filed herewith
EX-99.B12 Financial Statements for the fiscal year ended June 30, 1996 are filed herewith.
EX-99.B13 Not applicable.
EX-99.B14 Not applicable.
EX-99.B15(a) Registrant's 12b-1 Distribution Plan as amended March 30, 1984 as originally filed with Post-Effective
Amendment No. 4 to Registrant's Registration Statement on Form N-1A filed with the SEC on August 29, 1985 is
incorporated by reference to Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
EX-99.B15(b) Registrant's 12b-1 Distribution Plan with respect to the ProVantage Funds Class as originally filed with
Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-1A filed with the SEC on
August 27, 1993 is incorporated by reference to Post-Effective Amendment No. 19 filed with the SEC on
October 30, 1995.
EX-99.B15(c) Amended and Restated Distribution Plan is filed herewith.
EX-99.B15(d) Shareholder Service Plan and Agreement with respect to the Class D shares is filed herewith.
</TABLE>

<PAGE> 78

<TABLE>
<S> <C>
EX-99.B16 Performance Quotation Computation is incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A filed with the SEC on October 28, 1992.
EX-99.B18(a) Rule 18f-3 Plan as originally filed with Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A filed with the SEC on October 30, 1995 is incorporated by reference to Post-Effective
Amendment No. 19 filed with the SEC on October 30, 1995.
EX-99.B18(b) Amendments to Rule 18f-3 Plan are filed herewith.
EX-99.B24 Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch, Frank E. Morris, Jeffrey A.
Cohen, David G. Lee, George J. Sullivan, Jr. and James M. Storey are filed herewith.
EX-27.1 Financial Data Scedules for the Treasury Securities Portfolio Class A
EX-27.2 Financial Data Scedules for the Treasury Securities Portfolio Class D
EX-27.3 Financial Data Scedules for the Government Securities Portfolio
EX-27.4 Financial Data Scedules for the Prime Obligation Portfolio
EX-27.5 Financial Data Scedules for the Institutional Cash Portfolio
</TABLE>

<PAGE> 1
EXHIBIT 99.B5(c)

CONSENT TO ASSIGNMENT AND ASSUMPTION

1. SEI Financial Management Corporation ("Assignor") hereby notifies SEI
Liquid Asset Trust ("Trust") that it intends to assign all of its
rights and delegate its obligations under the Administration Agreement
between the trust and SEI Financial Management Corporation, dated
October 31, 1986 (the "Assignment and Assumption Agreement") to SEI
Fund Management, ("Assignee"), no later than August 1,1996, in
connection with the transition of Assignor's fund administration and
distribution business to Assignee;
2. Trust releases Assignor from its rights and obligations under the
Agreement on or after the date the Assignment and Assumption Agreement
is executed and any liability or responsibility for (i) breach of the
Agreement by Assignee or (ii) demands and claims made against the
Trust or damages, losses or expenses incurred by the Trust on or after
the date of the Assignment and Assumption Agreement, unless such
demands, claims, losses, damages or expenses arose out of ,or resulted
from an act or omission of Assignor prior to the date of the
Assignment and Assumption Agreement.
3. This consent is not a waiver or estoppel with respect to any rights
the Trust may have by reason of the past performance or failure to
perform by Assignor.
4. This consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that require(s)
Assignee (i) to assume all rights and obligations of Assignor under
the Agreement and (ii) to be liable to the Trust for any default or
breach of the Agreement to the extent the default or breach occurs on
or after the date of execution of the Assignment and Assumption
Agreement.
5. Except as provided herein, neither this consent nor the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of
the Agreement.

<TABLE>
<S> <C>
Trust: SEI Liquid Trust Assignor:
SEI Financial Management Corporation

By: /s/ Kathryn L. Stanton By: /s/ Barbara A. Nugent
---------------------- ---------------------
Title: Vice President & Assistant Secretary Title: Vice President & Assistant Secretary
Date: August 21, 1996 Date: August 21, 1996
</TABLE>

<PAGE> 1
Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 20 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated August 2, 1996, relating to the financial
statements and financial highlights appearing in the June 30, 1996 Annual
Report to Shareholders of SEI Liquid Asset Trust, which are also incorporated
by reference into the Registration Statement. We also consent to the references
to us under the headings "Financial Highlights" and "General Information" in
the Prospectuses and under the headings "Financial Statements" and "Experts" in
the Statement of Additional Information.

[Signature]

PRICE WATERHOUSE LLP
Philadelphia, PA
August 26, 1996

<PAGE> 1
STATEMENT OF NET ASSETS
SEI Liquid Asset Trust -- June 30, 1996

TREASURY SECURITIES PORTFOLIO

<TABLE>
<CAPTION>
Description Par (000) Value (000)
- ----------- -------- ----------
<S> <C> <C>
U.S. TREASURY OBLIGATIONS -- 24.5%
U.S. Treasury Notes
4.375%, 08/15/96 $ 80,000 $ 79,868
7.500%, 01/31/97 95,000 96,094
6.750%, 02/28/97 21,000 21,174
6.500%, 05/15/97 7,250 7,299
--------
Total U.S. Treasury Obligations
(Cost $204,435) 204,435
--------
REPURCHASE AGREEMENTS -- 75.3%
Aubrey Lanston
5.45%, dated 06/28/96, matures
07/01/96, repurchase price
$10,004,542 (collateralized by
U.S. Treasury Note par value
$9,928,000, 6.875%, matures
03/31/00; market value
$10,247,549) 10,000 10,000

J.P. Morgan
5.43%, dated 06/28/96, matures
07/01/96, repurchase price
$16,902,645 (collateralized by
U.S. Treasury Note par value
$16,813,000, 5.625%, matures
06/30/97; market
value $17,257,026) 16,895 16,895

Lehman Brothers (A)
5.50%, dated 06/28/96,
matures 07/01/96, repurchase
price $200,091,667 (collateralized
by U.S. Treasury Notes ranging
in par value $7,388,000 -
$109,187,000, 5.875% - 6.875%,
11/15/05 - 05/15/06; with total
market value $203,970,482) 200,000 200,000

Swiss Bank (A)
5.50%, dated 06/28/96, matures
07/01/96, repurchase price
$200,091,667 (collateralized by
U.S. Treasury Bonds ranging in
par value $317,000 - $40,214,000,
7.25% - 12.75%, 11/15/03 -
08/15/22; with total market
value of $204,228,770) 200,000 200,000

Union Bank of Switzerland (A)
5.48%, dated 06/28/96, matures
07/01/96, repurchase price
$200,091,333 (collateralized by
U.S. Treasury Bonds ranging in
par value $1,510,000 -
$185,194,142, 5.875% - 7.625%,
02/15/25 - 08/15/25; with
total market value
of $204,002,771) 200,000 200,000
--------

Total Repurchase Agreements
(Cost $626,895) 626,895
--------

Description Par (000) Value (000)
- ----------- -------- ----------

Total Investments -- 99.8%
(Cost $831,330) $831,330
--------

OTHER ASSETS AND LIABILITIES -- 0.2%
Other Assets and Liabilities, Net 1,282
--------

NET ASSETS:
Portfolio shares of Class A
(unlimited authorization -- no
par value) based on
832,294,812 outstanding shares
of beneficial interest 832,295
Portfolio shares of Class D
(unlimited authorization -- no
par value) based on 219,156
outstanding shares of beneficial
interest 219
Accumulated net realized gain on
investments 98
--------
Total Net Assets -- 100.0% $832,612
========

Net Asset Value, Offering and
Redemption Price Per Share--
Class A $1.00
========

Net Asset Value, Offering and
Redemption Price Per Share --
Class D $1.00
========

(A) Tri-Party repurchase agreement
The accompanying notes are an integral part of the financial
statements.

GOVERNMENT SECURITIES PORTFOLIO

U.S. GOVERNMENT AGENCY OBLIGATIONS -- 73.5%
FHLB
5.773%, 10/04/96 $ 535 $ 527
5.807%, 10/15/96 1,410 1,387
FHLMC
5.364%, 07/08/96 21,905 21,883
5.386%, 07/15/96 10,000 9,979
5.386%, 08/15/96 3,000 2,980
FNMA (A)
5.420%, 07/02/96 22,000 22,000
FNMA
5.365%, 07/30/96 2,000 1,992
5.372%, 08/08/96 3,200 3,182
5.384%, 08/23/96 1,885 1,870
5.372%, 09/18/96 7,000 6,921
5.368%, 09/20/96 4,570 4,517
5.373%, 09/20/96 935 924
</TABLE>

3
<PAGE> 2
STATEMENT OF NET ASSETS
SEI Liquid Asset Trust -- June 30, 1996

GOVERNMENT SECURITIES PORTFOLIO (continued)

<TABLE>
<CAPTION>
Description Par (000) Value (000)
- ----------- -------- ----------
<S> <C> <C>
5.360%, 09/24/96 $ 2,000 $ 1,976
5.372%, 09/24/96 7,075 6,989
5.392%, 09/24/96 6,000 5,927
5.470%, 11/14/96 2,000 2,003
SLMA (A)
5.410%, 07/02/96 15,400 15,400
5.590%, 07/02/96 8,000 8,021
5.615%, 07/02/96 5,800 5,805
--------

Total U.S. Government Agency Obligations
(Cost $124,283) 124,283
--------

U.S. TREASURY OBLIGATION -- 4.2%
U.S. Treasury Note
7.500%, 01/31/97 7,000 7,093
-------

Total U.S. Treasury Obligation
(Cost $7,093) 7,093
-------

REPURCHASE AGREEMENTS -- 22.4%
Aubrey Lanston
5.45%, dated 06/28/96, matures
07/01/96, repurchase price
$1,182,537 (collateralized by
U.S. Treasury Note, par value
$1,149,000, 8.75%, 10/15/97;
market value $1,209,004) 1,182 1,182
J.P. Morgan
5.43%, dated 06/28/96, matures
07/01/96, repurchase price
$1,665,753 (collateralized by
U.S. Treasury Note, par value
$1,657,000, 5.625%, 06/30/97;
market value $1,700,502) 1,665 1,665
Morgan Stanley (C)
5.55%, dated 06/28/96, matures
07/01/96, repurchase price
$20,009,250 (collateralized by
Federal National Mortgage
Association obligation, par
value $23,681,000, 8.00%,
matures 08/01/24; market
value $20,475,001) 20,000 20,000
Union Bank of Switzerland (B)
5.36%, dated 06/12/96, matures
07/03/96, repurchase price
$15,046,900 (collateralized by
Government National Mortgage
Association obligations ranging
in par value $194,206 -
$13,880,000, 6.50% - 8.00%,
05/15/97-05/15/26; with total
market value of $15,301,366) 15,000 15,000
--------

Total Repurchase Agreements
(Cost $37,847) 37,847
--------

Description Par (000) Value (000)
- ----------- -------- ----------

Total Investments -- 100.1%
(Cost $169,223) $169,223
--------

OTHER ASSETS AND LIABILITIES -- (0.1%)
Other Assets and Liabilities, Net (90)
--------

NET ASSETS:
Portfolio Shares (unlimited
authorization -- no par value) based
on 169,171,721 outstanding shares of
beneficial interest 169,172
Accumulated net realized loss on investments (39)
--------

Total Net Assets -- 100.0% $169,133
========

Net Asset Value, Offering and
Redemption Price per Share $1.00
========

(A) Variable rate instrument. The rate reflected on the Statement of Net Assets is the rate in effect on June 30, 1996.
(B) Term repurchase agreement.
(C) Tri-Party repurchase agreement.
FHLB - Federal Home Loan Bank
FHLMC - Federal Home Loan Mortgage Corporation
FNMA - Federal National Mortgage Association
SLMA - Student Loan Marketing Association
The accompanying notes are an integral part of the financial statements.

PRIME OBLIGATION PORTFOLIO
COMMERCIAL PAPER -- 58.8%
Associates Corporation of
North America
5.360%, 07/15/96 $ 10,000 $ 9,979
5.525%, 08/27/96 13,000 12,889
Bear Stearns
5.300%, 07/22/96 5,000 4,985
5.360%, 07/31/96 8,000 7,964
Centric Funding
5.350%, 07/02/96 5,000 4,999
5.300%, 08/01/96 18,000 17,918
CIT Group Holdings
5.360%, 08/12/96 10,000 9,937
Clipper Receivables (B)
5.370%, 07/16/96 8,000 7,982
5.400%, 07/23/96 10,000 9,967
Coca Cola (B)
5.537%, 08/09/96 5,000 4,971
Dean Witter Discover
5.446%, 08/01/96 10,000 9,954
</TABLE>

4
<PAGE> 3
PRIME OBLIGATION PORTFOLIO (continued)

<TABLE>
<CAPTION>
Description Par (000) Value (000)
- ----------- --------- ----------
<S> <C> <C>
Enterprise Funding (B)
5.450%, 07/22/96 $ 5,207 $ 5,190
5.507%, 07/29/96 21,527 21,437
Ford Motor Credit
5.350%, 07/17/96 8,000 7,981
5.426%, 07/25/96 15,000 14,947
General Electric Capital
5.230%, 08/22/96 15,000 14,887
5.260%, 08/28/96 5,000 4,958
General Motors Acceptance
5.365%, 09/13/96 5,000 4,945
5.672%, 11/08/96 16,000 15,686
Goldman Sachs
5.330%, 07/24/96 20,000 19,932
Government Development
Bank of Puerto Rico
5.380%, 07/10/96 13,500 13,482
5.320%, 07/18/96 10,000 9,975
IBM
5.380%, 08/14/96 20,000 19,868
International Lease Finance
5.400%, 08/21/96 5,000 4,962
Island Finance of Puerto Rico
5.400%, 08/26/96 5,000 4,958
Knight Ridder
5.370%, 08/19/96 5,000 4,963
Metropolitan Life Funding
5.518%, 08/19/96 5,800 5,757
Monsanto
5.000%, 07/11/96 8,000 7,989
Morgan Stanley
5.300%, 07/18/96 15,000 14,962
5.290%, 07/24/96 10,000 9,966
New Center Asset Trust
5.420%, 08/12/96 15,000 14,905
5.270%, 09/24/96 7,000 6,913
Prefco
5.340%, 09/05/96 25,000 24,755
Prudential Funding
5.250%, 10/01/96 5,000 4,933
Ranger Funding (B)
5.510%, 07/22/96 10,000 9,969
5.451%, 07/31/96 10,000 9,956
Riverwood Funding
5.445%, 07/31/96 10,000 9,956
5.300%, 08/16/96 5,000 4,966
Sears Roebuck Acceptance
5.400%, 08/13/96 15,000 14,903
5.410%, 08/19/96 10,000 9,926
Whirlpool
5.300%, 07/31/96 20,000 19,912
--------

Total Commercial Paper
(Cost $439,484) 439,484
--------

Description Par (000) Value (000)
- ----------- --------- ----------

U.S. GOVERNMENT AGENCY OBLIGATIONS -- 11.2%
FNMA (A)
5.420%, 07/02/96 $ 30,000 $ 30,000
SLMA(A)
5.410%, 07/02/96 24,000 24,000
5.450%, 07/02/96 23,000 23,003
5.440%, 07/02/96 7,000 7,001
--------

Total U.S. Government Agency Obligations
(Cost $84,004) 84,004
--------

CERTIFICATES OF DEPOSIT -- 4.0%
Barnett Banks
5.650%, 07/11/96 15,000 15,000
Chase Manhattan
5.348%, 11/06/96 15,000 15,000
--------

Total Certificates of Deposit
(Cost $30,000) 30,000
--------

BANK NOTES -- 2.9%
Bank of Hawaii
5.570%, 11/06/96 12,000 12,005
NationsBank of Texas
5.360%, 08/12/96 10,000 10,000
--------

Total Bank Notes
(Cost $22,005) 22,005
--------

FLOATING RATE INSTRUMENTS -- 13.7%
Allstate (A)
5.530%, 07/01/96 10,000 10,000
CoreStates Capital (A)
5.430%, 07/05/96 10,000 10,000
People's Security Funding
Agreement (A) (B)
5.630%, 07/01/96 25,000 25,000
PNC Bank (A)
5.353%, 07/03/96 25,000 24,990
SMM Trust 96-I (A) (B)
5.480%, 07/01/96 10,000 10,000
SMM Trust 95-B (A) (B)
5.515%, 07/03/96 10,000 10,000
SouthTrust Bank of Alabama (A)
5.563%, 09/17/96 7,350 7,346
Travelers Insurance (A) (B)
5.570%, 09/01/96 5,000 5,000
--------

TOTAL FLOATING RATE INSTRUMENTS
(Cost $102,336) 102,336
--------

U.S. TREASURY OBLIGATION -- 5.4%
U.S. Treasury Note
7.500%, 01/31/97 40,000 40,531
--------

Total U.S. Treasury Obligation
(Cost $40,531) 40,531
--------
</TABLE>

5
<PAGE> 4
STATEMENT OF NET ASSETS
SEI Liquid Asset Trust -- June 30, 1996

PRIME OBLIGATION PORTFOLIO (CONTINUED)

<TABLE>
<CAPTION>
Description Par (000) Value (000)
- ----------- -------- ----------
<S> <C> <C>
REPURCHASE AGREEMENTS -- 4.0%
J.P. Morgan
5.43%, dated 06/28/96, matures
07/01/96, repurchase price
$4,718,134 (collateralized by
U.S. Treasury Note par value
$4,693,000, 5.625%, matures
06/30/97; market value
$4,816,941) $ 4,716 $ 4,716
Union Bank of Switzerland (C)
5.45%, dated 06/28/96, matures
07/01/96, repurchase price
$25,011,354 (collateralized by
various Federal Home Loan
Mortgage Corporation
obligations ranging in par
value $1,000 - $10,183,876,
6.50% - 9.00%, 12/01/23-12/01/25;
Federal National Mortgage
Association obligations ranging
in par value $1,000 - $3,595,000,
6.50% - 9.50%, 04/01/22 -
02/01/26; with total market
value of $25,501,446) 25,000 25,000
--------

Total Repurchase Agreements
(Cost $29,716) 29,716
--------

<CAPTION>
Description Par (000) Value (000)
- ----------- -------- ----------
<S> <C> <C>

Total Investments -- 100.0%
(Cost $748,076) $748,076
--------

OTHER ASSETS AND LIABILITIES -- 0.0%
Other Assets and Liabilities, Net (224)
--------

NET ASSETS:
Portfolio shares (unlimited
authorization -- no par value) based
on 747,863,548 outstanding shares
of beneficial interest 747,864
Accumulated net realized loss on
investments (12)
--------

Total Net Assets -- 100.0% $747,852
========

Net Asset Value, Offering and
Redemption Price Per Share $1.00
========
</TABLE>

(A) Variable rate instrument. The rate reflected on the Statement of Net
Assets is the rate in effect on June 30, 1996.
(B) Private Placement
(C) Tri-Party repurchase agreement
FNMA - Federal National Mortgage Association
SLMA - Student Loan Marketing Association

The accompanying notes are an integral part of the financial statements.

6
<PAGE> 5
STATEMENT OF ASSETS AND LIABILITIES
SEI Liquid Asset Trust -- As of June 30, 1996

<TABLE>
<CAPTION>
------------- -------------
INSTITUTIONAL
CASH MONEY MARKET
PORTFOLIO PORTFOLIO
------------- -------------
<S> <C> <C>
ASSETS:
Cash $ 100 $ 100
------------- -------------
Total assets 100 100
------------- -------------

NET ASSETS:
Applicable to 100 outstanding shares of beneficial interest
(unlimited authorization -- no par value) 100 100
------------- -------------

Total net assets $ 100 $ 100
------------- -------------

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE $1.00 $1.00
============= =============
</TABLE>

The accompanying notes are an integral part of the financial statements.

7
<PAGE> 6
STATEMENT OF OPERATIONS (000)
SEI Liquid Asset Trust -- for the year ended June 30, 1996
<TABLE>
<CAPTION>
--------- --------- --------- -------------
TREASURY GOVERNMENT PRIME INSTITUTIONAL
SECURITIES SECURITIES OBLIGATION CASH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- -------------
<S> <C> <C> <C> <C>
Interest Income $ 67,396 $ 10,972 $ 48,368 $ 130
-------- -------- -------- -----
EXPENSES:
Management fee 4,961 820 3,560 9
Less management fees waived (981) (199) (786) --
Investment advisory fee 382 63 275 --
Custodian/wire agent fees 159 33 116 --
Professional fees 69 19 58 3
Trustee fees 13 6 10 --
Registration & filing fees 149 37 181 --
Distribution fees 371 59 263 --
Distribution fees - Class D (1) 2 -- -- --
Insurance 12 7 9 --
Other fees 66 14 45 --
-------- -------- -------- -----
Total expenses 5,203 859 3,731 12
-------- -------- -------- -----

NET INVESTMENT INCOME 62,193 10,113 44,637 118
-------- -------- -------- -----

Net realized gain (loss) from security transactions (54) (18) 7 (37)
-------- -------- -------- -----

NET INCREASE IN NET ASSETS FROM OPERATIONS $ 62,139 $ 10,095 $ 44,644 $ 81
======== ======== ======== =====
</TABLE>

Amounts designated as " -- " are either $0 or have been rounded to $0.
(1) Fees are incurred at the Class D level only.

The accompanying notes are an integral part of the financial statements.

8
<PAGE> 7
STATEMENT OF CHANGES IN NET ASSETS (000)
SEI Liquid Asset Trust -- for the year ended June 30,
<TABLE>
<CAPTION>
-------------------------- --------------------------
TREASURY GOVERNMENT
SECURITIES SECURITIES
-------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 62,193 $ 63,230 $ 10,113 $ 12,192
Net realized gain (loss) from security transactions (54) 240 (18) 39
----------- ----------- ----------- -----------
Net increase in net assets resulting from operations 62,139 63,470 10,095 12,231
----------- ----------- ----------- -----------

DIVIDENDS DISTRIBUTED FROM:
Net investment income:
Class A (62,141) (62,948) (10,112) (12,193)
Class D (52) (282) -- --
----------- ----------- ----------- -----------
Total dividends distributed (62,193) (63,230) (10,112) (12,193)
----------- ----------- ------------ -----------

CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE):
Class A:
Proceeds from shares issued 7,781,924 9,652,814 1,017,301 1,544,000
Reinvestment of cash distributions 847 823 836 579
Cost of shares redeemed (8,205,213) (9,900,410) (1,049,755) (1,599,403)
----------- ----------- ----------- -----------
Decrease in net assets derived from Class A
transactions (422,442) (246,773) (31,618) (54,824)
----------- ----------- ----------- -----------
Class D:
Proceeds from shares issued 5,034 25,743 -- --
Reinvestment of cash distributions 11 2 -- --
Cost of shares redeemed (14,623) (15,971) -- --
----------- ----------- ----------- -----------
Increase (decrease) in net assets derived from Class D
transactions (9,578) 9,774 -- --
----------- ----------- ----------- -----------
Decrease in net assets derived from capital share
transactions (432,020) (236,999) (31,618) (54,824)
----------- ----------- ----------- -----------
Net decrease in net assets (432,074) (236,759) (31,635) (54,786)
----------- ----------- ----------- -----------
NET ASSETS:
Beginning of Period 1,264,686 1,501,445 200,768 255,554
----------- ----------- ----------- -----------
End of Period $ 832,612 $ 1,264,686 $ 169,133 $ 200,768
=========== =========== =========== ===========
</TABLE>

Amounts designated as " -- " are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

9
<PAGE> 8
STATEMENT OF CHANGES IN NET ASSETS (000)
SEI Liquid Asset Trust -- for the year ended June 30,
<TABLE>
---------------------------- ----------------------------
PRIME INSTITUTIONAL
OBLIGATION CASH
---------------------------- ----------------------------
1996 1995 1996 1995
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 44,637 $ 52,597 $ 118 $ 93
Net realized gain (loss) from security transactions 7 55 (37) --
----------- ----------- --------- ---------
Net increase in net assets resulting from operations 44,644 52,652 81 93
----------- ----------- --------- ---------

DIVIDENDS DISTRIBUTED FROM:
Net investment income:
Class A (44,637) (52,597) (118) (93)
Class D -- -- -- --
----------- ----------- --------- ---------
Total dividends distributed (44,637) (52,597) (118) (93)

CAPITAL SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE):
Class A:
Proceeds from shares issued 6,940,159 9,162,056 236,351 163,880
Reinvestment of cash distributions 9,384 11,333 -- --
Cost of shares redeemed (7,142,561) (9,151,091) (236,351) (163,880)
----------- ----------- --------- ---------
Increase (decrease) in net assets derived from
Class A transactions (193,018) 22,298 -- --
----------- ----------- --------- ---------
Class D:
Proceeds from shares issued -- -- -- --
Reinvestment of cash distributions -- -- -- --
Cost of shares redeemed -- -- -- --
----------- ----------- --------- ---------
Increase in net assets derived from Class D
transactions -- -- -- --
----------- ----------- --------- ---------
Increase (decrease) in net assets derived from
capital share transactions (193,018) 22,298 -- --
Contributions of Capital from the Manager -- -- 37 --
----------- ----------- --------- ---------
Net increase (decrease) in net assets (193,011) 22,353 -- --
----------- ----------- --------- ---------
NET ASSETS:
Beginning of Period 940,863 918,510 -- --
----------- ----------- --------- ---------
End of Period $ 747,852 $ 940,863 $ -- $ --
=========== =========== ========= =========
</TABLE>

Amounts designated as " -- " are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

10
<PAGE> 9
FINANCIAL HIGHLIGHTS
SEI Liquid Asset Trust -- for the fiscal years ended June 30,

For a Share Outstanding Throughout each Period
<TABLE>
<CAPTION>

Ratio of
Net
Distri- Ratio of Ratio of Investment
Realized Distri- butions Net Expenses Income
Net Asset and butions from Net Asset Ratio of Investment to Average to Average
Value Net Unrealized from Net Realized Value Net Assets Expenses Income Net Assets Net Assets
Beginning Investment Gains on Investment Capital End of Total End of to Average to Average (Excluding (Excluding
Of Period Income Securities Income Gains Period Return Period(000) Net Assets Net Assets Waivers) Waivers)
- ------------------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES

CLASS A
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 $1.00 $0.05 -- $(0.05) -- $1.00 5.37% $ 832,393 0.44% 5.27% 0.52% 5.19%
1995 1.00 0.05 -- (0.05) -- 1.00 5.05 1,254,888 0.44 4.93 0.54 4.83
1994 1.00 0.03 -- (0.03) -- 1.00 3.00 1,501,510 0.44 2.91 0.51 2.84
1993 1.00 0.03 -- (0.03) -- 1.00 3.03 2,219,701 0.44 2.99 0.50 2.93
1992 1.00 0.05 -- (0.05) -- 1.00 4.69 2,304,153 0.44 4.60 0.50 4.50
1991 1.00 0.07 -- (0.07) -- 1.00 7.04 2,248,497 0.44 6.80 0.47 6.80
1990 1.00 0.08 -- (0.08) -- 1.00 8.41 2,076,845 0.44 8.10 0.45 8.10
1989 1.00 0.08 -- (0.08) -- 1.00 8.51 2,318,763 0.44 8.20 0.44 8.20
1988 1.00 0.06 -- (0.06) -- 1.00 6.56 2,671,802 0.44 6.40 0.44 6.40
1987 1.00 0.06 -- (0.06) -- 1.00 5.91 2,580,118 0.44 5.70 0.45 5.70

CLASS D
1996 1.00 0.05 -- (0.05) -- 1.00 5.01 $ 219 0.79 4.92 0.87 4.84
1995 1.00 0.05 -- (0.05) -- 1.00 4.69 9,798 0.79 5.15 0.89 5.05
1994(1) 1.00 0.01 -- (0.01) -- 1.00 0.50** 23 0.79* 3.23* 0.98* 3.04*

GOVERNMENT SECURITIES

CLASS A
1996 $1.00 $0.05 -- $(0.05) -- $1.00 5.30% $ 169,133 0.44% 5.19% 0.54% 5.09%
1995 1.00 0.05 -- (0.05) -- 1.00 5.18 200,768 0.44 5.04 0.53 4.95
1994 1.00 0.03 -- (0.03) -- 1.00 3.04 255,554 0.44 2.96 0.51 2.89
1993 1.00 0.03 -- (0.03) -- 1.00 3.05 507,832 0.44 3.00 0.50 2.94
1992 1.00 0.05 -- (0.05) -- 1.00 4.72 399,938 0.44 4.60 0.50 4.60
1991 1.00 0.07 -- (0.07) -- 1.00 7.08 520,187 0.44 6.80 0.48 6.70
1990 1.00 0.08 -- (0.08) -- 1.00 8.48 368,318 0.44 8.10 0.45 8.10
1989 1.00 0.08 -- (0.08) -- 1.00 8.69 467,056 0.44 8.30 0.46 8.30
1988 1.00 0.07 -- (0.07) -- 1.00 6.83 523,274 0.44 6.70 0.44 6.70
1987 1.00 0.06 -- (0.06) -- 1.00 5.99 479,968 0.44 5.80 0.46 5.80

PRIME OBLIGATION

CLASS A
1996 $1.00 $0.05 -- $(0.05) -- $1.00 5.39% $ 747,852 0.44% 5.27% 0.53% 5.18%
1995 1.00 0.05 -- (0.05) -- 1.00 5.20 940,863 0.44 5.21 0.53 5.12
1994 1.00 0.03 -- (0.03) -- 1.00 3.08 918,509 0.44 3.03 0.51 2.96
1993 1.00 0.03 -- (0.03) -- 1.00 3.07 1,173,109 0.44 3.04 0.50 2.98
1992 1.00 0.05 -- (0.05) -- 1.00 4.73 1,515,554 0.44 4.70 0.49 4.60
1991 1.00 0.07 -- (0.07) -- 1.00 7.36 1,729,845 0.44 7.10 0.47 7.10
1990 1.00 0.08 -- (0.08) -- 1.00 8.57 1,804,367 0.44 8.30 0.45 8.30
1989 1.00 0.09 -- (0.09) -- 1.00 8.85 2,160,859 0.44 8.50 0.44 8.50
1988 1.00 0.07 -- (0.07) -- 1.00 7.12 2,224,159 0.44 6.90 0.44 6.90
1987 1.00 0.06 -- (0.06) -- 1.00 6.08 1,851,072 0.44 5.90 0.45 5.90

INSTITUTIONAL CASH(3)

CLASS A
1996 $1.00 $0.0005 -- $(0.0005) -- $1.00 4.58% -- 0.44% 4.58% 0.44% 4.58%
1995 1.00 0.0003 -- (0.0003) -- 1.00 4.94 -- 0.44 5. 19 0.44 5.19
1994 1.00 0.0003 -- (0.0003) -- 1.00 2.60 -- 0.44 2.63 0.44 2.63
1993 1.00 0.0003 -- (0.0003) -- 1.00 2.83 -- 0.44 2.66 0.44 2.66
1992 1.00 0.0002 -- (0.0002) -- 1.00 3.47 -- 0.44 3.50 0.44 3.50
1991 1.00 0.0003 0.0001 (0.0003) (0.0001) 1.00 7.12 -- 0.42 5.90 0.42 5.90
1990 1.00 0.0008 0.0003 (0.0008) (0.0003) 1.00 10.22 -- 0.44 7.80 0.44 7.80
1989 1.00 0.0007 0.0002 (0.0007) (0.0002) 1.00 8.49 -- 0.44 6.80 0.44 6.80
1988 1.00 0.0006 0.0001 (0.0006) (0.0001) 1.00 4.02 -- 0.44 5.20 0.44 5.20
1987(2) 1.00 0.0003 -- (0.0003) -- 1.00 5.48 -- 0.44 5.30 0.44 5.30
</TABLE>
(1) Treasury Securities Class D commenced operations on May 4, 1994.
(2) Institutional Cash Fund commenced operations on December 31, 1986.
(3) All ratios and total returns for the Institutional Cash Portfolio have been
annualized.
*Annualized
**Not Annualized
Amounts designated as " -- " are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

11
<PAGE> 10

NOTES TO FINANCIAL STATEMENTS

SEI Liquid Asset Trust -- June 30, 1996

1. ORGANIZATION

SEI Liquid Asset Trust (the "Trust") was organized as a Massachusetts business
trust under a Declaration of Trust dated July 20, 1981.

The Trust is registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management investment company with five
portfolios: the Treasury Securities Portfolio, the Government Securities
Portfolio, the Prime Obligation Portfolio, the Institutional Cash Portfolio and
the Money Market Portfolio (the "Portfolios"). The Trust is registered to offer
Class A shares of the portfolios and Class D (formerly the ProVantage Funds)
shares of the Treasury Securities Portfolio. Shares of the Institutional Cash
Portfolio were sold to shareholders on December 29, 1995 and then fully
redeemed at the end of business on January 2, 1996. It is anticipated that this
portfolio will again be available to shareholders on December 31, 1996. As of
June 30, 1996 the Money Market Portfolio had not commenced operations. The
assets of each Portfolio are segregated and a shareholder's interest is limited
to the Portfolio in which shares are held. A description of the Fund's
investment objective, policies, and strategies are provided in the prospectus.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Trust.

Security Valuation -- Investment securities are stated at amortized cost,
which approximates market value. Under this valuation method, purchase
discounts and premiums are accreted and amor- tized ratably to maturity and are
included in interest income.

Federal Income Taxes -- It is each Portfolio's intention to continue to
qualify as a regulated investment company and distribute all of its taxable
income. Accordingly, no provision for Federal income taxes is required.

Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the Portfolio's custodian bank until maturity of the
repurchase agreement. The Trust also invests in tri-party repurchase
agreements. Securities held as collateral for tri-party repurchase agreements
are maintained in a segregated account by the broker's custodian bank until
maturity of the repurchase agreement. Provisions of the agreement and
procedures adopted by the Manager of the Trust require that the market value of
the collateral, including accrued interest thereon, is sufficient to cover
interest and principal in the event of default by the counterparty.

If the counterparty defaults and the value of the collateral declines or if
the counterparty enters an insolvency proceeding, realization of the collateral
by the Trust may be delayed or limited.

Discount and Premium Amortization -- All amortization is calculated using
the effective interest method over the holding period of the security.
Amortization of premiums and discounts is currently included in interest
income.

Expenses -- Expenses of the Trust which are not directly associated to a
specific Portfolio are allocated on the basis of relative net asset value of
the affected Portfolios.

Classes -- Expenses of a class of shares of beneficial interest are borne by
that class. Income, expenses and realized gains/losses are allocated to the
respective classes on the basis of relative daily net assets.

Other -- Security transactions are accounted for on the date the securities
are purchased or sold. Costs used in determining realized gains and losses on
the sale of investment securities are those of the specific securities sold.
Distributions from net investment income are declared on a daily basis and are
payable on the first business day of the following month. Any net realized
capital gains of the Portfolios are distributed to the shareholders of the
affected Portfolios annually.

3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS

SEI Fund Management (the "Manager") provides management, administrative and
shareholder services to the Trust for an annual fee, which is calculated daily
and paid monthly, of .42% of the average daily net assets of each Portfolio
with the exception of the Institutional Cash Portfolio for which the fee is
calculated at an annual rate of .36%. The Manager has agreed to bear certain
expenses of the Trust so that the total expenses do not exceed .44% of average
daily net assets annually.

12
<PAGE> 11
In addition, the Trust has entered into a separate Transfer Agent Agreement
with respect to Class D shares under which DST Systems, Inc. is entitled to a
fee of .15% of the average daily net assets of Class D plus out-of-pocket
costs.

Wellington Management Company serves as the Investment Adviser of the Trust.
For its services, the Investment Adviser receives an annual fee equal to .075%
of the Trust's average daily net asset value up to $500 million and .02% of
such net asset value in excess of $500 million. At June 30, 1996, the
Investment Adviser was a holder of beneficial interest in the Trust. The fees
of the Investment Adviser are paid monthly.

SEI Financial Services Company ("the Distributor"), a wholly-owned
subsidiary of SEI Corporation and a registered broker-dealer, acts as the
distributor of the shares of the Trust under a Distribution Agreement. The
Trust has adopted a shareholder servicing plan for its Class A shares (the
"Class A Plan") pursuant to which a shareholder servicing fee of up to .25% of
the average daily net assets attributable to Class A shares will be paid to the
Distributor. Under the Class A Plan the Distributor may perform, or may
compensate other service providers for performing, certain shareholder and
administrative services. The Trust has adopted a distribution plan for its
Class D shares (the "Class D Plan") pursuant to which a 12b-1 fee of up to .25%
of the average daily net assets attributable to Class D shares will be paid
to the Distributor. As of the fiscal year end, the Distributor is taking a fee
under the Class D Plan of only .20% of the average daily net assets
attributable to Class D shares. This payment may be used to compensate
financial institutions that provide distribution-related services to their
customers. Under both the Class A Plan and the Class D Plan, the Distributor
may retain as a profit any difference between the fee it receives and the
amount it pays to third parties.

4. TRANSACTIONS WITH AFFILIATES

Certain officers and/or Trustees of the Trust are also officers and/or
Directors of the Manager or SFS. Compensation of officers and affiliated
Trustees of the Trust is paid by the Manager and/or SFS.

CoreStates N.A., which is a Trust shareholder, acts as Custodian and Wire
Agent for the Trust.

During the period ended June 30, 1996, the Manager made a capital
contribution of $37,000 to the Institutional Cash Portfolio to reimburse the
Portfolio for a loss on securities sold. The loss and related capital
contribution did not change the net asset value of the Portfolio.

5. CAPITAL LOSS CARRYOVERS

At June 30, 1996, the Portfolios had a capital loss carryover, to the extent
provided in regulations, for Federal income tax purposes as follows:

<TABLE>
<S> <C>
Government Securities
Portfolio: $16,296 expiring in 2002
1,741 expiring in 2004

Prime Obligation
Portfolio: $59,535 expiring in 2000
5,140 expiring in 2003

Institutional Cash
Portfolio: $37,279 expiring in 2004
</TABLE>

In addition, from November 1, 1995 through June 30, 1996, the following Funds
incurred net realized capital losses, as follows:

<TABLE>
<CAPTION>
AMOUNT
========
<S> <C>
Treasury Securities Portfolio $147,996
Government Securities Portfolio 16,006
</TABLE>

As permitted by tax regulations, the Funds intend to elect to defer and treat
these losses as arising in the fiscal year ended June 30, 1997.

13
<PAGE> 12
NOTICE TO SHAREHOLDERS

SEI Liquid Asset Trust -- June 30, 1996
Unaudited

FOR TAXPAYERS FILING ON A CALENDAR YEAR BASIS, THIS NOTICE IS FOR INFORMATIONAL
PURPOSES ONLY.

Dear SEI Liquid Asset Trust Shareholders:

For the fiscal year ended June 30, 1996, each portfolio is designating long
term capital gains, qualifying dividends and exempt income with regard to
distributions paid during the year as follows:
<TABLE>
<CAPTION>
(A) (B)
LONG TERM ORDINARY (C) (E)
CAPITAL GAINS INCOME TOTAL (D) TAX
DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS QUALIFYING EXEMPT
PORTFOLIO (TAX BASIS) (TAX BASIS) (TAX BASIS) DIVIDENDS(1) INTEREST
- --------- ------------- ------------- -------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Treasury Securities Portfolio 0% 100% 100% 0% 0%
Government Securities Portfolio 0% 100% 100% 0% 0%
Prime Obligation Portfolio 0% 100% 100% 0% 0%
Institutional Cash Portfolio 0% 100% 100% 0% 0%
</TABLE>

(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction.

* Items (A) and (B) are based on a percentage of the portfolio's total
distribution.

** Items (D) and (E) are based on a percentage of ordinary income
distributions of the portfolio.

Please consult your tax adviser for proper treatment of this information.

14
<PAGE> 13
SEI LIQUID ASSET TRUST
ANNUAL REPORT

June 30, 1996

Robert A. Nesher
Chairman

TRUSTEES
William M. Doran
F. Wendell Gooch
Frank E. Morris

OFFICERS
David G. Lee
President and Chief Executive Officer

Jeffrey A. Cohen
Controller, Chief Financial Officer

Marc H. Cahn
Vice President, Assistant Secretary

Todd Cipperman
Vice President, Assistant Secretary

Joseph M. Lydon
Vice President, Assistant Secretary

Barbara A. Nugent
Vice President, Assistant Secretary

Sandra K. Orlow
Vice President, Assistant Secretary

Kevin P. Robins
Vice President, Assistant Secretary

Kathryn L. Stanton
Vice President, Assistant Secretary

Richard W. Grant
Secretary

INVESTMENT ADVISER
Wellington Management Company

MANAGER AND SHAREHOLDER SERVICING AGENT
SEI Fund Management

DISTRIBUTOR
SEI Financial Services Company

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse LLP

This annual report and the financial statements contained herein are submitted
for the general information of the shareholders of the Trust and must be
preceded or accompanied by a current prospectus. Shares of the SEI Funds are
not deposits or obligations of, or guaranteed or endorsed by, any bank. The
shares are not federally insured by the Federal Deposit Insurance Corporation
(FDIC), the Federal Reserve Board, or any other government agency. Investment
in the shares involves risk, including the possible loss of principal. SEI
Financial Services Company, the Distributor of the SEI Funds, is not affiliated
with any bank.

For information call 1-800-DIAL-SEI/1-800-342-5734
<PAGE> 14
NOTES
<PAGE> 15

[PRICE WATERHOUSE LLP LETTERHEAD]

REPORT OF INDEPENDENT ACCOUNTANTS

August 2, 1996

To the Trustees and Shareholders of
SEI Liquid Asset Trust

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Money Market
Portfolio at June 30, 1996, and the accompanying statements of net assets and
of assets and liabilities and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Treasury Securities Portfolio,
Government Securities Portfolio, Prime Obligation Portfolio, Institutional Cash
Portfolio (which, with Money Market Portfolio, constitute SEI Liquid Asset
Trust, hereafter referred to as the "Trust") at June 30, 1996, the results of
each of their operations for the year then ended, the changes in each of their
net assets for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at June 30, 1996 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.

/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP

<PAGE> 1

EX 99.B15(c)

AMENDED AND RESTATED DISTRIBUTION PLAN
SEI LIQUID ASSET TRUST

CLASS D SHARES

WHEREAS, SEI Liquid Asset Trust (the "Trust") is engaged in business
as an open-end investment company registered under the Investment Company Act
of 1940, as amended ("1940 Act"); and

WHEREAS, the parties wish to amend and restate the terms of the
Distribution Plan previously adopted as set forth herein; and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Portfolios of the Trust listed on Exhibit A hereto (the "Portfolios") and the
owners of the Class D shares of such Portfolios (the "Shares");

NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

SECTION 1. The Trust has adopted this Class D Distribution Plan
----------
(the "Plan") to enable the Trust to directly or indirectly bear expenses
relating to the distribution of the Shares of the Trust.

SECTION 2. The Trust will pay the Distributor a fee on the Shares of
----------
the Portfolios up to the amount set forth on Exhibit A. The Distributor may
use this fee for (i) compensation for its services in connection with
distribution assistance or provision of shareholder services; or (ii) payments
to financial institutions and intermediaries such as banks, savings and loan
associations, insurance companies and investment counselors, broker-dealers and
the Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance
or provision of shareholder services.

SECTION 3. This Plan shall not take effect with respect to any
----------
Portfolio until it has been approved (a) by a vote of at least a majority of
the outstanding voting securities of the Shares of such Portfolio; and (b)
together with any related agreements, by votes of the majority of both (i) the
Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a
Board of Trustees meeting called for the purpose of voting on this Plan or such
agreement.

SECTION 4. This Plan shall continue in effect for a period of more
----------
than one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.

SECTION 5. Any person authorized to direct the disposition of monies
----------
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made.

SECTION 6. This Plan may be terminated at any time by the vote of a
----------
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.

SECTION 7. All agreements with any person relating to implementation
----------
of this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of a majority of the outstanding voting securities of the Shares of the
Portfolios, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.

SECTION 8. This Plan may not be amended to increase materially the
----------
amount of distribution expenses permitted pursuant to Section 2 hereof without
the approval of Shareholders holding a majority of the outstanding voting
securities of the Shares of the Portfolios, and all material amendments to this
Plan shall be approved in the manner provided in Part (b) of Section 3 herein
for the approval of this Plan.

SECTION 9. As used in this Plan, (a) the term "Qualified Trustees"
----------
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and

1
<PAGE> 2
"interested person" shall have the respective meanings specified in the 1940
Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Securities and Exchange Commission.

SECTION 10. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust within the
meaning of Section 2(a)(19) of the 1940 Act shall be committed to the
discretion of the Trustees then in office who are not interested persons of the
Trust.

SECTION 11. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.

Amended and Restated May 1, 1996

2
<PAGE> 3
EXHIBIT A

<TABLE>
<S> <C>
Treasury Securities Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25%
</TABLE>

<PAGE> 1

EX 99.B15(d)

SHAREHOLDER SERVICE PLAN AND AGREEMENT

SEI LIQUID ASSET TRUST

CLASS A

SEI Liquid Asset Trust (the "Trust") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios").
The Trust desires to retain SEI Financial Services Company (the "Distributor"),
a Pennsylvania corporation, to itself provide or to compensate service
providers who themselves provide, the services described herein to clients (the
"Clients") who from time to time beneficially own Class A shares ("Shares") of
any Portfolio of the Trust. The Distributor is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.

SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the
service providers will provide, one or more of the following shareholder
services to Clients who may from time to time beneficially own Shares:

(i) maintaining accounts relating to Clients that invest in
Shares;

(ii) providing information periodically to Clients showing
their positions in Shares;

(iii) arranging for bank wires;

(iv) responding to Client inquiries relating to the services
performed by the Distributor or any service provider;

(v) responding to inquiries from Clients concerning their
investments in Shares;

(vi) forwarding shareholder communications from the Trust
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to Clients;

(vii) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Trust or its
service providers;

(viii) assisting Clients in changing dividend options, account
designations, and addresses;
<PAGE> 2
(ix) providing subaccounting with respect to Shares
beneficially owned by Clients;

(x) processing dividend payments from the Trust on behalf of
Clients; and

(xi) providing such other similar services as the Trust may
reasonably request to the extent that the Distributor and/or
the service provider is permitted to do so under applicable
laws or regulations.

SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.

SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Trust or the
Shares except those contained in the Trust's then-current prospectus or
Statement of Additional Information for the Shares, copies of which will be
supplied to the Distributor, or in such supplemental literature or advertising
as may be authorized in writing.

SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By
its written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Trust harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Trust or
its designees concerning the performance of the Distributor's responsibilities
under this Agreement.

SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, each Portfolio that has issued Class A
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class A shares of each Portfolio, which fee will be computed daily
and paid monthly. The Trust may, in its discretion and without
<PAGE> 3
notice, suspend or withdraw the sale of Class A Shares of any Portfolio,
including the sale of Class A Shares to any service provider for the account of
any Client or Clients. The Distributor may waive all or any portion of its fee
from time to time.

SECTION 6. The Trust may enter into other similar servicing agreements with
any other person or persons without the Distributor's consent.

SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class A Shares of any Portfolio, without penalty, at any time by
the Trust or by the Distributor upon written notice to the Trust.

SECTION 9. All notices and other communications to either the Trust or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.

SECTION 10. This Agreement will be construed in accordance with the laws of
the Commonwealth of Pennsylvania and may not be "assigned" by either party
thereto as that term is defined in the Investment Company Act of 1940.

SECTION 11. References to the "SEI Liquid Asset Trust," the "Trust," and the
"Trustees" of the Trust refer respectively to the Trust created and the
Trustees as trustees, but not individually or personally, acting from time to
time under the Declaration of Trust of the Trust dated July 20, 1981, as
amended, a copy of which is on file with the Department of State of the
Commonwealth of Pennsylvania and at the Trust's principal office. The
obligations of the Trust entered into in the name or on behalf thereof by any
of the Trustees, officers, representatives, or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives, or agents of the Trust
personally. Further, any obligations of the Trust with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Trust and the Distributor agree to the terms of this
Agreement.

SEI LIQUID ASSET TRUST

- 3 -
<PAGE> 4

5/1/96
By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

5/1/96
By: ___________________________________ Date: ________________

- 4 -

<PAGE> 1

EX 99.B18(b)

Amendment #1

SEI LIQUID ASSET TRUST
CERTIFICATE OF CLASS DESIGNATION

Class A Shares

1. Class-Specific Distribution Arrangements; Other Expenses

--------------------------------------------------------

Class A shares are sold without a sales charge, but are subject to
a shareholder servicing fee of up to .25% payable to the Distributor. The
Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) providing information
periodically to clients showing their position in shares; (iii) arranging for
bank wires; (iv) responding to client inquiries relating to the services
performed by the Distributor or any service provider; (v) responding to
inquiries from clients concerning their investments in shares; (vi) forwarding
shareholder communications from the Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to clients; (vii) processing purchase, exchange and redemption
requests from clients and placing such orders with the Fund or its service
providers; (viii) assisting clients in changing dividend options, account
designations, and addresses; (ix) providing subaccounting with respect to
shares beneficially owned by clients; (x) processing dividends payments from
the Fund on behalf of clients; and (xi) providing such other similar services
as the Fund may reasonably request to the extent that the Distributor and/or
the service provider is permitted to do so under applicable laws or
regulations.

2. Eligibility of Purchasers

-------------------------

Class A shares do not require a minimum initial investment and are
available only to financial institutions and intermediaries.

3. Exchange Privileges

-------------------

Class A shares of each Fund may be exchanged for Class A shares of
each other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights

-------------

Each Class A shareholder will have one vote for each full Class A
share held and a fractional vote for each fractional Class A share held. Class
A shareholders will have exclusive voting rights regarding any matter submitted
to shareholders that relates solely to Class A (such as a distribution plan or
service agreement relating to Class A), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class
A shareholders differ from the interests of holders of any other class.

5. Conversion Rights

-----------------

Class A shares do not have a conversion feature.

<PAGE> 2
Amendment #1

SEI LIQUID ASSET TRUST
CERTIFICATE OF CLASS DESIGNATION

Class D Shares

1. Class-Specific Distribution Arrangements; Other Expenses

--------------------------------------------------------

Class D shares are sold without a sales charge, but are subject to
Rule 12b-1 distribution plan payments of up to .25% for the Treasury Securities
Portfolio payable to the Distributor. The Distributor may use this fee for (i)
compensation for its services in connection with distribution assistance or
provision of shareholder services; or (ii) payments to financial institutions
and intermediaries such as banks, savings and loan associations, insurance
companies and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries as compensation for services or reimbursement of
expenses incurred in connection with distribution assistance or provision of
shareholder services.

2. Eligibility of Purchasers

-------------------------

Class D shares require a minimum initial investment of $1,000 and
may be purchased through intermediaries which provide various levels of
shareholder services to their customers.

3. Exchange Privileges

-------------------

Class D shares of each Fund may be exchanged for Class D shares of
each other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights

-------------

Each Class D shareholder will have one vote for each full Class D
share held and a fractional vote for each fractional Class D share held. Class
D shareholders will have exclusive voting rights regarding any matter submitted
to shareholders that relates solely to Class D (such as a distribution plan or
service agreement relating to Class D), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class
D shareholders differ from the interests of holders of any other class.

5. Conversion Rights

-----------------

Class D shares do not have a conversion feature.

<PAGE> 1

EX 99.B24

SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI CASH+PLUS TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of the above referenced funds (the "Trusts"), each a business
trust organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and
each of them singly, his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, to sign for him or her and in
his or her name, place and stead, and in the capacity indicated below, to sign
any or all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.