SEI LIQUID ASSET TRUST, 485APOS, 1999-08-27

SEI LIQUID ASSET TRUST
485APOS, 1999-08-27

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999
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. 23 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 23 /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

EDWARD D. LOUGHLIN
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

COPIES TO:

Richard W. Grant, Esq. John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1701 Market Street
Philadelphia, Pennsylvania 19103 Philadelphia, Pennsylvania 19103

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

Title of Securities Being Registered . . . Units of Beneficial Interest

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

<TABLE>
<C> <S>
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ on October 28, 1999 pursuant to paragraph (a) of Rule 485
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

SEI LIQUID ASSET TRUST

CLASS A SHARES

PROSPECTUS

OCTOBER 31, 1999

TREASURY SECURITIES FUND
GOVERNMENT SECURITIES FUND
PRIME OBLIGATION FUND
MONEY MARKET FUND

ADVISER:
WELLINGTON MANAGEMENT COMPANY, LLP

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
ANY FUNDSHARES OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE.
IT IS A CRIME FOR ANYONE TO TELL YOU OTHERWISE.

Page 1 of 21
<PAGE>

ABOUT THIS PROSPECTUS

SEI Liquid Asset Trust is a mutual fund family that offers different classes of
shares in separate investment portfolios (Funds). The Funds have individual
investment goals and strategies, and are designed primarily for institutional
investors. This prospectus gives you important information about the Class A
Shares of the Funds that you should know before investing. Please read this
prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN WHICH IS COMMON TO EACH FUND.
FOR MORE DETAILED INFORMATION ABOUT THE FUNDS PLEASE SEE:

PAGE
TREASURY SECURITIES FUND.........................................XXX
GOVERNMENT SECURITIES FUND.......................................XXX
PRIME OBLIGATION FUND............................................XXX
MONEY MARKET FUND................................................XXX
THE FUNDS' OTHER INVESTMENTS.....................................XXX
THE INVESTMENT ADVISER...........................................XXX
PURCHASING AND SELLING FUND SHARES...............................XXX
DIVIDENDS AND DISTRIBUTIONS......................................XXX
TAXES............................................................XXX
FINANCIAL HIGHLIGHTS.............................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI LIQUID ASSET TRUST.......................................Back Cover

Page 2 of 21
<PAGE>

RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal.
Each Fund's assets are managed under the direction of its Adviser. The Adviser
invests each Fund's assets in a way it believes will help each Fund achieve its
goal. Still, investing in the Funds involve risk, and there is no guarantee that
the Funds will achieve their goal. In fact, no matter how good a job the Adviser
does, you could lose money on your investment in the Funds, just as you could
with other investments. A Fund share is not a bank deposit and it is not insured
or guaranteed by the FDIC or any other government agency.

ALTHOUGH EACH FUND IS MANAGED TO MAINTAIN A CONSTANT PRICE PER SHARE
OF $1.00, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS.

YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Funds
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Funds or
on the financial markets in general, each Fund is taking steps to protect Fund
investors. These include efforts to ensure that each Funds' own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by each Funds' mission critical service
providers. The Funds have also sought and received assurances from these service
providers that they are devoting significant resources to prevent material
adverse consequences to the Funds. Whether these steps will be effective can
only be known for certain in the year 2000. While such assurances have been
received, year 2000 problems may ultimately negatively affect the companies and
governments whose securities the Funds purchase, which may have an impact on the
value of the Funds' shares. There is additional information on these risks in
the Statement of Additional Information.

Page 3 of 21
<PAGE>

TREASURY SECURITIES FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification and a
competitive yield by investing in U.S.
Treasury securities

INVESTMENT STRATEGY

The Fund invests exclusively in U.S. Treasury obligations and repurchase
agreements fully-collateralized by U.S. Treasury obligations.

Using a top-down strategy and bottom-up security selection, the Adviser seeks
securities with an acceptable maturity that are marketable and liquid and offer
competitive yields. The Adviser also considers factors such as the anticipated
level of interest rates and the maturity of individual securities relative to
the maturity of the Fund as a whole. The Fund follows strict Investment Company
Act rules about the credit quality, maturity and diversification of its
investments.

WHAT ARE THE RISKS OF INVESTING IN THE TREASURY SECURITIES FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Funds' yield will decline due to falling interest rates.

Although the Funds' U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.

Page 4 of 21
<PAGE>

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for 10 years.*

<TABLE>
<S> <C>
1989 XXX%
1990 XXX%
1991 XXX%
1992 XXX%
1993 XXX%
1994 XXX%
1995 XXX%
1996 XXX%
1997 XXX%
1998 XXX%
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(XX/XX/XX) (XX/XX/XX)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 1999, TO SEPTEMBER 30, 1999, WAS
X.XX%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1998.
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
TREASURY SECURITIES FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

* The inception date for Class A Shares of the Fund is January 18, 1982.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

Page 5 of 21
<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY CURRENTLY PAY IF
YOU BUY AND HOLD SHARES OF THE FUND.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
- --------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees X.XX%
Distribution (12b-1) Fees None
Other Expenses X.XX%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES X.XX%
Fee Waivers and Expense Reimbursements X.XX%
-----
NET EXPENSES 0.44%*
</TABLE>
- --------------------------------------------------------------------------------
* SEI Investments Fund Management has contractually agreed to waive fees and to
reimburse expenses in order to keep total operating expenses from exceeding
0.44%. The Fund's total actual annual fund operating expenses for the most
recent fiscal year were less than the amount shown above because the Adviser,
Administrator and/or Distributor are each voluntarily waiving a portion of their
fees in order to keep total operating expenses at a specified level. The
Adviser, Administrator and or Distributor may each discontinue all or part of
their waiver at any time. With this fee waiver, the Fund's actual total
operating expenses are as follows:

Treasury Securities Fund - Class A Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, that Fund expenses remain the same, and that you
reinvest all dividends and distributions. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Fund
would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TREASURY SECURITIES FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
</TABLE>

Page 6 of 21
<PAGE>

GOVERNMENT SECURITIES FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification and a
competitive yield by investing in U.S.
Government securities

INVESTMENT STRATEGY

The Fund 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 fully-collateralized by such
obligations.

Using a top-down strategy and bottom-up security selection, the Adviser seeks
securities with an acceptable maturity that are marketable and liquid and offer
competitive yields. The Adviser also considers factors such as the anticipated
level of interest rates and the maturity of individual securities relative to
the maturity of the Fund as a whole. The Fund follows guidelines about the
credit quality, maturity and diversification of its investments. With respect to
maturity, these guidelines are more restrictive than the Investment Company Act
rules applicable to money market funds.

WHAT ARE THE RISKS OF INVESTING IN THE GOVERNMENT SECURITIES FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates.

Although the Fund's U.S. government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.

Page 7 of 21
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for 10 years.*
<TABLE>
<S> <C>
1989 XXX%
1990 XXX%
1991 XXX%
1992 XXX%
1993 XXX%
1994 XXX%
1995 XXX%
1996 XXX%
1997 XXX%
1998 XXX%
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(XX/XX/XX) (XX/XX/XX)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 1999, TO SEPTEMBER 30, 1999, WAS
X.XX%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1998.
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
GOVERNMENT SECURITIES FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

* The inception date for Class A Shares of the Fund is January 18, 1982.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

Page 8 of 21
<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY CURRENTLY PAY IF
YOU BUY AND HOLD SHARES OF THE FUND.

* SEI Investments Fund Management has contractually agreed to waive fees and to
reimburse expenses in order to keep total operating expenses from exceeding
0.44%. The Fund's total actual annual fund operating expenses for the most
recent fiscal year were less than the amount shown above because the Adviser,
Administrator and/or Distributor are each voluntarily waiving a portion of their
fees in order to keep total operating expenses at a specified level. The
Adviser, Administrator and or Distributor may each discontinue all or part of
their waiver at any time. With this fee waiver, the Fund's actual total
operating expenses are as follows:

Government Securities Fund - Class A Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
GOVERNMENT FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
</TABLE>

Page 9 of 21
<PAGE>

PRIME OBLIGATION FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification and a
competitive yield by investing in high
quality, short-term money market
instruments

INVESTMENT STRATEGY

The Prime Obligation Fund is comprised of short-term debt obligations of U.S.
issuers that are rated in one of the two highest rating categories by nationally
recognized statistical rating organizations or that the Adviser determines are
of comparable quality. The Fund invests in: (i) commercial paper (including
asset backed commercial paper) rated in the highest short-term rating category
by at least one nationally recognized statistical rating organization; (ii)
certificates of deposit, time deposits, bankers' acceptances, bank notes and
other obligations of U.S. commercial banks or savings and loan institutions that
meet certain asset requirements; (iii) short-term corporate obligations
(including asset-backed securities) rated in one of the two highest long-term
rating categories; (iv) short-term obligations issued by state and local
governments; and (iv) U.S. Treasury obligations and obligations issued or
guaranteed as to principal and interest by agencies or instrumentalities of the
U.S. government. The Fund may also enter into fully-collateralized repurchase
agreements.

Using a top-down strategy and bottom-up security selection, the Adviser seeks
securities with an acceptable maturity, that are marketable and liquid, offer
competitive yields, and are issued by issuers that are on a sound financial
footing. The Adviser also considers factors such as the anticipated level of
interest rates and the maturity of individual securities relative to the
maturity of the Fund as a whole. The Fund follows guidelines about the credit
quality, maturity and diversification of its investments. With respect to credit
quality and maturity, these guidelines are more restrictive than the Investment
Company Act rules applicable to money market funds.

WHAT ARE THE RISKS OF INVESTING IN THE PRIME OBLIGATION FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates.

Page 10 of 21
<PAGE>

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.

PERFORMANCE INFORMATION

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 1999, TO SEPTEMBER 30, 1999, WAS
X.XX%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1998.
<TABLE>
<CAPTION>

1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
PRIME OBLIGATION FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

* The inception date for Class A Shares of the Fund is January 18, 1982.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

Page 11 of 21
<PAGE>

FUND FEES AND EXPENSES

Prime Obligation Fund - Class A Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, that Fund expenses remain the same, and that you
reinvest all dividends and distributions. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Fund
would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
PRIME OBLIGATION FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
</TABLE>

Page 12 of 21
<PAGE>

MONEY MARKET FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification and a
competitive yield by investing in high
quality, short-term money market
instruments

INVESTMENT STRATEGY

The Money Market Fund is comprised of short-term U.S. dollar denominated debt
obligations that are rated in one of the two highest rating categories by
nationally recognized statistical rating organizations or that the Adviser
determines are of comparable quality. The Fund invests in: (i) commercial paper
and other short-term corporate obligations of U.S. and foreign issuers,
(including asset-backed securities) rated in the highest short-term rating
category; (ii) certificates of deposit, time deposits, bankers' acceptances,
bank notes and other obligations 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, that meet certain asset requirements; (iii)
short-term obligations issued by state and local governments; (iv) obligations
of foreign governments (including Canadian and Provincial Government and Crown
Agency obligations); and (v) U.S. Treasury obligations and obligations issued or
guaranteed as to principal and interest by agencies or instrumentalities of the
U.S. government. The Fund may also enter into fully-collateralized repurchase
agreements.

Using a top-down strategy and bottom-up security selection, the Adviser seeks
securities with an acceptable maturity, that are marketable and liquid, offer
competitive yields, and are issued by issuers that are on a sound financial
footing. The Adviser also considers factors such as the anticipated level of
interest rates and the maturity of individual securities relative to the
maturity of the Fund as a whole. The Fund follows strict Investment Company Act
rules about the credit quality, maturity and diversification of its investments.

WHAT ARE THE RISKS OF INVESTING IN THE MONEY MARKET FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates.

Page 13 of 21
<PAGE>

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A shares
from year to year for 10 years.*
<TABLE>
<S> <C>
1989 XXX%
1990 XXX%
1991 XXX%
1992 XXX%
1993 XXX%
1994 XXX%
1995 XXX%
1996 XXX%
1997 XXX%
1998 XXX%
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(XX/XX/XX) (XX/XX/XX)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 1999, TO SEPTEMBER 30, 1999, WAS
X.XX%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1998.
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
MONEY MARKET FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

* The inception date for Class A Shares of the Fund is January 18, 1982.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

Page 14 of 21
<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY CURRENTLY PAY IF
YOU BUY AND HOLD SHARES OF THE FUND.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
- --------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees X.XX%
Distribution (12b-1) Fees None
Other Expenses X.XX%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES X.XX%
Fee Waivers and Expense Reimbursements X.XX%
-----
NET EXPENSES 0.44%*
</TABLE>
- --------------------------------------------------------------------------------
* SEI Investments Fund Management has contractually agreed to waive fees and to
reimburse expenses in order to keep total operating expenses from exceeding
0.44%. The Fund's total actual annual fund operating expenses for the most
recent fiscal year were less than the amount shown above because the Adviser,
Administrator and/or Distributor are each voluntarily waiving a portion of their
fees in order to keep total operating expenses at a specified level. The
Adviser, Administrator and or Distributor may each discontinue all or part of
their waiver at any time. With this fee waiver, the Fund's actual total
operating expenses are as follows:

Money Market Fund - Class A Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, that Fund expenses remain the same, and that you
reinvest all dividends and distributions. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Fund
would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
MONEY MARKET FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
</TABLE>

Page 15 of 21
<PAGE>

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS

This prospectus describes the Funds' primary investment strategies. Each Fund is
required to invest at least 80% of its assets, but normally will invest 100% of
its assets, in the types of securities described in this prospectus. However,
the Funds also may invest in other securities, use other strategies and engage
in other investment practices, which are described in detail in the Funds'
Statement of Additional Information (SAI).

The investments and strategies described in this prospectus are those that the
Funds use under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, the Funds may invest up to
100% of their assets in cash or cash equivalents that would not ordinarily be
consistent with the Funds' objectives. Of course, there is no guarantee that the
Funds will achieve their investment goal.

INVESTMENT ADVISER

The Investment Adviser makes investment decisions for the Funds and continuously
reviews, supervises and administers the Funds' investment program. The Board of
Trustees supervises the Adviser and establishes policies that the Adviser must
follow in its management activities.

Wellington Management Company, LLP ("Wellington"), serves as the Adviser to the
Funds. As of September 30, 1999, Wellington had approximately $____ billion in
assets under management. For the fiscal year ended June 30, 1999, each Fund paid
Wellington advisory fees of .___% of average daily net assets.

John C. Keogh is the portfolio manager of the Funds. Mr. Keogh has been an
investment professional with Wellington since 1983.

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase or sell (sometimes called "redeem")
shares of the Funds. The Funds offer Class A Shares only to financial
institutions or intermediaries for their own or their customers' accounts. For
information on how to open an account and set up procedures for placing
transactions, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Financial institutions and intermediaries may purchase Class A Shares by placing
orders with the Funds' Transfer Agent (or its authorized agent). Institutions
and intermediaries that use certain SEI proprietary systems may place orders
electronically through those systems. Cash investments must be transmitted or
delivered in federal funds to the Funds' wire agent by the close of business on
the same day the order is placed. The Funds may reject any purchase order if
they determine that accepting the order would not be in the best interests of
the Funds or their shareholders.

Page 16 of 21
<PAGE>

When you purchase or sell Fund shares through certain financial institutions
(rather than directly from the Fund), you may have to transmit your purchase and
sale requests to certain financial institutions at an earlier time for your
transaction to become effective that day. This allows these financial
institutions time to process your requests and transmit them to the Funds.

Certain other intermediaries, including certain broker-dealers and shareholder
organizations, are authorized to accept purchase, redemption and exchange
requests for Fund shares. These requests are normally executed at the net asset
value per share (NAV) next determined after the intermediary receives the
request. These authorized intermediaries are responsible for transmitting
requests and delivering funds on a timely basis.

Investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Funds. For more information about how to purchase or
sell Fund shares through your financial institution, you should contact your
financial institution directly. Investors may be charged a fee for purchase
and/or redemption transactions effectuated through certain of these
broker-dealers or other financial intermediaries.

Each Fund's NAV is calculated once each Business Day at 2:00 p.m., Eastern time.
So, for you to be eligible to receive dividends declared on the day you submit
your purchase order, generally the Funds (or their authorized intermediaries)
must receive your purchase order and federal funds (readily available funds)
before the Funds calculate their NAV.

HOW THE FUND CALCULATES NAV

NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund.

The Funds value their securities by utilizing the amortized cost valuation
method (as described in the SAI). If the Funds think amortized cost is
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees. The Funds expect their NAV to remain constant
at $1.00 per share, although there is no guarantee that any Fund can accomplish
this.

HOW TO SELL YOUR FUND SHARES

Holders of Class A Shares may sell shares on any Business Day by following the
procedures established when they opened their account or accounts with their
financial institution or intermediary. You may also sell your shares by
contacting your financial institution or financial intermediary by telephone.
Your financial institution or intermediary may charge you a fee for its
services. The sale price of each share will be the next NAV determined after the
Funds (or their authorized intermediaries) receive your request.

RECEIVING YOUR MONEY

Normally, the Funds will make payment on your sale as promptly as possible after
they receive your request, but it may take up to three Business Days. Your
proceeds will be wired to your bank account.

Page 17 of 21
<PAGE>

REDEMPTIONS IN KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Funds' remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). It is highly unlikely that your shares
would ever be redeemed in kind, but if they were, you might have to pay
transaction costs to sell the securities distributed to you, as well as taxes on
any capital gains from the sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the SAI.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of
the Funds. SIDCo. receives no compensation for distributing the Funds' Class A
Shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to .25%. The Distributor has voluntarily agreed to waive
the shareholder servicing fees applicable to Class A Shares of the Funds. The
Distributor has no current intention to discontinue this voluntary waiver.

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares dividends daily and distributes its income monthly. The Funds
make distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.

The Funds will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. If so, they are
taxable whether or not you reinvest them. Income distributions are generally
taxable at ordinary tax rates. Capital gains distributions are generally taxable
at the rates applicable to long-term capital gains. EACH SALE OF FUND SHARES IS
A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.

Page 18 of 21
<PAGE>

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class A Shares of
the Funds. This information is intended to help you understand the Funds'
financial performance for the past five years. Some of this information reflects
financial information for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in a
Fund, assuming you reinvested all of your dividends and distributions.

This information has been audited by __________________________, independent
public accountants. Their report, along with the Funds' financial statements,
appears in the annual report that accompanies the Funds' SAI. You can obtain the
annual report, which contains more performance information, at no charge by
calling 1-800-DIAL-SEI.

Page 19 of 21
<PAGE>

SEI LIQUID ASSET TRUST

INVESTMENT ADVISER

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about the Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated October 31, 1999, includes more detailed information about SEI
Liquid Asset Trust. The SAI is on file with the SEC and is incorporated by
reference into this prospectus. This means that the SAI, for legal purposes, is
a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Funds' holdings and contain information from the Funds'
managers about strategies and recent market conditions and trends and their
impact on performance. The reports also contain detailed financial information
about the Fund.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call 1-800-DIAL-SEI

BY MAIL: Write to the Funds at:

One Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: HTTP://WWW.SEIC.COM

Page 20 of 21
<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports,
as well as other information about SEI Daily Income Trust, from the SEC's
website ("http://www.sec.gov"). You may review and copy documents at the SEC
Public Reference Room in Washington, DC (for information call 1-800-SEC-0330).
You may request documents by mail from the SEC, upon payment of a duplicating
fee, by writing to: Securities and Exchange Commission, Public Reference
Section, Washington, DC 20549-6009.

The Funds' Investment Company Act registration number is 811-03231.

Page 21 of 21
<PAGE>

SEI LIQUID ASSET TRUST

CLASS D SHARES

PROSPECTUS

OCTOBER 31, 1999

TREASURY SECURITIES FUND

ADVISER:
WELLINGTON MANAGEMENT COMPANY, LLP

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY FUND
SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIME FOR ANYONE TO TELL YOU OTHERWISE.

Page 1 of 13
<PAGE>

ABOUT THIS PROSPECTUS

SEI Liquid Asset Trust is a mutual fund family that offers different classes of
shares in separate investment portfolios (Funds). This prospectus gives you
important information about the Class D Shares of the Treasury Securities Fund
that you should know before investing. Please read this prospectus and keep it
for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION
ABOUT THE FUND, PLEASE SEE:

PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS...................XXX
PERFORMANCE INFORMATION AND EXPENSES........................XXX
THE FUND'S OTHER INVESTMENTS................................XXX
THE INVESTMENT ADVISER......................................XXX
PURCHASING, SELLING AND EXCHANGING FUND SHARES..............XXX
DIVIDENDS AND DISTRIBUTIONS.................................XXX
TAXES.......................................................XXX
FINANCIAL HIGHLIGHTS........................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI LIQUID ASSET TRUST..................................Back Cover

Page 2 of 13
<PAGE>

RISK/RETURN INFORMATION

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

The Fund has its own investment goal and strategies for reaching that goal. The
Fund's assets are managed under the direction of its Adviser. The Adviser
invests the Fund's assets in a way it believes will help the Fund achieve its
goal. Still, investing in the Fund involves risk, and there is no guarantee that
the Fund will achieve its goal. In fact, no matter how good a job the Adviser
does, you could lose money on your investment in the Fund, just as you could
with other investments. A Fund share is not a bank deposit and it is not insured
or guaranteed by the FDIC or any other government agency.

ALTHOUGH THE FUND IS MANAGED TO MAINTAIN A CONSTANT PRICE PER SHARE OF
$1.00, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Fund
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Fund or
on the financial markets in general, the Fund is taking steps to protect Fund
investors. These include efforts to ensure that the Fund's own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by the Fund's mission critical service
providers. The Fund has also sought and received assurances from these service
providers that they are devoting significant resources to prevent material
adverse consequences to the Fund. Whether these steps will be effective can only
be known for certain in the year 2000. While such assurances have been received,
year 2000 problems may ultimately negatively affect the companies and
governments whose securities the Fund purchases, which may have an impact on the
value of the Fund's shares. There is additional information on these risks in
the Statement of Additional Information.

Page 3 of 13
<PAGE>

TREASURY SECURITIES FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current
income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification
and a competitive yield by investing
in U.S. Treasury securities

INVESTMENT STRATEGY

The Fund invests exclusively in U.S. Treasury obligations and repurchase
agreements fully-collateralized by U.S. Treasury obligations.

WHAT ARE THE RISKS OF INVESTING IN THE TREASURY SECURITIES FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates.

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY
LOSE MONEY BY INVESTING IN THE FUND.

PERFORMANCE INFORMATION

Page 4 of 13
<PAGE>

This bar chart shows changes in the performance of the Fund's Class D Shares
from year to year for four years.*

1995 XX%
1996 XX%
1997 XX%
1998 XX%

BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/XX/XX) (X/XX/XX)

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS D TOTAL RETURN FROM JANUARY 1, 1999, TO SEPTEMBER 30, 1999, WAS
X.XX%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS D SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1998.

1 YEAR SINCE INCEPTION
TREASURY SECURITIES FUND - CLASS D SHARES X.XX% X.XX%*

The inception date for Class D Shares of the Fund is May 4, 1994.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY CURRENTLY PAY IF
YOU BUY AND HOLD SHARES OF THE FUND.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS D SHARES
- --------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees 0.02%
Distribution (12b-1) Fees 0.25%
Other Expenses 0.55%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES X.XX%
Fee Waivers and Expense Reimbursements X.XX%
-----
NET EXPENSES X.XX%*
- --------------------------------------------------------------------------------
</TABLE>
* SEI Investments Fund Management has contractually agreed to waive fees and
to reimburse expenses in order to keep total operating expenses from exceeding
X.XX%. The Fund's total actual annual fund operating expenses for the most
recent fiscal year were less than the amount shown above because the Adviser,
Administrator and/or Distributor are each voluntarily waiving a portion of their
fees in order to keep total operating expenses at a specified level. The
Adviser, Administrator and or Distributor may each discontinue all or part of
their waiver at any time. With this fee waiver, the Fund's actual total
operating expenses are as follows:

Treasury Securities Fund - Class D Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

Page 5 of 13
<PAGE>

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, that Fund expenses remain the same, and that you
reinvest dividends and distributions. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Fund
would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TREASURY SECURITIES FUND - CLASS D SHARES $XXX $XXX $XXX $XXX
</TABLE>

Page 6 of 13
<PAGE>

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS

This prospectus describes the Fund's primary investment strategies. The Fund is
required to invest at least 80% of its assets, but normally will invest 100% of
its assets, in the types of securities described in this prospectus. However,
the Fund also may invest in other securities, use other strategies and engage in
other investment practices, which are described in detail in the Fund's
Statement of Additional Information (SAI).

The investments and strategies described in this prospectus are those that the
Fund uses under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, the Fund may invest up to 100%
of its assets in cash or cash equivalents that would not ordinarily be
consistent with the Fund's objectives. Of course, there is no guarantee that the
Fund will achieve its investment goal.

INVESTMENT ADVISER

The Investment Adviser makes investment decisions for the Fund and continuously
reviews, supervises and administers the Fund's investment program. The Board of
Trustees supervises the Adviser and establishes policies that the Adviser must
follow in its management activities.

Wellington Management Company, LLP ("Wellington"), serves as the Adviser to the
Fund. As of September 30, 1999, Wellington had approximately $____ billion in
assets under management. For the fiscal year ended June 30, 1999, the Fund paid
Wellington advisory fees of . % of its average daily net assets.

John C. Keogh is the portfolio manager of the Fund. Mr. Keogh has been an
investment professional with Wellington since 1983

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase or sell (sometimes called "redeem") Class
D Shares of the Fund. The Fund offers Class D Shares to individuals and
financial institutions for their own or their customers' accounts. For
information on how to open an account and set up procedures for placing
transactions, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day). However, Fund shares cannot be purchased by Federal
Reserve wire on Federal holidays on which wire transfers are restricted. The
Fund may reject any purchase order if it determines that accepting the order
would not be in the best interests of the Fund or its shareholders.

When you purchase or sell Fund shares through certain financial institutions
(rather than directly from the Fund), you may have to transmit your purchase and
sale requests to these financial institutions at an earlier time for your
transaction to become effective that day. This allows these financial
institutions time to process your requests and transmit them to the Fund.

Page 7 of 13
<PAGE>

intermediary receives the request. These authorized intermediaries are
responsible for transmitting requests and delivering funds on a timely basis.

Investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Fund. For more information about how to purchase or
sell Fund shares through your financial institution, you should contact your
financial institution directly. Investors may be charged a fee for purchase
and/or redemption transactions effectuated through certain of these
broker-dealers or other financial intermediaries.

The Fund's NAV is calculated once each Business Day at 2:00 p.m., Eastern time.
So, for you to be eligible to receive dividends declared on the day you submit
your purchase order, generally the Fund (or its authorized intermediary) must
receive your purchase order and federal funds (readily available funds) before
the Fund calculates its NAV.

HOW THE FUND CALCULATES NAV

NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund.

The Fund values its securities by utilizing the amortized cost valuation method
(as described in the SAI). If the Fund thinks amortized cost is unreliable, fair
value prices may be determined in good faith using methods approved by the Board
of Trustees. The Fund expects its NAV to remain constant at $1.00 per share,
although there is no guarantee that the Fund can accomplish this.

AUTOMATIC INVESTMENT PLAN

If you have a checking or savings account with a bank, you may purchase Class D
shares automatically through regular deductions from your account in amounts of
at least $25.

HOW TO SELL YOUR FUND SHARES

Holders of Class D Shares may sell shares on any Business Day by following the
procedures established when they opened their account or accounts with their
financial institution or intermediary. You may sell your shares by contacting
your financial institution or financial intermediary by mail or telephone. Your
financial institution or intermediary may charge you a fee for its services. The
Fund offers free check writing services to Class D shareholders. You may redeem
shares by writing checks on your account for $500 or more after establishing a
check-writing account through your financial institution/intermediary. The
sale price of each share will be the next NAV determined after the Fund (or
its authorized institution) receives your request.

SYSTEMATIC WITHDRAWAL PLAN

If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account.

Page 8 of 13
<PAGE>

RECEIVING YOUR MONEY

Normally, the Fund will make payment on your sale as promptly as possible after
it receives your request, but it may take up to three Business Days. Your
proceeds will be wired to your bank account.

REDEMPTIONS IN KIND

The Fund generally pays sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining shareholders) the Fund might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). It is highly unlikely that your shares
would ever be redeemed in kind, but if they were, you might have to pay
transaction costs to sell the securities distributed to you, as well as taxes on
any capital gains from the sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the SAI.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although the Fund has certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, the Fund is not responsible for any losses or costs incurred by
following telephone instructions the Fund reasonably believes to be genuine. If
you or your financial institution transact with the Fund over the telephone, you
will generally bear the risk of any loss.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Class D
Shares of the Fund.

The Fund has adopted a distribution plan that allows the Fund to pay SIDCo.
distribution fees for the sale and distribution of its Class D Shares. Because
these fees are paid out of the Fund's assets continuously, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges. For Class D Shares, the distribution fee is .25%
of the average daily net assets of the Fund.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales chare it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling Class D Shares of the Fund.

Page 9 of 13
<PAGE>

HOW TO EXCHANGE YOUR SHARES

You may exchange your Class D Shares of the Fund for Class D Shares of any other
SEI Fund on any Business Day by contacting your financial institution or
intermediary by mail or telephone. Your financial institution or intermediary
may charge you a fee for its services. This exchange privilege may be changed or
canceled at any time upon 60 days' notice.

When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request. If you exchange
into a Fund that is subject to a sales charge, you may have to pay the sales
charge charged by that Fund.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends daily and distributes its income monthly. The Fund
makes distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Fund has summarized some important tax
issues that affect the Fund and its shareholders. This summary is based on
current tax laws, which may change.

The Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. If so, they are
taxable whether or not you reinvest them. Income distributions are generally
taxable at ordinary income tax rates. Capital gains distributions are generally
taxable at the rates applicable to long-term capital gains. EACH SALE OR
EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI.

Page 10 of 13
<PAGE>

FINANCIAL HIGHLIGHTS

The table that follows presents performance information about Class D Shares of
the Fund. This information is intended to help you understand the Fund's
financial performance for the past five years, or, if shorter, the period of the
Fund's operations. Some of this information reflects financial information for a
single Fund share. The total returns in the table represent the rate that you
would have earned (or lost) on an investment in the Fund, assuming you
reinvested all of your dividends and distributions.

This information has been audited by _____________________________, independent
public accountants. Their report, along with the Fund's financial statements,
appears in the annual report that accompanies the Fund's SAI. You can obtain the
annual report, which contains more performance information, at no charge by
calling 1-800-DIAL-SEI.

Page 11 of 13
<PAGE>

SEI LIQUID ASSET TRUST

INVESTMENT ADVISER

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Fund's holdings and contain information from the Fund's
managers about strategies and recent market conditions and trends and their
impact on performance. The reports also contain detailed financial information
about the Fund.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call 1-800-DIAL-SEI

BY MAIL: Write to the Fund at:
One Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: http://www.seic.com

Page 12 of 13
<PAGE>

The Fund's Investment Company Act registration number is 811-03231.

Page 13 of 13
<PAGE>

SEI LIQUID ASSET TRUST

CLASS A SHARES

PROSPECTUS

OCTOBER 31, 1999

INSTITUTIONAL CASH FUND

ADVISER:
WELLINGTON MANAGEMENT COMPANY, LLP

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
ANY FUND SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE.
IT IS A CRIME FOR ANYONE TO TELL YOU OTHERWISE.

Page 1 of 12
<PAGE>

ABOUT THIS PROSPECTUS

SEI Liquid Asset Trust is a mutual fund family that offers different classes of
shares in separate investment portfolios (Funds). This prospectus gives you
important information about the Class A Shares of the Institutional Cash Fund
that you should know before investing. Please read this prospectus and keep it
for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION
ABOUT THE FUND, PLEASE SEE:

PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS........................XXX
PERFORMANCE INFORMATION AND EXPENSES.............................XXX
THE FUND'S OTHER INVESTMENTS.....................................XXX
THE INVESTMENT ADVISER...........................................XXX
PURCHASING AND SELLING FUND SHARES...............................XXX
DIVIDENDS AND DISTRIBUTIONS......................................XXX
TAXES............................................................XXX
FINANCIAL HIGHLIGHTS.............................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI LIQUID ASSET TRUST.......................................Back Cover

Page 2 of 12
<PAGE>

RISK/RETURN INFORMATION

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

The Fund has its own investment goal and strategies for reaching that goal. The
Fund's assets are managed under the direction of its Adviser. The Adviser
invests the Fund's assets in a way that it believes will help the Fund achieve
its goal. Still, investing in the Fund involves risk, and there is no guarantee
that the Fund will achieve its goal. In fact, no matter how good a job the
Adviser does, you could lose money on your investment in the Fund, just as you
could with other investments. A Fund share is not a bank deposit and it is not
insured or guaranteed by the FDIC or any other government agency.

ALTHOUGH THE FUND IS MANAGED TO MAINTAIN A CONSTANT PRICE PER
SHARE OF $1.00, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

YEAR 2000 RISKS

Page 3 of 12
<PAGE>

INSTITUTIONAL CASH FUND

FUND SUMMARY

INVESTMENT GOAL Preserving principal and maintaining
liquidity while providing current income

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to
provide liquidity, diversification and a
competitive yield by investing in U.S.
Treasury securities

INVESTMENT STRATEGY

The Fund invests exclusively in U.S. Treasury obligations.

WHAT ARE THE RISKS OF INVESTING IN THE INSTITUTIONAL CASH FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates.

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.

Page 4 of 12
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for nine years.*
<TABLE>
<S> <C>
1989 XXX%
1990 XXX%
1991 XXX%
1992 XXX%
1993 XXX%
1994 XXX%
1995 XXX%
1996 XXX%
1997 XXX%
<CAPTION>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/XX/XX) (X/XX/XX)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1997. AS OF SEPTEMBER 30, 1998, THE FUND WAS NO
LONGER OFFERING SHARES.
<TABLE>
<CAPTION>
SINCE
1 YEAR 5 YEARS 10 YEARS INCEPTION
<S> <C> <C> <C> <C>
INSTITUTIONAL CASH FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

* The inception date for Class A Shares of the Fund is ___.

Please call 1-800-DIAL-SEI to obtain the Fund's current yield.

Page 5 of 12
<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY CURRENTLY PAY IF
YOU BUY AND HOLD SHARES OF THE FUND.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
- --------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees .XX%
Distribution (12b-1) Fees None
Other Expenses .XX%
----
Total Annual Fund Operating Expenses .XX%*
</TABLE>
- --------------------------------------------------------------------------------
* The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser,
Administrator, and/or Distributor are each voluntarily waiving a portion of
their fees in order to keep total operating expenses at a specified level. The
Adviser, Administrator, and or Distributor may each discontinue all or part of
their waiver at any time. With this fee waiver, the Fund's actual total
operating expenses are as follows:

Institutional Cash Fund -- Class A Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
INSTITUTIONAL CASH FUND - CLASS A SHARES XXX% XXX% XXX% XXX%*
</TABLE>

Page 6 of 12
<PAGE>

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS

The investments and strategies described in this prospectus are those that the
Fund uses under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, the Fund may invest up to 100%
of its assets in cash or cash equivalents that would not ordinarily be
consistent with the Fund's objective. Of course, there is no guarantee that the
Fund will achieve its investment goal.

INVESTMENT ADVISER

John C. Keogh is the portfolio manager of the Fund. Mr. Keogh has been an
investment professional with Wellington since 1983.

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase or sell (sometimes called "redeem")
shares of the Fund. The Fund offers Class A Shares only to financial
institutions or intermediaries for their own or their customers' accounts. For
information on how to open an account and set up procedures for placing
transactions, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Financial institutions and intermediaries may purchase Class A Shares by placing
orders with the Fund's Transfer Agent (or its authorized agent). Institutions
and intermediaries that use certain SEI proprietary systems may place orders
electronically through those systems. Cash investments must be transmitted or
delivered in federal funds to the Fund's wire agent by the close of business on
the same day the order is placed. The Fund may reject any purchase order if they
determine that accepting the order would not be in the best interests of the
Fund or its shareholders.

Page 7 of 12
<PAGE>

Investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Fund. For more information about how to purchase or
sell Fund shares through your financial institution, you should contact your
financial institution directly. Investors may be charged a fee for purchase
and/or redemption transactions effectuated through certain of these
broker-dealers or other financial intermediaries.

HOW THE FUND CALCULATES NAV

NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund.

HOW TO SELL YOUR FUND SHARES

Holders of Class A Shares may sell shares on any Business Day by following the
procedures established when they opened their account or accounts with their
financial institution or intermediary. You may also sell your shares by
contacting your financial institution or financial intermediary by telephone.
Your financial institution or intermediary may charge you a fee for its
services. The sale price of each share will be the next NAV determined after the
Fund (or its authorized intermediaries) receives your request.

RECEIVING YOUR MONEY

Normally, the Fund will make payment on your sale as promptly as possible after
it receives your request, but it may take up to three Business Days. Your
proceeds will be wired to your bank account.

Page 8 of 12
<PAGE>

REDEMPTIONS IN KIND

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the SAI.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of
the Fund. SIDCo. receives no compensation for distributing the Fund's Class A
Shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to .25%. The Distributor has voluntarily agreed to waive
the shareholder servicing fees applicable to Class A Shares of the Fund. The
Distributor has no current intention to discontinue this voluntary waiver.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends daily and distributes its income monthly. The Fund
makes distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in the form cash unless otherwise
stated.

TAXES

The Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. If so, they are
taxable whether or not you reinvest them. Income distribution are generally
taxable at ordinary interest rates. Capital gains distributions are generally
taxable at the rates applicable to long-term capital gains. EACH SALE OF FUND
SHARES IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI.

Page 9 of 12
<PAGE>

FINANCIAL HIGHLIGHTS

The table that follows presents performance information about Class A Shares of
the Fund. This information is intended to help you understand the Fund's
financial performance for the past five years. Some of this information reflects
financial information for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in a
Fund, assuming you reinvested all of your dividends and distributions.

Page 10 of 12
<PAGE>

SEI LIQUID ASSET TRUST

INVESTMENT ADVISER

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

ANNUAL AND SEMI-ANNUAL REPORTS

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call 1-800-DIAL-SEI

BY MAIL: Write to the Fund at:
One Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: http://www.seic.com

Page 11 of 12
<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports,
as well as other information about SEI Liquid Asset Trust, from the SEC's
website ("http://www.sec.gov"). You may review and copy documents at the SEC
Public Reference Room in Washington, DC (for information call 1-800-SEC-0330).
You may request documents by mail from the SEC, upon payment of a duplicating
fee, by writing to: Securities and Exchange Commission, Public Reference
Section, Washington, DC 20549-6009.

The Fund's Investment Company Act registration number is 811-03231.

Page 12 of 12
<PAGE>
SEI LIQUID ASSET TRUST

Administrator:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Investment Adviser:

Wellington Management Company, LLP

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 31,
1999. Prospectuses may be obtained upon request and without charge by writing
the Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania
19456, or by calling 1-800-342-5734. Unless otherwise defined herein,
capitalized terms used herein but not defined shall have the respective meanings
set forth in the Prospectuses.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust................................................................. S-2
Investment Objectives and Policies........................................ S-2
Description of Permitted Investments and Risk Factors..................... S-3
Investment Limitations.................................................... S-9
The Administrator and Transfer Agent...................................... S-11
The Adviser............................................................... S-12
Distribution and Shareholder Servicing.................................... S-13
Trustees and Officers of the Trust........................................ S-14
Performance............................................................... S-16
Purchase and Redemption of Shares......................................... S-18
Shareholder Services (Class D Shares)..................................... S-19
Taxes..................................................................... S-20
Fund Transactions......................................................... S-21
Description of Shares..................................................... S-22
Limitation of Trustees' Liability......................................... S-23
Voting.................................................................... S-23
Shareholder Liability..................................................... S-23
Control Persons and Principal Holders of Securities....................... S-23
Custodian................................................................. S-25
Experts................................................................... S-25
Legal Counsel............................................................. S-26
Financial Statements...................................................... S-26
</TABLE>

October 31, 1999
<PAGE>
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 ("funds") of units of beneficial interest
("shares") and separate classes of funds. 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 Funds: Treasury Securities, Government Securities, Prime Obligation,
Institutional Cash and Money Market Funds (each a "Fund" and, together, the
"Funds"), and any classes of the Funds. Currently the Institutional Cash Fund is
not selling shares.

INVESTMENT OBJECTIVES AND POLICIES

TREASURY SECURITIES FUND--The Treasury Securities Fund seeks to preserve
principal and maintain liquidity while providing current income. Under normal
market conditions, the Fund invests exclusively in U.S. Treasury obligations and
repurchase agreements fully-collaterized by such obligations.

GOVERNMENT SECURITIES FUND--The Government Fund seeks to preserve principal
and maintain liquidity while providing current income. Under normal market
conditions, the Fund invests exclusively in (i) U.S. Treasury obligations; (ii)
obligations issued or guaranteed as to principal and interest by agencies or
instrumentalities of the U.S. Government; and (iii) repurchase agreements
fully-collateralized by such obligations.

PRIME OBLIGATION FUND--The Prime Obligation Fund seeks to preserve principal
and maintain liquidity while providing current income. Under normal market
conditions, the Fund invests exclusively in obligations of U.S. issuers
(excluding foreign branches of U.S. banks or U.S. branches of foreign banks)
consisting of: (i) commercial paper rated, at the time of investment, in the
highest short-term rating category by two or more nationally recognized
statistical rating organizations (each an "NRSO"), or one NRSO if only one NRSO
has rated the security 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 having total assets of $500 million or more as
shown on their last published financial statements at the time of investment and
that are insured by the Federal Deposit Insurance Corporation; (iii) corporate
obligations with a remaining term of not more than 397 days of issuers that
issue commercial paper of comparable priority and security meeting the above
ratings or, if not rated, determined by the Adviser to be of comparable quality;
(iv) short-term obligations issued by state and local governmental issuers which
are rated, at the time of investment, in the highest municipal bond rating
categories by at least two NRSOs, or, if not rated, determined by the Adviser to
be of comparable quality, and which carry yields that are competitive with those
of other types of money market instruments of comparable quality; and (v)
repurchase agreements involving any of the foregoing obligations.

INSTITUTIONAL CASH FUND--The Institutional Cash Fund seeks to preserve
principal and maintain liquidity while providing current income. Under normal
market conditions, the Fund invests exclusively in U.S. Treasury obligations.

MONEY MARKET FUND--The Money Market Fund seeks to preserve principal and
maintain liquidity while providing current income. Under normal market
conditions, the Fund invests in obligations of denominated in U.S. dollars
consisting of: (i) commercial paper rated, at the time of investment, in the
highest short-term rating category by two or more NRSOs, or one NRSO if only one
NRSO has rated the security or, if not rated, determined by the Adviser to be of
comparable quality; (ii) obligations (including

S-2
<PAGE>
certificates of deposit, time deposits, bankers' acceptances and bank notes) of
U.S. savings and loan and thrift institutions, U.S. commercial banks (including
foreign branches of such banks) having total assets of $1 billion or more as
shown on their last published financial statements at the time of investment;
(iii) short-term corporate obligations issued by U.S. and foreign issuers with a
remaining term of not more than 397 days of issuers that issue commercial paper
of comparable priority and security meeting the above ratings; (iv) short-term
obligations issued by state and local governmental issuers which are rated, at
the time of investment, in one of the two highest municipal bond rating
categories by at least two NRSOs, or, if not rated, determined by the Adviser to
be of comparable quality, and which carry yields that are competitive with those
of other types of money market instruments of comparable quality; and (v) U.S.
dollar denominated obligations of foreign governments including Canadian and
Provincial Government and Crown Agency Obligations; (vi) repurchase agreements
involving any of the foregoing obligations.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

ASSET-BACKED SECURITIES--The Prime Obligation and Money Market Funds may
invest in asset-backed securities. Asset-backed securities are securities
secured by non-mortgage assets such as company receivables, truck and auto
loans, leases and credit card receivables. Such securities are generally issued
as pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the United States
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain period by a letter of credit issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holders of the asset-backed
securities. There also is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on those
securities. Asset-backed securities entail prepayment risk, which may vary
depending on the type of asset, but is generally less than the prepayment risk
associated with mortgage-backed securities. In addition, credit card receivables
are unsecured obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

BANKERS' ACCEPTANCES--The Prime Obligation and Money Market Funds may invest
in bankers' acceptances. A banker's acceptance is a bill of exchange or time
draft drawn on and accepted by a commercial bank. Bankers' acceptances are 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--The Prime Obligation and Money Market Funds may
invest in certificates of deposit. A certificate of deposit is a negotiable,
interest-bearing instrument with a specific maturity. Certificates of deposit
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.

COMMERCIAL PAPER--The Prime Obligation and Money Market Funds 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"),

S-3
<PAGE>
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

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.

FIXED INCOME SECURITIES--Fixed income securities are debt obligations issued
by corporations, municipalities and other borrowers. The market value of a
Fund's fixed income investments will change in response to interest rate changes
and other factors. During periods of falling interest rates, the values of
outstanding fixed income securities generally rise. Conversely, during periods
of rising interest rates, the values of such securities generally decline.
Securities with longer maturities are subject to greater fluctuations in value
than securities with shorter maturities. Fixed income securities rated in the
fourth highest rating category lack outstanding investment characteristics, and
have speculative characteristics as well. Changes by an NRSRO in the rating of
any fixed income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Changes in
the value of a Fund's securities will not affect cash income derived from these
securities but will affect the Fund's net asset value.

Securities held by a Fund that are guaranteed by the U.S. Government, its
agencies or instrumentalities guarantee only the payment of principal and
interest, and do not guarantee the securities' yield or value or the yield or
value of a Fund's shares.

S-4
<PAGE>
There is a risk that the current interest rate on floating and variable rate
instruments may not accurately reflect existing market interest rates.

FOREIGN SECURITIES--The Money Market Fund may invest in U.S. dollar
denominated obligations of foreign issuers, including foreign branches of U.S.
commercial banks, and of U.S. and London branches of foreign banks. These
instruments may subject the Fund 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. Although the Fund's foreign
securities will be denominated in U.S. dollars, their value may be impacted by
the exchange rate between the U.S. dollar and the foreign currency of the
issuer.

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

ILLIQUID SECURITIES--Illiquid securities are securities which cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. Illiquid securities include demand
instruments with demand notice periods exceeding seven days, securities for
which there is no active secondary market, and repurchase agreements with
maturities of more than seven days in length.

MUNICIPAL SECURITIES--The Prime Obligation and Money Market Funds may invest
in Municipal Securities. The two principal classifications of Municipal
Securities are "general obligation" and "revenue" issues. General obligation
issues are issues involving the credit of an issuer possessing taxing power and
are

S-5
<PAGE>
payable from the issuer's general unrestricted revenues, although the
characteristics and method of enforcement of general obligation issues may vary
according to the law applicable to the particular issuer. Revenue issues are
payable only from the revenues derived from a particular facility or class of
facilities or other specific revenue source. A Fund may also invest in "moral
obligation" issues, which are normally issued by special purpose authorities.
Moral obligation issues are not backed by the full faith and credit of the state
but are generally backed by the agreement of the issuing authority to request
appropriations from the state legislative body. Municipal Securities include
debt obligations issued by governmental entities to obtain funds for various
public purposes, such as the construction of a wide range of public facilities,
the refunding of outstanding obligations, the payment of general operating
expenses, and the extension of loans to other public institutions and
facilities. Certain private activity bonds that are issued by or on behalf of
public authorities to finance various privately-owned or operated facilities are
included within the term "Municipal Securities." Private activity bonds and
industrial development bonds are generally revenue bonds, the credit and quality
of which are directly related to the credit of the private user of the
facilities.

Municipal Securities may also include general obligation notes, tax
anticipation notes, bond anticipation notes, revenue anticipation notes, project
notes, certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of tax funds, the proceeds of bond placements or other revenues. Project notes
are issued by a state or local housing agency and are sold by the Department of
Housing and Urban Development. While the issuing agency has the primary
obligation with respect to its project notes, they are also secured by the full
faith and credit of the United States through agreements with the issuing
authority which provide that, if required, the federal government will lend the
issuer an amount equal to the principal of and interest on the project notes.

The quality of Municipal Securities, both within a particular classification
and between classifications, will vary, and the yields on Municipal Securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
nationally recognized statistical rating organization ("NRSRO") are general and
are not absolute standards of quality. Municipal Securities with the same
maturity, interest rate and rating(s) may have different yields, while Municipal
Securities of the same maturity and interest rate with different rating(s) may
have the same yield.

An issuer's obligations under its Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its Municipal Securities may be
materially adversely affected by litigation or other conditions.

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 credit risk and are generally referred to as "gilt
edge." Interest payments are protected by a large, or an exceptionally stable,
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

S-6
<PAGE>
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 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 rated 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.

MUNICIPAL NOTE RATINGS--Moody's highest rating for state and municipal and
other short-term notes is MIG-1 and VMIG-1. Short-term Municipal Securities
rated MIG-1 or VMIG-1 are of the best quality and such securities have strong
protection afforded by established cash flows, superior liquidity support and/or
demonstrated access to the market for refinancing. Short-term Municipal
Securities rated MIG-2 and VMIG-2 are of high quality and their margins of
protection are ample, although not so large as in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment.

- Amortization schedule (the larger the final maturity relative to other
maturities, the more likely it will be treated as a note).

- Source of payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

Note rate symbols are as follows:

SP-1. Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

REPURCHASE AGREEMENTS--The Treasury Securities, Government Securities, Prime
Obligation, and Money Market Funds may enter into repurchase agreements, which
are agreements under which

S-7
<PAGE>
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 Fund involved bears a risk of loss in the event that the other
party to a repurchase agreement defaults on its obligations and the Fund is
delayed or prevented from exercising its rights to dispose of the securities
held as collateral. Wellington Management Company, LLP (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 Funds 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 Funds 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 Funds, the Funds will take actual or
constructive possession of the underlying collateral. However, if the seller
defaults, the Funds 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 involved in bankruptcy or
insolvency proceedings, the Funds may incur delay and costs in selling the
security and may suffer a loss of principal and interest if the Funds are
treated as an unsecured creditor. Repurchase Agreements are considered loans
under the 1940 Act.

SUPRANATIONAL AGENCY OBLIGATIONS--The Money Market Fund may invest in
supranational agency obligations. Supranational agency obligations are debt
obligations established through the joint participation of several governments,
and include the Asian Development Bank, Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Economic Community, European Investment Bank, and the
Nordic Investment Bank.

TIME DEPOSITS----A time deposit is a non-negotiable receipt issued by a bank
in exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with maturities of more than seven
days are considered to be illiquid.

U.S. GOVERNMENT AGENCY OBLIGATIONS--The Government Securities, Prime
Obligation, and Money Market Funds 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 Funds may purchase securities guaranteed
by the GNMA, 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, Fannie Mae 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 (in
which all Funds permitted to invest in agencies' securities may invest) 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., Fannie Mae
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. Guarantees as to the timely payment of principal and interest do not
extend to the value or yield of these securities nor to the value of the Fund's
shares. The Funds do not intend to purchase securities issued by the World Bank,
the Inter-American Development Bank or the Asian Development Bank.

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.

U.S. TREASURY STRIPS--U.S. Treasury 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

S-8
<PAGE>
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 investments.

VARIABLE OR FLOATING RATE INSTRUMENTS--Certain of the Funds may invest in
variable or floating rate instruments. These securities may involve a demand
feature and may include variable amount master demand notes that may be backed
by bank letters of credit. 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 long-term bond or commercial paper
ratings applicable to the Fund's permitted investments. 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.

WHEN-ISSUED SECURITIES--Each Fund may invest in when-issued securities.
These securities involve the purchase of debt obligations on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of commitment to purchase. The Funds will make commitments to
purchase obligations on a when-issued basis only with the intention of actually
acquiring the securities, but may sell them before the settlement date.
When-issued securities are subject to market fluctuation, and no interest
accrues to the purchaser during the period prior to settlement. The payment
obligation and the interest rate that a Fund will receive on the securities are
each fixed at the time the Fund enters into the commitment. Purchasing
obligations on a when-issued basis is a form of leveraging and can involve a
risk that the yields available in the market when delivery takes place may
actually be higher than those obtained in the transaction itself, in which case
the Fund could experience an unrealized loss at the time of delivery.

Segregated accounts comprised of cash or liquid securities will be
established with the custodian for a Fund in an amount at least equal in value
to each such Fund's commitments to purchase when-issued securities. If the value
of these assets declines, the appropriate Fund will place additional liquid
assets in the account on a daily basis so that the value of the assets in the
account is equal to the amount of such commitments.

YEAR 2000

The Trust depends on the smooth functioning of computer systems in almost
every aspect of its business. Like other mutual funds, business and individuals
around the world, the Trust could be adversely affected if the computer systems
used by its service providers do not properly process dates on and after January
1, 2000 and distinguish between the year 2000 and the year 1900. The Trust has
asked its mission critical service providers whether they expect to have their
computer systems adjusted for the year 2000 transition, and have sought and
received assurances from each that its system is expected to accommodate the
year 2000 without material adverse consequences to the Trust. The Trust and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or third parties, such as custodians, banks, broker-dealers
or others with which the Trust does business.

FUNDAMENTAL INVESTMENT LIMITATIONS

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

No Fund may:

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 total assets of the Fund
(based on fair market value at the time of investment) would be invested in

S-9
<PAGE>
the securities of such issuer: provided, however, that the Fund 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 Fund 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 Fund. 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 Fund and any interest
paid on such borrowings will reduce the income of the Fund.

4. Make loans, except that any Fund 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 Fund's total assets.

5. 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 Fund taken at fair market value at the
time such loan is incurred.

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

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

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

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

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

11. 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 Funds are prohibited from acquiring the
securities of other investment companies if, as a result of such
acquisition, a Fund 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 Fund assets; or securities (other than
treasury stock) issued by all investment companies represent more than 10%
of the total assets of a Fund. These investment companies typically incur
fees that are separate from those fees incurred directly by a Fund. A Fund's
purchase of such investment companies results in the layering of expenses
such that shareholders would indirectly bear a proportionate share of such
investment companies' expenses, including advisory fees.

12. 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.

13. 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 of 1% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than of 1% of such shares or securities
together own more than 5% of such shares or securities.

14. 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

S-10
<PAGE>
recognized municipal bond rating services, if, as a result, more than 5% of
the total assets (taken at fair market value) of the Fund would be invested
in such securities.

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

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

17. 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 Obligation Funds must maintain an
average dollar-weighted Fund maturity of 90 days or less.

THE ADMINISTRATOR

The Trust and SEI Investment Funds Management ("SEI Management" or the
"Administrator") have entered into a Management Agreement (the "Management
Agreement"). The Management Agreement, provides that SEI Investments 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 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 Administrator 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 Administrator, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation
("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI
Investments"), is the owner of all beneficial interest in the Administrator. SEI
Investments and its subsidiaries and affiliates, including the Administrator,
are leading providers of funds evaluation services, trust accounting systems,
and brokerage and information services to financial institutions, institutional
investors, and money managers. The Administrator and its affiliates also serve
as administrator or sub-administrator to the following other mutual funds: The
Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds,
The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CNI Charter Funds, CUFUND, The Expedition Funds,
First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis
Funds, Oak Associates Funds, The Parkstone Advantage Fund, The PBHG Funds, Inc.,
PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust,
SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax
Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds, and UAM
Funds, Inc. II Funds.

The Administrator has agreed contractually to waive its fee in order to
limit operating expenses of the Funds to not more than .44% of average net
assets of the Class A shares and .84% of average net assets of

S-11
<PAGE>
the Class D shares. As to the Institutional Cash Fund 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 Administrator will not be
required to bear expenses of any Fund to an extent which would result in the
Fund'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.

For the fiscal years ended June 30, 1997, 1998 and 1999, the Funds paid fees
to the Administrator as follows:

<TABLE>
<CAPTION>
MANAGEMENT FEES PAID MANAGEMENT FEES WAIVED
--------------------------------------------- ---------------------------------------------
1997 1998 1999 1997 1998 1999
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Treasury Securities Fund............ $ 2,666,177 $ 2,584,546 $ $ 383,785 $ 270,932 $
Government Securities Fund.......... $ 676,893 $ 496,201 $ $ 42,733 $ 50,528 $
Prime Obligation Fund............... $ 3,030,793 $ 3,583,757 $ $ 418,795 $ 338,143 $
Institutional Cash Fund............. $ 7,595 $ -- $ $ -- $ -- $
Money Market Fund................... * * $ * * $
</TABLE>

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

* Not in operation during such period.

THE ADVISER

The Trust and Wellington Management Company, LLP ("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.

WMC serves as the investment adviser for each Fund. 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. Under the advisory agreement, the Adviser invests
the assets of the Funds and continuously reviews, supervises and administers
each Fund's investment program. The Adviser is independent of the Administrator
and SEI and discharges its responsibilities subject to the supervision of, and
policies set by, the Trustees of the Trust.

The Adviser and its predecessor organizations have provided investment
advisory services to investment companies since 1928 and to investment
counseling clients since 1960. As of October 1, 1999, the Adviser had
discretionary management authority with respect to approximately $ billion of
assets, including the assets of the Trust and SEI Liquid Asset Trust, each an
open-end management investment company administered by the Administrator. The
principal address of the Adviser is 75 State Street, Boston, Massachusetts
02109. WMC is a Massachusetts limited liability partnership whose managing
partners are Robert W. Doran, Duncan M. McFarland and John R. Ryan.

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 Fund 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 Fund, by a majority of the outstanding shares of that Fund, 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 Funds based
upon their relative net assets.

S-12
<PAGE>
For the fiscal years ended June 30, 1997, 1998, and 1999 the Funds paid the
Adviser advisory fees as follows:

<TABLE>
<CAPTION>
ADVISORY FEES PAID
---------------------------------------------
1997 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
Treasury Securities Fund.......................... $ 261,109 $ 243,175 $
Government Securities Fund........................ $ 61,539 $ 46,569 $
Prime Obligation Fund............................. $ 296,290 $ 334,016 $
Institutional Cash Fund........................... $ -- $ -- $
Money Market Fund................................. * * $
</TABLE>

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

* Not in operation during such period.

DISTRIBUTION AND SHAREHOLDER SERVICING

The Trust has adopted a Distribution Agreement for the Funds dated November
29, 1982. The Trust has also adopted a Class D Distribution Plan (the "Class D
Plan") for the Treasury Securities Fund 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 Fund. 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 Fund. 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.

Except to the extent that the Administrator and/or Adviser benefitted
through increased fees from an increase in the net assets of the Trust which may
have resulted in part from the expenditures, no interested person of the Trust
nor any Trustee of the Trust who is not an interested person of the Trust has or
had a direct or indirect financial interest in the operation of any of the
distribution plans or related agreements.

Although banking laws and regulations prohibit banks from distributing
shares of open-end investment companies such as the Trust, according to an
opinion issued to the staff of the Securities and Exchange Commission ("SEC") by
the Office of the Controller of the Currency, financial institutions are not
prohibited from acting in other capacities for investment companies, such as
providing shareholder services. Should future legislative, judicial or
administrative action prohibit or restrict the activities of financial
institutions in connection with providing shareholder services, the Trust may be
required to alter materially or discontinue its arrangements with such financial
institutions.

The Funds 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.

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<PAGE>
For the fiscal year ended June 30, 1999, the Funds incurred the following
12b-1 expenses:

<TABLE>
<CAPTION>
AMOUNT PAID TO
3RD PARTIES BY
TOTAL 12b-1 SIDCO
TOTAL 12b-1 EXPENSES AS A FOR DISTRIBUTOR
FUND/CLASS EXPENSES % OF NET ASSETS RELATED SERVICES
- ------------------------------------------------------------------ ------------- ------------------- -------------------
<S> <C> <C> <C>

CLASS D
Treasury Securities Fund........................................ $ % $
</TABLE>

TRUSTEES AND OFFICERS 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.

The Trustees and Executive Officers of the Trust, their respective dates of
birth, 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 each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select
Funds, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CUFUND, The Expedition Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Strategy Funds,
Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates
Funds, The Parkstone Advantage Fund, The Parkstone Group of Funds, The PBHG
Funds, Inc., PBHG Insurance Series, Inc., The Pillar Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International
Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic
Variable Trust, and TIP Funds, each of which is an open-end management
investment company managed by SEI Investments Fund Management or its affiliates
and distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of, the Administrator and the
Distributor, 1981-1994, Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, Boston 1784 Funds-Registered Trademark-, The Expedition Funds, Marquis
Funds-Registered Trademark-, Oak Associates Funds, Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Institutional
International Trust, SEI Insurance Products Trust and SEI Tax Exempt Trust.

WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
SEI Investments, the Administrator and the Distributor, Director and Secretary
of SEI Investments and Secretary of, the Administrator and the Distributor,
Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition
Funds, Marquis Funds-Registered Trademark-, Oak Associates Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Fund, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Institutional
International Trust and SEI Tax Exempt Trust.

F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County
Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor,
Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc.,
since July 1984. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI

S-14
<PAGE>
Institutional International Trust, SEI Insurance Products Trust, SEI Tax Exempt
Trust, STI Classic Funds and STI Classic Variable Trust.

JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund,
The Arbor Fund, The Expedition Funds, Marquis Funds-Registered Trademark-, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Insurance Products Trust and SEI Tax
Exempt Trust.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991-December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995, Trustee of
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Insurance Products Trust and SEI Tax
Exempt Trust.

EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive
Officer--Executive Vice President and President--Asset Management Division of
SEI Investments and the Administrator since 1997.

TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law
firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994.

LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments Company since 1997; Assistant Controller
of SEI Investments Company since 1995; Vice President of SEI Investments Company
since 1991.

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, the
Administrator and the Distributor since August 1997. Branch Chief, Division of
Enforcement, U.S. Securities and Exchange Commission, January 1995-August 1997.
Senior Counsel--Division of Enforcement, U.S. Securities and Exchange
Commission, September 1992-January 1995.

KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments, the
Administrator and the Distributor since 1994. Assistant Secretary of SEI
Investments since 1992; Secretary of the Administrator since 1994. Vice
President, General Counsel and Assistant Secretary of the Administrator and the
Distributor, 1992-1994.

LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.
(1997-1998). Partner, Groom and Nordberg, Chartered, 1996-1997. Associate
General Counsel, Riggs Bank, N.A., 1991-1995.

RICHARD W. GRANT (DOB 10/25/45)--Secretary--1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm) since
1989, counsel to the Trust, SEI Investments, the Administrator and the
Distributor.

MARK. E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Investments Mutual Fund
Services and Vice President of the Administrator since 1996. Vice President of
the Distributor since December 1997. Vice President, Fund

S-15
<PAGE>
Accounting, BISYS Fund Services September 1995 to November 1996, Senior Vice
President and Site Manager, Fidelity Investments 1981 to September 1995.

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 SEI
Management.

The following table sets forth information about the compensation paid to
the Trustees for the fiscal year ended June 30, 1999:

<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT TOTAL
COMPENSATION BENEFITS ESTIMATED COMPENSATION FROM
FROM ACCRUED ANNUAL REGISTRANT AND
REGISTRANT AS PART OF BENEFITS FUND COMPLEX PAID TO
FOR FYE FUND UPON DIRECTORS FOR FYE
NAME OF PERSON AND POSITION 6/30/99 EXPENSES RETIREMENT 6/30/99
- --------------------------------------------- ------------ ----------- ---------- -----------------------
<S> <C> <C> <C> <C>
Robert A. Nesher, Trustee*................... $-- N/A N/A $ --
William M. Doran, Trustee*................... $-- N/A N/A $ --
F. Wendell Gooch, Trustee**.................. $ N/A N/A $ on services on 8
boards
Frank E. Morris, Trustee**+.................. $ N/A N/A $ on service on 8
boards
James M. Storey, Trustee**................... $ N/A N/A $ on service on 8
boards
George J. Sullivan, Trustee**................ $ N/A N/A $ on services on 8
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.

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

+Mr. Morris was retired as of December 31, 1998.

Mr. Edward W. Binshadler is a Trustee Emeritus of the Trust. Mr. Binshadler
serves as a consultant to the Audit Committee and receives as compensation,
$5,000 per Audit Committee meeting attended.

PERFORMANCE

From time to time, each Fund 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 Fund 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 Funds 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 Fund invests in, changes in interest rates
on money market instruments, changes in the expenses of the Funds and other
factors.

S-16
<PAGE>
Yields are one basis upon which investors may compare the Funds 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, 1999 the Funds' yield and effective
yield were as follows:

<TABLE>
<CAPTION>
FUND/CLASS CLASS CURRENT EFFECTIVE
- -------------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Treasury Securities............................... Class A
Class D
Government Securities............................. Class A
Prime Obligation.................................. Class A
Institutional Cash................................ Class A
Money Market...................................... Class A
</TABLE>

The total return of a Fund refers to the average compounded rate of return
for a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Fund commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P(1 + T) TO THE POWER OF n = ERV, where P = a hypothetical
initial payment of $1,000; T = average annual total return; n = number of years;
and ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the designated time period as of the end of such period.

Based on the foregoing, the average annual total returns for the Funds from
inception through January 31, 1999 and for the one, five and ten year periods
ended January 31, 1999 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
--------------------------------------------
SINCE
FUND CLASS ONE YEAR FIVE YEAR TEN YEAR INCEPTION
- --------------------------- ----------------------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
</TABLE>

DETERMINATION OF NET ASSET VALUE

Securities of the Funds 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 Fund would receive
if it sold the instrument. During periods of declining interest rates, the daily
yield of a Fund 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 Fund 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 Fund
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 Fund 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 Fund 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

S-17
<PAGE>
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 Fund'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 Fund's
total assets or $1 million.

The regulations also require the Trustees to establish procedures which are
reasonably designed to stabilize the net asset value per unit at $1.00 for each
Fund. 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 Fund's current net asset value per unit calculated
using available market quotations from each Fund'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 Fund incurs a significant
loss or liability, the Trustees have the authority to reduce pro rata the number
of shares of that Fund 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, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in kind of readily marketable securities held
by a Fund in lieu of cash. Shareholders may incur brokerage charges on the sale
of any such securities so received in payment of redemptions. However, a
shareholder will at all times be entitled to aggregate cash redemptions from all
Portfolios of the Trust during any 90-day period of up to the lesser of $250,000
or 1% of the Trust's net assets.

A gain or loss for federal income tax purposes may be realized by a taxable
shareholder upon an in-kind redemption depending upon the shareholder's basis in
the shares of the Trust redeemed.

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 Fund 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.

S-18
<PAGE>
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.

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 Funds 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 Fund 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 Funds may be automatically invested in shares of one of the
Funds if shares of the Fund 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 Funds 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 Funds has a one-time right to reinvest the redemption proceeds in shares of
the Fund 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 Fund 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 Institutional International Trust and SEI
Institutional Managed Trust or at their net asset value for Class D shares of
other Funds 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 Fund'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.

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 Fund to be exchanged and the purchase of the
shares of the other Fund. Any gain or loss on the redemption of the

S-19
<PAGE>
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
Funds, and thus the purchase of shares of the other Funds, may be delayed for up
to seven days if the Funds determine that such delay would be in the best
interest of all of its shareholders. Investment dealers which have satisfied
criteria established by the Funds may also communicate a shareholder's Exchange
Request to the Funds 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 additional federal tax
considerations generally affecting the Funds and their shareholders that are not
described in the Funds' prospectuses. No attempt is made to present a detailed
explanation of the federal, state or local tax treatment of the Funds or their
shareholders and the discussion here and in the Funds' prospectuses is not
intended as a substitute for careful tax planning.

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 Fund 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
Funds expects to eliminate or reduce to a nominal amount the federal income
taxes to which such Fund may be subject.

In order to qualify for treatment as a RIC, a Fund 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 the excess of net short-term capital gain
over net long-term capital loss) (the "Distribution Requirement") and also must
meet several additional requirements. Among these requirements are the
following: (i) at least 90% of a Fund's gross income each taxable 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) at the close of each quarter of a Fund'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 Fund's assets and that does not represent
more than 10% of the outstanding voting securities of such issuer; and (iii) at
the close of each quarter of a Fund'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 Fund owns at least 20% of the voting power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund 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
Fund 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

S-20
<PAGE>
losses) for the one-year period ending on October 31 of that year, plus certain
other amounts. Each Fund intends to make sufficient distributions to avoid
liability for the federal excise tax. A Fund may in certain circumstances be
required to liquidate Fund investments in order to make sufficient distributions
to avoid federal excise tax liability at a time when the investment advisor
might not otherwise have chosen to do so, and liquidation of investments in such
circumstances may affect the ability of a Fund to satisfy the requirements for
qualification as a RIC.

Any gain or loss recognized on a sale, exchange or redemption of shares of a
Fund by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than twelve months, and otherwise will be treated
as short-term capital gain or loss. However, if shares on which a shareholder
has received a net capital gain distribution are subsequently sold, exchanged or
redeemed and such shares have been held for six months or less, any loss
recognized will be treated as long-term capital loss to the extent of the net
capital gain distribution. Long-term capital gains are currently taxed at a
maximum rate of 20% and short-term capital gains are currently taxed at ordinary
income tax rates.

If a Fund 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) generally will be taxable as ordinary income dividends to its
shareholders, subject to the dividends received deduction for corporate
shareholders.

A Fund will be required in certain cases to withhold and remit to the United
States Treasury 31% of amounts payable to any shareholder who (1) has provided
the Fund either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to properly report such payments of interest or dividends, or (3) who has failed
to certify to the Fund that such shareholder is not subject to backup
withholding.

Rules of state and local taxation of dividend and capital gains
distributions from RICs often differ from the rules for federal income taxation
described above. Shareholders are urged to consult their tax advisers as to the
consequences of these and other state and local tax rules affecting an
investment in the Trust.

STATE TAXES

A Fund 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 Fund to shareholders and the ownership of shares
may be subject to state and local taxes. Shareholders should consult their own
tax advisers regarding the affect of federal, state and local taxes in their own
individual circumstances.

FUND TRANSACTIONS

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 Fund 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.

It is expected that certain of the Funds may execute brokerage or other
agency transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934
and rules of the SEC. Under these provisions, the Distributor is permitted

S-21
<PAGE>
to receive and retain compensation for effecting portfolio transactions for a
Fund on an exchange if a written contract is in effect between the Distributor
and the Trust expressly permitting the Distributor to receive and retain such
compensation. These provisions further require that commissions paid to the
Distributor by the Trust for exchange transactions not exceed "usual and
customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time." In addition, the Fund may direct commission business to one or more
designated broker-dealers, including the Distributor, in connection with such
broker-dealer's payment of certain of the Fund's expenses. The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.

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 Funds 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 Funds 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 Fund 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.

The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. For the Trust's fiscal years ended June 30,
1997, 1998 and 1999, no brokerage fees were paid.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Fund, each of which represents an equal proportionate interest in
that Fund. Each share of a Fund upon liquidation of that Fund entitles a
shareholder to a pro rata share in the net assets of that Fund, after taking
into account certain distribution expenses. Shareholders have no preemptive
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional portfolio of shares or classes of portfolio. Any consideration
received by the Trust for shares of any additional Fund and assets in which such
consideration is invested would belong to that Fund 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

S-22
<PAGE>
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.

VOTING

Where the prospectuses for the Funds or this Statement of Additional
Information state that an investment limitation or a fundamental policy may not
be changed without shareholder approval, such approval means the vote of (i) 67%
or more of the Fund's shares present at a meeting if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy,
or (ii) more than 50% of the Fund's outstanding shares, whichever is less.

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.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of October 1, 1999, 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 Funds. 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 FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- -------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Lebanon Valley National Bank......................
Attn: Cathy Hirschbock
P.O. Box 448
Lebanon, Pennsylvania 17042-0448

The Farmers Company...............................
c/o Farmers First Bank-Lititz
Attn: Wendy Basehoar
P.O. Box 1000
Lititz, Pennsylvania 17543-7000

Repub & Co........................................
c/o Imperial Trust Company
Attn: Shirley Matthews
201 N. Figueroa Street, #610
Los Angeles, California 90012-2629
</TABLE>

S-23
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- -------------------------------------------------- ---------------- ---------------
<S> <C> <C>
City National Bank As Fiduciary for Various
Accounts..........................................
Attn: Richard Bolokowicz
400 N. Roxbury Drive, 7th Floor
Beverly Hills, California 90210-5021

The Fulton Company................................
c/o Fulton Bank Trust Dept.
Attn: Dennis Patrick
One Penn Square
Lancaster, Pennsylvania 17602-2853

Smith & Co........................................
c/o First Security Bank of Utah, N.A.
Attn: Money Market/Mutual Fund Desk
P.O. Box 25297
Salt Lake City, Utah 84125-0297

First Security Bank of Utah, N.A..................
Cash Management (Cash Sweep Account)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, Utah 84111-1909
</TABLE>

GOVERNMENT SECURITIES FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- -------------------------------------------------- ---------------- ---------------
<S> <C> <C>
SEI Trust Company.................................
c/o SEI Corporation
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, Pennsylvania 19456-1100

United Jersey Bank................................
Attn: Joe Guittari
210 Main Street, 7th Floor
Hackensack, New Jersey 07601-7372

Torrington Savings Bank...........................
Attn: Richard Kittredge
P.O. Box 478
Torrington, Connecticut 06790-0478

Westwood Trust....................................
Attn: Operations
200 Crescent Court, Suite 300
Dallas, Texas 75201-7838

First National Bank of Commerce...................
Attn: Trust Accounting/Cash Management
925 Common Street
New Orleans, Louisiana 70112-2336

CoreStates Bank...................................
Broad And Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101
</TABLE>

S-24
<PAGE>
PRIME OBLIGATION FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- -------------------------------------------------- ---------------- ---------------
<S> <C> <C>
BHC Securities Inc................................
Attn: Cash Sweeps Dept.
2005 Market Street
One Commerce Square, 11th Floor
Philadelphia, Pennsylvania 19103-7042

SEI Trust Company.................................
c/o SEI Corporation
Attn: Sandra Crawford
P.O. Box 1100
Oaks, Pennsylvania 19456-1100

Repub & Co........................................
c/o Imperial Trust Company
Attn: Shirley Matthews
201 N. Figueroa Street, #610
Los Angeles, California 90012-2629

F&M Company.......................................
c/o F&M Bank-Winchester
Attn: Roxanne Caniford
P.O. Box 2800
Winchester, Virginia 22604-2000

Smith & Co........................................
c/o First Security Bank of Utah, N.A.
Attn: Money Market/Mutual Fund Desk
P.O. Box 25297
Salt Lake City, Utah 84125-0297

First Security Bank of Utah, N.A..................
Cash Management (Cash Sweep Account)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, Utah 84111-1909
</TABLE>

CUSTODIAN

First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618
Philadelphia, Pennsylvania 19101 (the "Custodian"), serves as Custodian of the
Trust's asset and as wire agent of the Trust. The Custodian holds cash,
securities and other assets of the Trust as required by the 1940 Act.

EXPERTS

, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

LEGAL COUNSEL

Morgan, Lewis & Bockius serves as counsel to the Trust.

FINANCIAL STATEMENTS

S-25
<PAGE>
PART C. OTHER INFORMATION

ITEM 23. EXHIBITS:

<TABLE>
<S> <C>
(a) Registrant's Agreement and Declaration of Trust as originaly 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 Exhibit 1 of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
(b)(1) 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 Exhibit 2(a) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
(b)(2) Amended By-Laws are incorporated by reference to Exhibit 2(b) of
Post-Effective Amendment No. 21 filed with the SEC on October 30, 1997.
(c) Not applicable.
(d)(1) 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 Exhibit 5(a) of Post-Effective Amendment No. 19 filed with
the SEC on October 30, 1995.
(d)(2) Consent to Assignment and Assumption between SEI Financial Management
Corporation and SEI Fund Management dated August 21, 1996 is incorporated
by reference to Exhibit 5(b) of Post-Effective Amendment No. 20 filed with
the SEC on August 28, 1996.
(e) 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 Exhibit 6 of Post-Effective Amendment No. 19 filed with the
SEC on October 30, 1995.
(f) Not applicable.
(g)(1) 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 Exhibit 8(a) of Post-Effective Amendment No. 19 filed with
the SEC on October 30, 1995.
(g)(2) 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 Exhibit 8(b) of Post-Effective Amendment No. 19 filed with
the SEC on October 30, 1995.
(h) 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 Exhibit 9 of Post-Effective Amendment No. 19 filed with
the SEC on October 30, 1995.
(i) Opinion and Consent of Counsel is incorporated by reference to Exhibit 10 of
Post-Effective Amendment No. 21, filed with the SEC on October 30, 1997.
(j) Not applicable.
(k) Not applicable.
</TABLE>

C-1
<PAGE>
<TABLE>
<S> <C>
(l) Not applicable.
(m)(1) 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 Exhibit 15(a) of Post-Effective Amendment No.
19 filed with the SEC on October 30, 1995.
(m)(2) 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 Exhibit 15(b) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
(m)(3) Amended and Restated Distribution Plan is incorporated by reference to
Exhibit 15(c) of Post-Effective Amendment No. 20 filed with the SEC on
August 28, 1996.
(m)(4) Shareholder Service Plan and Agreement with respect to the Class D shares is
incorporated by reference to Exhibit 15(d) of Post-Effective Amendment No.
20 filed with the SEC on August 28, 1996.
(n) Not applicable.
(o)(1) Rule 18f-3 Plan is incorporated by reference to Exhibit 18(a) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
(o)(2) Amendments to Rule 18f-3 Plan are incorporated by reference to Exhibit 18(b)
of Post-Effective Amendment No. 20 filed with the SEC on August 28, 1996.
(p) Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch,
Frank E. Morris, Mark E. Nagle, Edward D. Loughlin, George J. Sullivan,
Jr. and James M. Storey are incorporated by reference to Exhibit 24 of
Post-Effective Amendment No. 22 filed with the SEC on October 23, 1998.
</TABLE>

ITEM 24. 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 Investments Company which also controls the distributor of the
Registrant, SEI Investments Distribution Co., and other corporations engaged in
providing various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.

ITEM 25. 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 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.

C-2
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

Wellington Management Company, LLP ("Wellington") is the Adviser for each of
the Registrant's Funds. The principal business address of is 75 State Street,
Boston, Massachusetts 02109. Wellington is an investment adviser registered
under the Adviser Act.

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ------------------------------ -------------------------- --------------------------
<S> <C> <C>
Kenneth Lee Abrams -- --
General Partner

Nicholas Charles Adams -- --
General Partner

Rand Charles Alexander -- --
General Partner

Deborah Louise Allison -- --
General Partner

James Halsey Averill -- --
General Partner

Karl E. Bandtel -- --
General Partner

Marie-Claude Petit Bernal -- --
General Partner

William Nicholas Booth -- --
General Partner

Paul Braverman -- --
General Partner

Robert A. Bruno -- --
General Partner

Pamela Dippel -- --
General Partner

Robert Wren Doran Wellington Trust Company, Director & Chairman of the
General Partner NA Board and of the
Executive Committee

Charles Townsend Freeman -- --
General Partner

Laurie Allen Gabriel -- --
General Partner

Frank Joseph Gilday, III -- --
General Partner

John Herrick Gooch Wellington Management Partner
General Partner International

Wellington Trust Company, Director & Vice President
NA

Nicholas Peter Greville Wellington Management Partner
General Partner International
</TABLE>

C-3
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ------------------------------ -------------------------- --------------------------
<S> <C> <C>
Paul J. Hammel -- --
General Partner

William Claude Sandifer Hicks -- --
General Partner

Paul David Kaplan -- --
General Partner

John Charles Keogh -- --
General Partner

George Cabot Lodge, Jr. -- --
General Partner

Nancy T. Lukitsh Wellington Trust Company, Director & Vice President
General Partner NA

Mark T. Lynch -- --
General Partner

Christine Smith Manfredi -- --
General Partner

Patrick John McCloskey -- --
General Partner

Earl Edward McEvoy -- --
General Partner

Duncan Mathieu McFarland Wellington Management Partner
General Partner International

Wellington Trust Company, Director & Vice Chairman
NA

Paul Mulford Mecray, III -- --
General Partner

Matthew Edward Megargel -- --
General Partner

James Nelson Mordy -- --
General Partner

Diane Carol Nordin -- --
General Partner

Stephen T. O'Brien -- --
General Partner

Edward Paul Owens -- --
General Partner

Saul Joseph Pannell -- --
General Partner

Thomas Louis Pappas -- --
General Partner

David Minter Parker -- --
General Partner
</TABLE>

C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ------------------------------ -------------------------- --------------------------
<S> <C> <C>
Jonathan Martin Payson Wellington Trust Company, Director & President
General Partner NA

Stephen Michael Pazuk Wellington Management Partner
General Partner International

Robert Douglas Rands -- --
General Partner

Eugene Edward Record, Jr. -- --
General Partner

James Albert Rullo -- --
General Partner

John Robert Ryan -- --
General Partner

Joseph Harold Schwartz -- --
General Partner

Theodore Shasta -- --
General Partner

Binkley Calhoun Shorts -- --
General Partner

Trond Skramstad -- --
General Partner

Catherine Anne Smith -- --
General Partner

Stephen Albert Soderberg -- --
General Partner

Brendan James Swords -- --
General Partner

Harriett Tee Taggart -- --
General Partner

Perry Marques Traquina -- --
General Partner

Gene Roger Tremblay -- --
General Partner

Mary Ann Tynan -- --
General Partner

Clare Villari -- --
General Partner

Ernst Hans von Metzsch -- --
General Partner

James Leland Walters Wellington Trust Company, Director, Senior Trust
General Partner NA Officer & Trust Counsel

Kim Williams -- --
General Partner
</TABLE>

C-5
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ------------------------------ -------------------------- --------------------------
<S> <C> <C>
Francis Vincent Wisneski, Jr. -- --
General Partner
</TABLE>

ITEM 27. 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 Investments Distribution Co. (the
"Distributor"), acts as distributor for:

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 Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 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
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Fund May 1, 1999

The Distributor 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").

C-6
<PAGE>
(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 Oaks, PA 19456. The Manager, a Delaware business
trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI
Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of SEI
Investments Company ("SEI Investments"), is the owner of all beneficial interest
in the Manager. SEI Investments and its subsidiaries and 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 administrator or sub-administrator to the following
other mutual funds: The Achievements Funds Trust, The Advisors' Inner Circle
Fund, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CNI Charter Funds, CrestFunds, Inc., CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The
Nevis Funds, Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series
Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI
Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds and
Alpha Select Funds.

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --

Henry H. Greer Director --

Carmen V. Romeo Director --

Mark J. Held President & Chief Operating Officer --

Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert M. Silvestri Chief Financial Officer & Treasurer --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President & General Counsel Vice President &
Assistant Secretary

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

S. Courtney E. Collier Vice President & Assistant Secretary --

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --
</TABLE>

C-7
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary

Greg Gettinger Vice President & Assistant Secretary --

Kathy Heilig Vice President --

Jeff Jacobs Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President Controller & Chief
Financial Officer

Joanne Nelson Vice President --

Cynthia M. Parrish Vice President & Assistant Secretary Vice President &
Assistant Secretary

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --

Mark Samuels Vice President & Managing Director --

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lori L. White Vice President & Assistant Secretary --

Wayne M. Withrow Vice President & Managing Director --
</TABLE>

ITEM 28. 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:

(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:

First Union National Bank,
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101

C-8
<PAGE>
(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 Investments Fund Management
Oaks, Pennsylvania 19456

(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, LLP
75 State Street
Boston, Massachusetts 02109

ITEM 29. MANAGEMENT SERVICES:

None.

ITEM 30. UNDERTAKINGS:

None

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.

C-9
<PAGE>
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
Post Effective Amendment No. 23 to Registration Statement No. 2-73428 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oaks, Commonwealth of Pennsylvania on the 25th day of August, 1999.

SEI LIQUID ASSET TRUST

By: /s/ EDWARD D. LOUGHLIN
-----------------------------------------
Edward D. Loughlin
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.

*
- ------------------------------ Trustee August 25, 1999
William M. Doran

*
- ------------------------------ Trustee August 25, 1999
F. Wendell Gooch

*
- ------------------------------ Trustee August 25, 1999
Frank E. Morris

*
- ------------------------------ Trustee August 25, 1999
Robert A. Nesher

*
- ------------------------------ Trustee August 25, 1999
James M. Storey

*
- ------------------------------ Trustee August 25, 1999
George J. Sullivan

/s/ EDWARD D. LOUGHLIN
- ------------------------------ President, Chief August 25, 1999
Edward D. Loughlin Executive Officer

/s/ MARK E. NAGLE
- ------------------------------ Controller, Chief August 25, 1999
Mark E. Nagle Financial Officer

*By: /s/ EDWARD D. LOUGHLIN
-------------------------
Edward D. Loughlin
ATTORNEY IN FACT

C-10
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- -----------------------------------------------------------------------------------
<S> <C>
EX-99.Ba 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 Exhibit 1 of Post-Effective Amendment No. 19
filed with the SEC on October 30, 1995.

EX-99.Bb(1) 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 Exhibit 2(a) of Post-Effective
Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bb(2) Amended By-Laws are incorporated by reference to Exhibit 2(b) of Post-Effective
Amendment No. 21, filed with the SEC on October 30, 1997.

EX-99.c Not applicable.

EX-99.Bd(1) 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 Exhibit 5(a) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bd(2) Consent to Assignment and Assumption between SEI Financial Management Corporation
and SEI Fund Management dated August 21, 1996 is incorporated by reference to
Exhibit 5(b) of Post-Effective Amendment No. 20 filed with the SEC on August 28,
1996.

EX-99.Be 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 Exhibit 6 of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bf Not applicable.

EX-99.Bg(1) 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 Exhibit 8(a) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bg(2) 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 Exhibit 8(b) of
Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bh 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 Exhibit
9 of Post-Effective Amendment No. 19 filed with the SEC on October 30, 1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- -----------------------------------------------------------------------------------
<S> <C>
EX-99.Bi Opinion and Consent of Counsel is incorporated by reference to Exhibit 10 of
Post-Effective Amendment No. 21 filed with the SEC on October 30, 1997.

EX-99.Bj Not applicable.

EX-99.Bk Not applicable.

EX-99.Bl Not applicable.

EX-99.Bm(1) 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
Exhibit 15(a) of Post-Effective Amendment No. 19 filed with the SEC on October
30, 1995.

EX-99.Bm(2) 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 Exhibit 15(b) of Post-Effective Amendment No. 19
filed with the SEC on October 30, 1995.

EX-99.Bm(3) Amended and Restated Distribution Plan is incorporated by reference to Exhibit
15(c) of Post-Effective Amendment No. 20 filed with the SEC on August 28, 1996.

EX-99.Bm(4) Shareholder Service Plan and Agreement with respect to the Class D shares is
incorporated by reference to Exhibit 15(d) of Post-Effective Amendment No. 20
filed with the SEC on August 28, 1996.

EX-99.Bo(1) Rule 18f-3 Plan is incorporated by reference to Exhibit 18(a) of Post-Effective
Amendment No. 19 filed with the SEC on October 30, 1995.

EX-99.Bo(2) Amendments to Rule 18f-3 Plan are incorporated by reference to
Exhibit 18(b) of Post-Effective Amendment No. 20 filed with the SEC on August 28,
1996.

EX-99.Bp Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch, Frank
E. Morris, Mark E. Nagle, David G. Lee, George J. Sullivan, Jr. and James M.
Storey are incorporated by reference to Exhibit 24 of Post-Effective Amendment
No. 22 filed with the SEC on October 23, 1998.
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