SEI LIQUID ASSET TRUST
485BPOS, 1999-10-28
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<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1999

                                                               FILE NO. 2-73428
                                                               FILE NO. 811-3231
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM N-1A


<TABLE>
<S>        <C>                               <C>
           REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OF 1933          / /
           POST-EFFECTIVE AMENDMENT NO. 24      /X/
                         AND
           REGISTRATION STATEMENT UNDER THE
            INVESTMENT COMPANY ACT OF 1940      / /
                   AMENDMENT NO. 24             /X/
</TABLE>


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

                             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:

<TABLE>
<S>                                   <C>
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
</TABLE>

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

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

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


<TABLE>
<C>        <S>
   /X/     immediately upon filing pursuant to paragraph (b)
   / /     on [date] pursuant to paragraph (b)
   / /     60 days after filing pursuant to paragraph (a)
   / /     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
           ---------------------------------------------------------


                                    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>
    SEI Liquid
    Asset Trust
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:


     TREASURY SECURITIES FUND.............................................4


     GOVERNMENT SECURITIES FUND...........................................6


     PRIME OBLIGATION FUND................................................8


     THE FUNDS' OTHER INVESTMENTS........................................10


     THE INVESTMENT ADVISER..............................................10


     PURCHASING AND SELLING FUND SHARES..................................10


     DIVIDENDS AND DISTRIBUTIONS.........................................12


     TAXES...............................................................12


     FINANCIAL HIGHLIGHTS................................................13

     HOW TO OBTAIN MORE INFORMATION ABOUT SEI LIQUID ASSET TRUST.......Back
     Cover
<PAGE>
                                                                    PROSPECTUS 3

                                     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 involves 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 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 each Fund's 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>
4 PROSPECTUS

TREASURY SECURITIES FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 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>
                                                                    PROSPECTUS 5

                                                        TREASURY SECURITIES FUND

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.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989 8.96%
1990 7.99%
1991 5.78%
1992 3.60%
1993 2.84%
1994 3.80%
1995 5.66%
1996 5.11%
1997 5.22%
1998 5.12%
</TABLE>


<TABLE>
  <S>                    <C>
      BEST QUARTER        WORST QUARTER
          2.28%               0.69%
        (6/30/89)           (6/30/93)
</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
3.38%.


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


<TABLE>
<CAPTION>
                                                          SINCE
                        1 YEAR    5 YEARS    10 YEARS   INCEPTION
<S>                    <C>        <C>        <C>        <C>
- -----------------------------------------------------------------
TREASURY SECURITIES
  FUND -- CLASS A
  SHARES                5.12%      4.98%      5.39%       6.42%*
- -----------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------
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                        0.03%
Distribution (12b-1) Fees                        None
Other Expenses                                  0.70%
                                                -----
TOTAL ANNUAL FUND OPERATING EXPENSES            0.73%
Fee Waivers and Expense Reimbursements          0.29%
                                                -----
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%.



For more information about these fees, see "Investment Adviser."


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          $45        $141       $246       $555
</TABLE>


<PAGE>
6 PROSPECTUS

GOVERNMENT SECURITIES FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 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>
                                                                    PROSPECTUS 7

                                                      GOVERNMENT SECURITIES FUND

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.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989 9.10%
1990 8.03%
1991 5.80%
1992 3.64%
1993 2.86%
1994 3.91%
1995 5.67%
1996 5.07%
1997 5.17%
1998 5.06%
</TABLE>


<TABLE>
  <S>                    <C>
      BEST QUARTER        WORST QUARTER
          2.33%               0.69%
        (6/30/89)           (6/30/93)
</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
3.46%.


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


<TABLE>
<CAPTION>
                                                          SINCE
                        1 YEAR    5 YEARS    10 YEARS   INCEPTION
<S>                    <C>        <C>        <C>        <C>
- -----------------------------------------------------------------
GOVERNMENT SECURITIES
  FUND -- CLASS A
  SHARES                5.06%      4.97%      5.41%       6.49%*
- -----------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------
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                        0.03%
Distribution (12b-1) Fees                        None
Other Expenses                                  0.70%
                                                -----
TOTAL ANNUAL FUND OPERATING EXPENSES            0.73%
Fee Waivers and Expense Reimbursements          0.29%
                                                -----
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%.



For more information about these fees, see "Investment Adviser."


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>
Government Fund -- Class A Shares                   $45        $141       $246       $555
</TABLE>


<PAGE>
8 PROSPECTUS

PRIME OBLIGATION FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 (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 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 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>
                                                                    PROSPECTUS 9

                                                           PRIME OBLIGATION FUND

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.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989 9.23%
1990 8.16%
1991 6.05%
1992 3.63%
1993 2.88%
1994 4.00%
1995 5.74%
1996 5.17%
1997 5.33%
1998 5.30%
</TABLE>


<TABLE>
  <S>                    <C>
      BEST QUARTER        WORST QUARTER
          2.38%               0.69%
        (6/30/89)           (6/30/93)
</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
3.57%.


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


<TABLE>
<CAPTION>
                                                               SINCE
                          1 YEAR     5 YEARS     10 YEARS    INCEPTION
<S>                      <C>         <C>         <C>         <C>
- ----------------------------------------------------------------------
PRIME OBLIGATION
  FUND -- CLASS A
  SHARES                  5.30%       5.11%       5.53%        6.11%*
- ----------------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------
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                        0.03%
Distribution (12b-1) Fees                        None
Other Expenses                                  0.70%
                                               ------
TOTAL ANNUAL FUND OPERATING EXPENSES            0.73%
Fee Waivers and Expense Reimbursements          0.29%
                                               ------
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%.



For more information about these fees, see "Investment Adviser."


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             $45        $141       $246       $555
</TABLE>


<PAGE>
10 PROSPECTUS

THE FUNDS' OTHER 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 $217 billion in
assets under management. For the fiscal year ended June 30, 1999, each Fund paid
Wellington advisory fees of 0.02% 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

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.

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.

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.
<PAGE>
                                                                   PROSPECTUS 11

                                              PURCHASING AND SELLING FUND SHARES

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
(3:00 p.m., Eastern time for the Prime Obligation Fund). 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 FUNDS CALCULATE 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.

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.
<PAGE>
12 PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

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 0.25%. 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>
                                                                   PROSPECTUS 13

                                                            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 PricewaterhouseCoopers LLP, 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.



SEI LIQUID ASSET TRUST -- FOR THE YEARS ENDED JUNE 30,


FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>

                                                  REALIZED                    DISTRIBUTIONS      NET
                        NET ASSET                   AND       DISTRIBUTIONS       FROM          ASSET
                          VALUE        NET       UNREALIZED     FROM NET        REALIZED        VALUE               NET ASSETS
                        BEGINNING   INVESTMENT    GAINS ON     INVESTMENT        CAPITAL         END      TOTAL       END OF
                        OF PERIOD     INCOME     SECURITIES      INCOME           GAINS       OF PERIOD   RETURN   PERIOD (000)
                        ---------   ----------   ----------   -------------   -------------   ---------   ------   ------------
<S>                     <C>         <C>          <C>          <C>             <C>             <C>         <C>      <C>
- -------------------
TREASURY SECURITIES
CLASS A
- -----------------
    1999..............    $1.00        $0.05           --         $(0.05)            --         $1.00      4.72%    $  565,897
    1998..............     1.00         0.05           --          (0.05)            --          1.00      5.29        603,783
    1997..............     1.00         0.05           --          (0.05)            --          1.00      5.10        706,232
    1996..............     1.00         0.05           --          (0.05)            --          1.00      5.37        832,393
    1995..............     1.00         0.05           --          (0.05)            --          1.00      5.05      1,254,888
- -----------------------
GOVERNMENT SECURITIES
CLASS A
- --------------------
    1999..............    $1.00        $0.05           --         $(0.05)            --         $1.00      4.74%    $  108,468
    1998..............     1.00         0.05           --          (0.05)            --          1.00      5.21        105,201
    1997..............     1.00         0.05           --          (0.05)            --          1.00      5.09        148,606
    1996..............     1.00         0.05           --          (0.05)            --          1.00      5.30        169,133
    1995..............     1.00         0.05           --          (0.05)            --          1.00      5.18        200,768
- -----------------
PRIME OBLIGATION
CLASS A
- ---------------
    1999..............    $1.00        $0.05           --         $(0.05)            --         $1.00      4.97%    $1,335,301
    1998..............     1.00         0.05           --          (0.05)            --          1.00      5.40        947,154
    1997..............     1.00         0.05           --          (0.05)            --          1.00      5.20        823,270
    1996..............     1.00         0.05           --          (0.05)            --          1.00      5.39        747,852
    1995..............     1.00         0.05           --          (0.05)            --          1.00      5.20        940,863

<CAPTION>
                                                                RATIO OF
                                                                  NET
                                      RATIO OF     RATIO OF    INVESTMENT
                                        NET        EXPENSES      INCOME
                         RATIO OF    INVESTMENT   TO AVERAGE   TO AVERAGE
                         EXPENSES      INCOME     NET ASSETS   NET ASSETS
                        TO AVERAGE   TO AVERAGE   (EXCLUDING   (EXCLUDING
                        NET ASSETS   NET ASSETS    WAIVERS)     WAIVERS)
                        ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>
- -------------------
TREASURY SECURITIES
CLASS A
- -----------------
    1999..............      0.44%        4.62%        0.73%        4.33%
    1998..............      0.44         5.17         0.73         4.88
    1997..............      0.44         4.98         0.74         4.68
    1996..............      0.44         5.27         0.52         5.19
    1995..............      0.44         4.93         0.54         4.83
- ----------------------
GOVERNMENT SECURITIES
CLASS A
- --------------------
    1999..............      0.44%        4.66%        0.73%        4.37%
    1998..............      0.44         5.10         0.73         4.81
    1997..............      0.44         4.98         0.71         4.71
    1996..............      0.44         5.19         0.54         5.09
    1995..............      0.44         5.04         0.53         4.95
- -----------------
PRIME OBLIGATION
CLASS A
- ---------------
    1999..............      0.44%        4.84%        0.73%        4.55%
    1998..............      0.44         5.27         0.73         4.98
    1997..............      0.44         5.08         0.74         4.78
    1996..............      0.44         5.27         0.53         5.18
    1995..............      0.44         5.21         0.53         5.12
</TABLE>



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

<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

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>
              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>
    SEI Liquid
    Asset Trust
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:


     PRINCIPAL INVESTMENT STRATEGIES AND RISKS............................4


     PERFORMANCE INFORMATION AND EXPENSES.................................5


     THE FUND'S OTHER INVESTMENTS.........................................6


     THE INVESTMENT ADVISER...............................................6


     PURCHASING, SELLING AND EXCHANGING FUND SHARES.......................6


     DIVIDENDS AND DISTRIBUTIONS..........................................8


     TAXES................................................................9


     FINANCIAL HIGHLIGHTS................................................10

     HOW TO OBTAIN MORE INFORMATION ABOUT
     SEI LIQUID ASSET TRUST......................................Back Cover
<PAGE>
                                                                    PROSPECTUS 3

                                                         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>
4 PROSPECTUS

TREASURY SECURITIES FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 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>
                                                                    PROSPECTUS 5

                                                        TREASURY SECURITIES FUND

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 D Shares
from year to year for four years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1995 5.29%
1996 4.75%
1997 4.85%
1998 4.75%
</TABLE>


<TABLE>
<CAPTION>
  BEST QUARTER            WORST QUARTER
  <S>                    <C>
          1.33%               1.07%
        (6/30/95)          (12/31/98)
</TABLE>



* 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
3.11%.


This table shows the Fund's average annual total returns for Class D Shares for
the periods ended December 31, 1998.


<TABLE>
<CAPTION>
                              1 YEAR     SINCE INCEPTION
<S>                          <C>         <C>
- --------------------------------------------------------
TREASURY SECURITIES FUND
  -- CLASS D SHARES           4.75%           4.75%*
- --------------------------------------------------------
</TABLE>


* 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                       0.03%
Distribution (12b-1) Fees                      0.25%
Other Expenses                                 0.60%
                                               -----
TOTAL ANNUAL FUND OPERATING EXPENSES           0.88%
Fee Waivers and Expense Reimbursements         0.04%
                                               -----
NET EXPENSES                                   0.84%*
</TABLE>



* SEI INVESTMENTS FUND MANAGEMENT HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO
REIMBURSE EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING
0.84%.


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:


<TABLE>
<S>                                                           <C>
TREASURY SECURITIES FUND -- CLASS D SHARES                    0.79%
</TABLE>


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 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          $86        $268       $466      $1,037
</TABLE>


<PAGE>
6 PROSPECTUS


THE FUND'S OTHER 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 $217 billion in
assets under management. For the fiscal year ended June 30, 1999, the Fund paid
Wellington advisory fees of 0.02% 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.

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 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.
<PAGE>
                                                                    PROSPECTUS 7

                                  PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

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
<PAGE>
8 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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 0.25%
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.

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>
                                                                    PROSPECTUS 9

                                                            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 PricewaterhouseCoopers LLP, 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.



SEI LIQUID ASSET TRUST -- FOR THE YEARS ENDED JUNE 30,


FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>

                                                  REALIZED                    DISTRIBUTIONS      NET
                        NET ASSET                   AND       DISTRIBUTIONS       FROM          ASSET
                          VALUE        NET       UNREALIZED     FROM NET        REALIZED        VALUE               NET ASSETS
                        BEGINNING   INVESTMENT    GAINS ON     INVESTMENT        CAPITAL         END      TOTAL       END OF
                        OF PERIOD     INCOME     SECURITIES      INCOME           GAINS       OF PERIOD   RETURN   PERIOD (000)
                        ---------   ----------   ----------   -------------   -------------   ---------   ------   ------------
<S>                     <C>         <C>          <C>          <C>             <C>             <C>         <C>      <C>
- -------------------
TREASURY SECURITIES
CLASS D
- -----------------
    1999..............    $1.00        $0.04           --         $(0.04)            --         $1.00      4.35%      $  232
    1998..............     1.00         0.05           --          (0.05)            --          1.00      4.92          238
    1997..............     1.00         0.05           --          (0.05)            --          1.00      4.73          216
    1996..............     1.00         0.05           --          (0.05)            --          1.00      5.01          219
    1995..............     1.00         0.05           --          (0.05)            --          1.00      4.69        9,798

<CAPTION>
                                                                RATIO OF
                                                                  NET
                                      RATIO OF     RATIO OF    INVESTMENT
                                        NET        EXPENSES      INCOME
                         RATIO OF    INVESTMENT   TO AVERAGE   TO AVERAGE
                         EXPENSES      INCOME     NET ASSETS   NET ASSETS
                        TO AVERAGE   TO AVERAGE   (EXCLUDING   (EXCLUDING
                        NET ASSETS   NET ASSETS    WAIVERS)     WAIVERS)
                        ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>
- -------------------
TREASURY SECURITIES
CLASS D
- -----------------
    1999..............      0.79%        4.27%        0.88%        4.18%
    1998..............      0.79         4.82         0.88         4.73
    1997..............      0.79         4.64         0.89         4.54
    1996..............      0.79         4.92         0.87         4.84
    1995..............      0.79         5.15         0.89         5.05
</TABLE>



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

<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)
- ------------------------------------------------

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 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

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

- --------------------------------------------------------------------------------
<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 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 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:

<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
     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
</TABLE>


                                  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 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

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>

INSTITUTIONAL CASH FUND

<TABLE>
<CAPTION>
FUND SUMMARY

<S>                                           <C>
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
</TABLE>

INVESTMENT STRATEGY

The Fund invests exclusively in 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 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 13
<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 ten years.*


<TABLE>
<S>                                <C>                           <C>
                                   1988                          0.07%
                                   1989                          0.09%
                                   1990                          0.11%
                                   1991                          0.04%
                                   1992                          0.02%
                                   1993                          0.03%
                                   1994                          0.03%
                                   1995                          0.03%
                                   1996                          0.05%
                                   1997                          0.02%
<CAPTION>
                               BEST QUARTER                  WORST QUARTER
                                   0.11%                         0.02%
                                (12/31/90)                     (12/31/92)
</TABLE>


* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND
WAS CLOSED ON JANUARY 2, 1998. ALTHOUGH THE FUND ORIGINALLY COMMENCED OPERATIONS
ON DECEMBER 31, 1986, IT WAS ONLY OPEN TO SHAREHOLDERS FOR A FEW DAYS EACH YEAR.
THE PERFORMANCE INFORMATION HAS NOT BEEN ANNUALIZED.


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, 1999, 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                  0.02%            0.03%         0.05%          0.05%*
</TABLE>


*    The inception date for Class A Shares of the Fund is December 31, 1986.



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


                                  Page 5 of 13
<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                                                             0.03%
Distribution (12b-1) Fees                                                             None
Other Expenses                                                                       0.70%
                                                                                     -----
Total Annual Fund Operating Expenses                                                 0.73%*
- ------------------------------------------------------------------------------------------------------------------
</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                     0.44%


For more information about these fees, see "Investment Adviser."

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>
INSTITUTIONAL CASH FUND - CLASS A SHARES              $75            $233           $406            $906
</TABLE>



                                  Page 6 of 13
<PAGE>


THE FUND'S OTHER 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 objective. 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 $217 billion in
assets under management. As of September 30, 1999, the Fund was no longer in
operation, and therefore did not pay an advisory fee to Wellington.

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

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.

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 13
<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 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.

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 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.

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 13
<PAGE>

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.

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 0.25%. 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

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 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 13
<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 last five years 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 a Fund, assuming you reinvested all of your dividends
and distributions.


This information has been audited by PricewaterhouseCoopers LLP 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 10 of 13
<PAGE>


FINANCIAL HIGHLIGHTS
SEI Liquid Asset Trust -- for the years ended June 30,
For a Share Outstanding Throughout each Period


<TABLE>
<CAPTION>






                                                                           DISTRIBUTIONS
                      NET ASSET               REALIZED AND  DISTRIBUTIONS  FROM
                      VALUE       NET         UNREALIZED    FROM NET       REALIZED       NET ASSET
                      BEGINNING   INVESTMENT  GAINS ON      INVESTMENT     CAPITAL        VALUE END
                      OF PERIOD   INCOME      SECURITIES    INCOME         GAINS          OF PERIOD
- -----------------------------------------------------------------------------------------------------------

<S>                   <C>         <C>         <C>           <C>            <C>            <C>
INSTITUTIONAL CASH
1997                  $1.00       $0.0002     --            $(0.0002)      --             $1.00
1996                   1.00        0.0005     --             (0.0005)      --              1.00
1995                   1.00        0.0003     --             (0.0003)      --              1.00
1994                   1.00        0.0003     --             (0.0003)      --              1.00
1993                   1.00        0.0003     --             (0.0003)      --              1.00
<CAPTION>
                                                                                     RATIO OF
                                                                                     NET
                                                             RATIO OF    RATIO OF    INVESTMENT
                                                             NET         EXPENSES    INCOME
                                                 RATIO OF    INVESTMENT  TO AVERAGE  TO AVERAGE
                                    NET ASSETS   EXPENSES    INCOME      NET ASSETS  NET ASSETS
                            TOTAL   END OF       TO AVERAGE  TO AVERAGE  (EXCLUDING  (EXCLUDING
                            RETURN  PERIOD(000)  NET ASSETS  NET ASSETS  WAIVERS)    WAIVERS)
- -----------------------------------------------------------------------------------------------------------

<S>                         <C>     <C>          <C>         <C>         <C>         <C>
INSTITUTI0NAL CASH
1997                        3.94%   --           0.44%       3.94%       0.69%       3.69%
1996                        4.58    --           0.44        4.58        0.44        4.58
1995                        4.94    --           0.44        5.19        0.44        5.19
1994                        2.60    --           0.44        2.63        0.44        2.63
1993                        2.83    --           0.44        2.66        0.44        2.66
</TABLE>


AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.


                                 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)

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 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>

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 13 of 13
<PAGE>

`

              SEI
              LIQUID
              ASSET
              TRUST
                                 CLASS A SHARES

                                   PROSPECTUS
                                OCTOBER 31, 1999

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

                            TREASURY SECURITIES FUND
                             PRIME OBLIGATION 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>
    SEI Liquid
    Asset Trust
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:


     TREASURY SECURITIES FUND.............................................4


     PRIME OBLIGATION FUND................................................6


     THE FUNDS' OTHER INVESTMENTS.........................................8


     THE INVESTMENT ADVISER...............................................8


     PURCHASING AND SELLING FUND SHARES...................................8


     DIVIDENDS AND DISTRIBUTIONS.........................................11


     TAXES...............................................................11


     FINANCIAL HIGHLIGHTS................................................12

     HOW TO OBTAIN MORE INFORMATION ABOUT SEI LIQUID ASSET TRUST.......Back
     Cover
<PAGE>
                                                                    PROSPECTUS 3

                                     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 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 each Fund's 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>
4 PROSPECTUS

TREASURY SECURITIES FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 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>
                                                                    PROSPECTUS 5

                                                        TREASURY SECURITIES FUND

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.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989 8.96%
1990 7.99%
1991 5.78%
1992 3.60%
1993 2.84%
1994 3.80%
1995 5.66%
1996 5.11%
1997 5.22%
1998 5.12%
</TABLE>


<TABLE>
  <S>                    <C>
      BEST QUARTER        WORST QUARTER
          2.28%               0.69%
        (6/30/89)           (6/30/93)
</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
3.38%.


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

<TABLE>
<CAPTION>
                                                          SINCE
                        1 YEAR    5 YEARS    10 YEARS   INCEPTION
<S>                    <C>        <C>        <C>        <C>
- -----------------------------------------------------------------
TREASURY SECURITIES
  FUND -- CLASS A
  SHARES                5.12%      4.98%      5.39%       6.42%*
- -----------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------
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                       0.03%
Distribution (12b-1) Fees                       None
Other Expenses                                 0.70%
                                               -----
TOTAL ANNUAL FUND OPERATING EXPENSES           0.73%
Fee Waivers and Expense Reimbursements         0.29%
                                               -----
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%.

For more information about these fees, see "Investment Adviser."

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          $45        $141       $246       $555
</TABLE>

<PAGE>
6 PROSPECTUS

PRIME OBLIGATION FUND

FUND SUMMARY

<TABLE>
<S>                                <C>
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
</TABLE>

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

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 (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 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 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>
                                                                    PROSPECTUS 7

                                                           PRIME OBLIGATION FUND

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.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1989 9.23%
1990 8.16%
1991 6.05%
1992 3.63%
1993 2.88%
1994 4.00%
1995 5.74%
1996 5.17%
1997 5.33%
1998 5.30%
</TABLE>

<TABLE>
  <S>                    <C>
      BEST QUARTER        WORST QUARTER
          2.38%               0.69%
        (6/30/89)           (6/30/93)
</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
3.57%.


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

<TABLE>
<CAPTION>
                                                          SINCE
                        1 YEAR    5 YEARS    10 YEARS   INCEPTION
<S>                    <C>        <C>        <C>        <C>
- -----------------------------------------------------------------
PRIME OBLIGATION
  FUND -- CLASS A
  SHARES                5.30%      5.11%      5.53%       6.11%*
- -----------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------
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                        0.03%
Distribution (12b-1) Fees                        None
Other Expenses                                  0.70%
                                                -----
TOTAL ANNUAL FUND OPERATING EXPENSES            0.73%
Fee Waivers and Expense Reimbursements          0.29%
                                                -----
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%.


For more information about these fees, see "Investment Adviser."


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             $45        $141       $246       $555
</TABLE>

<PAGE>
8 PROSPECTUS

THE FUND'S OTHER 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 $217 billion in
assets under management. For the fiscal year ended June 30, 1999, each Fund paid
Wellington advisory fees of 0.024% 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

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.

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.


When you purchase or sell Fund shares through certain financial institutions
(rather than directly from the Funds), 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.

<PAGE>
                                                                    PROSPECTUS 9

                                              PURCHASING AND SELLING FUND SHARES

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.

The Treasury Securities Fund's NAV is calculated once each Business Day at 2:00
p.m., Eastern time. The Prime Obligation Fund's NAV is calculated once each
Business Day at 3:00 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 FUNDS CALCULATE 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.

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.
<PAGE>
10 PROSPECTUS

PURCHASING AND SELLING FUND SHARES

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.
<PAGE>
                                                                   PROSPECTUS 11

                                              DIVIDENDS, DISTRIBUTIONS AND TAXES

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 0.25%. 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>
12 PROSPECTUS

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 PricewaterhouseCoopers LLP, 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.

SEI LIQUID ASSET TRUST -- FOR THE YEARS ENDED JUNE 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>

                                                  REALIZED                    DISTRIBUTIONS      NET
                        NET ASSET                   AND       DISTRIBUTIONS       FROM          ASSET
                          VALUE        NET       UNREALIZED     FROM NET        REALIZED        VALUE                 NET ASSETS
                        BEGINNING   INVESTMENT    GAINS ON     INVESTMENT        CAPITAL         END       TOTAL        END OF
                        OF PERIOD     INCOME     SECURITIES      INCOME           GAINS       OF PERIOD    RETURN    PERIOD (000)
                        ---------   ----------   ----------   -------------   -------------   ---------   --------   ------------
<S>                     <C>         <C>          <C>          <C>             <C>             <C>         <C>        <C>
- -------------------
TREASURY SECURITIES
CLASS A
- -----------------
    1999..............    $1.00        $0.05           --         $(0.05)            --         $1.00       4.72%     $  565,897
    1998..............     1.00         0.05           --          (0.05)            --          1.00       5.29         603,783
    1997..............     1.00         0.05           --          (0.05)            --          1.00       5.10         706,232
    1996..............     1.00         0.05           --          (0.05)            --          1.00       5.37         832,393
    1995..............     1.00         0.05           --          (0.05)            --          1.00       5.05       1,254,888
- -----------------
PRIME OBLIGATION
CLASS A
- ---------------
    1999..............    $1.00        $0.05           --         $(0.05)            --         $1.00       4.97%     $1,335,301
    1998..............     1.00         0.05           --          (0.05)            --          1.00       5.40         947,154
    1997..............     1.00         0.05           --          (0.05)            --          1.00       5.20         823,270
    1996..............     1.00         0.05           --          (0.05)            --          1.00       5.39         747,852
    1995..............     1.00         0.05           --          (0.05)            --          1.00       5.20         940,863

<CAPTION>
                                                                RATIO OF
                                                                  NET
                                      RATIO OF     RATIO OF    INVESTMENT
                                        NET        EXPENSES      INCOME
                         RATIO OF    INVESTMENT   TO AVERAGE   TO AVERAGE
                         EXPENSES      INCOME     NET ASSETS   NET ASSETS
                        TO AVERAGE   TO AVERAGE   (EXCLUDING   (EXCLUDING
                        NET ASSETS   NET ASSETS    WAIVERS)     WAIVERS)
                        ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>
- -------------------
TREASURY SECURITIES
CLASS A
- -----------------
    1999..............     0.44%        4.62%        0.73%        4.33%
    1998..............     0.44         5.17         0.73         4.88
    1997..............     0.44         4.98         0.74         4.68
    1996..............     0.44         5.27         0.52         5.19
    1995..............     0.44         4.93         0.54         4.83
- -----------------
PRIME OBLIGATION
CLASS A
- ---------------
    1999..............     0.44%        4.84%        0.73%        4.55%
    1998..............     0.44         5.27         0.73         4.98
    1997..............     0.44         5.08         0.74         4.78
    1996..............     0.44         5.27         0.53         5.18
    1995..............     0.44         5.21         0.53         5.12
</TABLE>

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

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>


                             SEI LIQUID ASSET TRUST

                                 CLASS A SHARES

                                   PROSPECTUS

                                OCTOBER 31, 1999

                                MONEY MARKET 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 10
<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 Money Market 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:

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
     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
     HOW TO OBTAIN MORE INFORMATION ABOUT
       SEI LIQUID ASSET TRUST......................................................Back Cover
</TABLE>


                                  Page 2 of 10
<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

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 10
<PAGE>

MONEY MARKET FUND

<TABLE>
<CAPTION>
FUND SUMMARY

<S>                                               <C>
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
</TABLE>

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 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.


                                  Page 4 of 10
<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

As of October 31, 1999, the Money Market Fund had not commenced operations, and
did not have a performance history.

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                                        0.03%
Distribution (12b-1) Fees                                        None
Other Expenses                                                  0.72%*
                                                                ------
TOTAL ANNUAL FUND OPERATING EXPENSES                             0.75%
         Fee Waivers and Expense Reimbursements                  0.31%
                                                                ------
NET EXPENSES                                                    0.44%**

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

*    Other expenses are based on estimated amounts for the current fiscal year.

**   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%.
</TABLE>

For more information about these fees, see "Investment Adviser."

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 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                  $45            $141            $246             $555
</TABLE>


                                  Page 5 of 10
<PAGE>

THE FUND'S OTHER 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 objective. 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 $217 billion in
assets under management. As of October 31, 1999, the Fund had not commenced
operations and therefore did not pay an advisory fee to Wellington.

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

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.

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 6 of 10
<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 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.

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 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.

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 7 of 10
<PAGE>

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.

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 0.25%. 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

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 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 8 of 10
<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)

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 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 9 of 10
<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 10 of 10


<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-10
The Administrator and Transfer Agent........................    S-12
The Adviser.................................................    S-13
Distribution and Shareholder Servicing......................    S-14
Trustees and Officers of the Trust..........................    S-15
Performance.................................................    S-17
Purchase and Redemption of Shares...........................    S-19
Shareholder Services (Class D Shares).......................    S-20
Taxes.......................................................    S-21
Fund Transactions...........................................    S-22
Description of Shares.......................................    S-23
Limitation of Trustees' Liability...........................    S-24
Voting......................................................    S-24
Shareholder Liability.......................................    S-24
Control Persons and Principal Holders of Securities.........    S-24
Custodian...................................................    S-27
Experts.....................................................    S-27
Legal Counsel...............................................    S-27
Financial Statements........................................    S-27
Description of Ratings......................................    S-27
</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.


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



    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 and
Money Market Funds are 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. The repurchase
agreement dealers selected for the Treasury Securities Fund must meet certain
creditworthiness criteria established by Standard & Poor's Corporation ("S&P").


    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 the following obligations of U.S.
issuers (excluding foreign branches of U.S. banks or U.S. branches of foreign
banks): (i) commercial paper rated at least A-1 by S&P or Prime-1 by Moody's
Investors Service, Inc. ("Moody's") at the time of investment or, if not rated,
determined by the Adviser to be of comparable quality; (ii) obligations
(including certificates of deposit, time deposits, bankers' acceptances and bank
notes) of U.S. commercial banks or savings and loan institutions that are
members of the Federal Reserve System or are insured by the Federal Deposit
Insurance Corporation, which banks or institutions have total assets of $500
million or more as shown on their most recent public financial statements, at
the time of investment, provided that such obligations are rated in the top two
short-term rating categories by two or more nationally recognized statistical
rating organizations ("NRSROs"), or one NRSRO if only one NRSRO has rated the
security at the time of investment or, if not rated, determined by the Adviser
to be of comparable quality; (iii) short-term corporate obligations rated AAA or
AA by S&P or Aaa or Aa by Moody's at the time of investment or, if not rated,
determined by the Adviser to be of comparable quality; (iv) short-term
obligations issued by state and local governmental issuers, which are rated, at
the time of investment, by at least two NRSROs in one of the two highest
municipal bond rating categories, and which carry yields that are competitive
with those of other types of money market instruments of comparable quality;
(v) U.S. Treasury obligations and obligations issued or guaranteed as to
principal and interest by


                                      S-2
<PAGE>

agencies or instrumentalities of the U.S. Government; and (vi) 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 the following U.S. dollar denominated
obligations: (i) commercial paper issued by U.S. and foreign issuers rated at
the time of investment in the highest short-term rating category by two or more
NRSROs, or one NRSRO if only one NRSRO 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. savings and loan and thrift institutions, U.S. commercial banks
(including foreign branches of such banks), and U.S. and London branches of
foreign banks, provided that such institutions (or, in the case of a branch, the
parent institution) have total assets of $1 billion or more as shown on their
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 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, by at least two NRSROs in one of the two highest
municipal bond rating categories, 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; (v) U.S.
Treasury obligations and obligations issued or guaranteed as to principal and
interest by the agencies or instrumentalities of the U.S. Government; (vi) U.S.
dollar denominated obligations of foreign governments, including Canadian and
Provincial Government and Crown Agency obligations; (vii) repurchase agreements
involving any of the foregoing obligations; and (viii) custodial receipts
representing investments in component parts of U.S. Treasury obligations.



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


             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

                                      S-3
<PAGE>
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.


    BANK NOTES--Bank notes are notes used to represent debt obligations issued
by banks in large denominations.


    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"), 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:

<TABLE>
        <S>      <C>
        Prime-1  Superior Quality
        Prime-2  Strong Quality
</TABLE>

    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

                                      S-4
<PAGE>
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.


    DEMAND INSTRUMENTS--Certain instruments may entail a demand feature which
permits the holder to demand payment of the principal amount of the instrument.
Demand instruments may include variable amount master demand notes.


    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.

    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

                                      S-5
<PAGE>
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 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.

                                      S-6
<PAGE>
    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 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.

                                      S-7
<PAGE>
    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 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.

                                      S-8
<PAGE>

    RESTRICTED SECURITIES--Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration. Rule 144A securities are securities that have
not been registered under the Securities Act of 1933, but which may be traded
between certain institutional investors, including investment companies. The
trust's Board of Trustees is responsible for developing guidelines and
procedures for determining the liquidity of restricted securities and monitoring
the Adviser's implementation of the guidelines and procedures.


    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 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,

                                      S-9
<PAGE>
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 the total assets of the
    Fund (based on fair market value at the time of investment) would be
    invested in the securities of such issuer; provided, however, that the
    Treasury Securities and Money Market Funds may temporarily invest up to 25%
    of their total assets without regard to this restriction as permitted by
    Rule 2a-7.



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



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


                                      S-10
<PAGE>

    making additional investments for that Fund and any interest paid on such
    borrowings will reduce the income of that 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 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.

                                      S-11
<PAGE>
                     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,
Amerindo Funds, Inc., 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.


    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 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.

                                      S-12
<PAGE>
    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   $2,468,963   $383,785   $270,932   $  192,216
Government Securities
  Fund......................  $  676,893   $  496,201   $  360,601   $ 42,733   $ 50,528   $   27,505
Prime Obligation Fund.......  $3,030,793   $3,583,757   $4,869,977   $418,795   $338,143   $  282,768
Institutional Cash Fund.....  $    7,595       *            *        $  0          *           *
Money Market Fund...........      *            *            *           *          *           *
</TABLE>


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

* Not in operation during such period.

                                  THE ADVISER


    The Trust and Wellington Management Company, LLP ("WMC") ("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 September 30, 1999, the Adviser had
discretionary management authority with respect to approximately $217 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 Laurie A. Gabriel, 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. WMC may voluntarily waive portions of its fees,
although such waiver is not expected to affect any Fund's total operating
expenses, due to the nature of the Administrator's fee waivers. WMC may
terminate its waiver at any time.


                                      S-13
<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              ADVISORY FEES WAIVED
                          ------------------------------   ------------------------------
                            1997       1998       1999       1997       1998       1999
                          --------   --------   --------   --------   --------   --------
<S>                       <C>        <C>        <C>        <C>        <C>        <C>
Treasury Securities
  Fund..................  $261,109   $243,175   $153,739   $      0   $      0   $ 75,791
Government Securities
  Fund..................  $ 61,539   $ 46,569   $ 22,063   $      0   $      0   $ 10,513
Prime Obligation Fund...  $296,290   $334,016   $277,340   $      0   $      0   $155,569
Institutional Cash
  Fund..................  $      0      *          *       $      0      *          *
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.

                                      S-14
<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        TOTAL 12b-1        TOTAL 12b-1           SIDCO
                                                    EXPENSES           EXPENSES         EXPENSES AS A     FOR DISTRIBUTOR
FUND/CLASS                                      (BEFORE WAIVERS)    (AFTER WAIVERS)    % OF NET ASSETS   RELATED SERVICES
- ----------------------------------------------  -----------------  -----------------  -----------------  -----------------
<S>                                             <C>                <C>                <C>                <C>

CLASS D
  Treasury Securities Fund....................      $     563          $     450              0.20%          $     450
</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-, 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 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-15
<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.


    JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of SEI Investments since January 1998. Vice
President of the Administrator and Distributor since May 1999. Associate, Paul
Weiss, Rifkind, Wharten & Garrison (law firm), 1998. Associate, Baker & McKenzie
(law firm), 1995-1998 Associate, Battle Fowler L.L.P. (law firm), 1993-1995.


    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.

                                      S-16
<PAGE>
    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 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**..................      $ 4,612           N/A          N/A    $106,500 on services on
                                                                                           8 boards
Frank E. Morris, Trustee**+..................      $ 2,274           N/A          N/A    $51,500 on service on
                                                                                           8 boards
James M. Storey, Trustee**...................      $ 4,612           N/A          N/A    $106,500 on service on
                                                                                           8 boards
George J. Sullivan, Trustee**................      $ 4,612           N/A          N/A    $106,500 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.

                                      S-17
<PAGE>
    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.

    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      CURRENT       EFFECTIVE
- --------------------------------------------------  --------  ------------   ------------
<S>                                                 <C>       <C>            <C>
Treasury Securities...............................  Class A          4.39%          4.49%
                                                    Class D          4.04%          4.12%
Government Securities.............................  Class A          4.49%          4.59%
Prime Obligation..................................  Class A          4.63%          4.74%
Institutional Cash................................  Class A        *              *
Money Market......................................  Class A        *              *
</TABLE>


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


*   Not in operation during such period.


    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 June 30, 1999 and for the one, five and ten year periods ended
June 30, 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>
Treasury Securities...............  Class A                            4.72%      5.11%      5.16%       6.37%
                                    Class D                            4.35%      4.74%     *            4.69%
Government Securities.............  Class A                            4.74%      5.10%      5.18%       6.44%
Prime Obligation..................  Class A                            4.97%      5.25%      5.30%       6.08%
Institutional Cash**..............  Class A                           *           0.02%      0.03%       0.04%
Money Market......................  Class A                           *          *          *           *
</TABLE>


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


 *  Not in operation during such period.



**  Although the Fund originally commenced operations on December 31, 1986, it
    was only open to shareholders for a few days each year. The Fund was closed
    on January 2, 1998.


                        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

                                      S-18
<PAGE>
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 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.

                                      S-19
<PAGE>
    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.

                     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.

                                      S-20
<PAGE>
    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 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 on foreign
currencies, 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


                                      S-21
<PAGE>

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 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.


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. 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. 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 are urged to 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.

                                      S-22
<PAGE>
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 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.

                                      S-23
<PAGE>
                       LIMITATION OF TRUSTEES' LIABILITY

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

                                     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, CLASS A



<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------  ----------------   ---------------
<S>                                                 <C>                <C>
The Farmers Company...............................   47,879,650.00           8.94%
c/o Farmers First Bank-Lititz
Attn: Wendy Basehoar
P.O. Box 1000
Lititz, PA 17543-7000

CENCO.............................................   29,645,791.45           5.53%
c/o Compass Bank
Attn: Bobby Morris
P.O. Box 10566
Birmingham, AL 35296-0001
</TABLE>


                                      S-24
<PAGE>

<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------     -----------          -----
<S>                                                 <C>                <C>
Union Bank of California..........................   51,525,589.69           9.62%
Attn: Jeanne Chizek or Julie Parra
P.O. Box 109
San Diego, CA 92112

Smith & Co........................................  113,175,195.61          21.12%
c/o First Security Bank of Utah NA
Attn: Money Market/Mutual Fund Desk
P.O. Box 25297
Salt Lake City, UT 84125-0297

First Security Bank of Utah NA....................   77,965,407.68          14.55%
Cash Management (Cash Sweep Acct.)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, UT 84111-1909
</TABLE>



TREASURY SECURITIES FUND, CLASS D



<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------  ----------------   ---------------
<S>                                                 <C>                <C>
Smith Barney, Inc.................................        8,598.72           6.70%
00187600005
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................        9,584.66           7.47%
00187600014
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................       25,559.10          19.92%
00187600006
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................       15,987.21          12.46%
00187600156
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................        9,875.94           7.70%
00187600207
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................        7,085.69           5.52%
00187600312
388 Greenwich Street
New York, NY 10013

Smith Barney, Inc.................................        8,420.07           6.56%
00187600263
388 Greenwich Street
New York, NY 10013
</TABLE>


                                      S-25
<PAGE>

<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------     -----------          -----
<S>                                                 <C>                <C>
Salomon Smith Barney, Inc.........................        7,968.12           6.21%
00187600346
333 West 34th St.-3rd Floor
New York, NY 10001

Salomon Smith Barney, Inc.........................        7,968.12           6.21%
00187600345
333 West 34th St.-3rd Floor
New York, NY 10001
</TABLE>



GOVERNMENT SECURITIES FUND, CLASS A



<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------  ----------------   ---------------
<S>                                                 <C>                <C>
SEI Trust Company.................................   15,212,077.63          16.09%
c/o SEI Corporation
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456-1100

First Union National Bank Cust FBO................   17,620,937.33          18.64%
(Old FFB Accts) A/C 9888888881
Attn: Mutual Funds
1525 W Wt Harris Blvd CMG NC 1151
Charlotte, NC 28262-8522

Summit Bank.......................................   17,020,933.25          18.00%
Attn: Joe Guittari
210 Main St., 7th Floor
Hackensack, NJ 07601-7372

Torrington Savings Bank...........................    7,818,169.68           8.27%
Attn: Miles C. Borzilleri
P.O. Box 478
Torrington, CT 06790-0478

Westwood Trust....................................   17,643,064.06          18.66%
Attn: Operations
200 Crescent Court Ste 1300
Dallas, TX 75201-7838

SEI Trust Co......................................   14,038,698.62          14.85%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456
</TABLE>



PRIME OBLIGATION FUND, CLASS A



<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------  ----------------   ---------------
<S>                                                 <C>                <C>
BHC Securities, Inc...............................  196,594,255.51          13.56%
Attn: Cash Sweeps Dept.
2005 Market Street
One Commerce Square 11th Floor
Philadelphia, PA 19103-7042
</TABLE>


                                      S-26
<PAGE>

<TABLE>
<CAPTION>
                                                                       PERCENT OF
NAME AND ADDRESS OF SHAREHOLDER                     NUMBER OF SHARES     FUNDS
- --------------------------------------------------     -----------          -----
<S>                                                 <C>                <C>
SEI Trust Company.................................  482,429,969.10          33.28%
c/o SEI Corporation
Attn: Sandra Crawford
P.O. Box 1100
Oaks, PA 19456-1100

Smith & Co........................................  210,284,903.35          14.51%
c/o First Security Bank of Utah NA
Attn: Money Market/Mutual Fund Desk
P.O. Box 25297
Salt Lake City, UT 84125-0297

First Security Bank of Utah NA....................  263,668,591.73          18.19%
Cash Management (Cash Sweep Acct.)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, UT 84111-1909

Union Bank of California..........................   82,191,877.71           5.67%
Attn: Jeanne Chizek or Julie Parra
P.O. Box 109
San Diego, CA 92112
</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


    The financial statements incorporated by reference in this Statement of
Additional Information have been incorporated by reference in reliance on the
report of PricewaterhouseCoopers LLP, 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


    The Trust's financial statements for the fiscal year ended June 30, 1999,
including notes thereto and the report of PricewaterhouseCoopers LLP, thereon,
are herein incorporated by reference. A copy of the 1999 Annual Report must
accompany the delivery of this Statement of Additional Information.



                             DESCRIPTION OF RATINGS



DESCRIPTION OF CORPORATE BOND RATINGS



    The following descriptions of corporate bond ratings have been published by
Moody's Investor's Service, Inc. ("Moody's"), Standard and Poor's Corporation
("S&P"), Duff and Phelps, Inc. ("Duff"), Fitch Investor's Services, Inc.
("Fitch"), IBCA Limited ("IBCA") and Thomson BankWatch ("Thomson"),
respectively.


                                      S-27
<PAGE>

DESCRIPTION OF MOODY'S LONG-TERM RATINGS



<TABLE>
<S>        <C>
Aaa        Bonds rated Aaa are judged to be of the best quality. They carry the smallest
           degree of investment risk and are generally referred to as "gilt edged". Interest
           payments are protected by a large or by 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.

Aa         Bonds rated Aa are judged to be of high quality by all standards. Together with
           the Aaa group they compare what are generally known as high-grade bonds. They are
           rated lower than the best bonds because margins of protection elements may be of
           greater amplitude or there may be other elements present which make the long-term
           risk appear somewhat larger than the Aaa securities.

A          Bonds rated A possess many favorable investment attributes and are to be
           considered as upper-medium grade obligations; Factors giving security to principal
           and interest are considered adequate, but elements may be present which suggest a
           susceptibility to impairment some time in the future.

Baa        Bonds rated Baa are considered as medium-grade obligations (I.E., they are neither
           highly protected nor poorly secured). Interest payments and principal security
           appear adequate for the present but certain protective elements may be lacking or
           may be characteristically unreliable over any great length of time. Such bonds
           lack outstanding investment characteristics and in fact have speculative
           characteristics as well.
</TABLE>



DESCRIPTION OF S&P'S LONG-TERM RATINGS



INVESTMENT GRADE



<TABLE>
<S>        <C>
AAA        Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay interest
           and repay principal is extremely strong.

AA         Debt rated "AA" has a very strong capacity to pay interest and repay principal and
           differs from the highest rated debt only in small degree.

A          Debt rated "A" has a strong capacity to pay interest and repay principal, although
           it is somewhat more susceptible to adverse effects of changes in circumstances and
           economic conditions than debt in higher-rated categories.

BBB        Debt rated "BBB" is regarded as having an adequate capacity to pay interest and
           repay principal. Whereas it normally exhibits adequate protection parameters,
           adverse economic conditions or changing circumstances are more likely to lead to a
           weakened capacity to pay interest and repay principal for debt in this category
           than in higher rated categories.
</TABLE>



DESCRIPTION OF DUFF'S LONG-TERM RATINGS



<TABLE>
<S>        <C>
AAA        Highest credit quality. The risk factors are negligible, being only slightly more
           than for risk- free U.S. Treasury debt.

AA+        High credit quality. Protection factors are strong.

AA-        Risk is modest but may vary slightly from time to time because of economic
           conditions.

A+         Protection factors are average but adequate. However,

A-         Risk factors are more variable and greater in periods of economic stress.

BBB+       Below average protection factors but still considered

BBB-       sufficient for prudent investment. Considerable variability in risk during
           economic cycles.
</TABLE>


                                      S-28
<PAGE>

DESCRIPTION OF FITCH'S LONG-TERM RATINGS



INVESTMENT GRADE BOND



<TABLE>
<S>        <C>
AAA        Bonds rated AAA are judged to be strictly high grade, broadly marketable, suitable
           for investment by trustees and fiduciary institutions liable to 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 greater than
           interest requirements, with such stability of applicable earnings that safety is
           beyond reasonable question whatever changes occur in conditions.

AA         Bonds rated AA are judged 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.

A          Bonds rated A are considered to be investment grade and of high credit quality.
           The obligor's ability to pay interest and repay principal is considered to be
           strong, but may be more vulnerable to adverse changes in economic conditions and
           circumstances than bonds with higher ratings.

BBB        Bonds rated BBB are considered to be investment grade and of satisfactory credit
           quality. The obligor's ability to pay interest and repay principal is considered
           to be adequate. Adverse changes in economic conditions and circumstances, however,
           are more likely to have adverse impact on these bonds, and therefore impair timely
           payment. The likelihood that the ratings of these bonds will fall below investment
           grade is higher than for bonds with higher ratings.
</TABLE>



DESCRIPTION OF IBCA'S LONG-TERM RATINGS



<TABLE>
<S>        <C>
AAA        Obligations rated AAA 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.

AA         Obligations for which there is a very low expectation of investment risk are rated
           AA. 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.

A          Bonds rated A are obligations for which there is a low expectation of investment
           risk. Capacity for timely repayment of principal and interest is strong, although
           adverse changes in business, economic or financial conditions may lead to
           increased investment risk.

BBB        Bonds rated BBB are obligations for which there is currently a low expectation of
           investment risk. Capacity for timely repayment of principal and interest is
           adequate, although adverse changes in business, economic or financial conditions
           are more likely to lead to increased investment risk than for obligations in other
           categories.
</TABLE>


                                      S-29
<PAGE>

DESCRIPTION OF THOMSON'S LONG-TERM DEBT RATINGS



INVESTMENT GRADE



<TABLE>
<S>        <C>
AAA        Bonds rated AAA indicate that the ability to repay principal and interest on a
           timely basis is very high.

AA         Bonds rated AA indicate a superior ability to repay principal and interest on a
           timely basis, with limited incremental risk compared to issues rated in the
           highest category.

A          Bonds rated A indicate the ability to repay principal and interest is strong.
           Issues rated A could be more vulnerable to adverse developments (both internal and
           external) than obligations with higher ratings.

BBB        Bonds rated BBB indicate an acceptable capacity to repay principal and interest.
           Issues rated BBB are, however, more vulnerable to adverse developments (both
           internal and external) than obligations with higher ratings.
</TABLE>



DESCRIPTION OF COMMERCIAL PAPER RATINGS



    The following descriptions of commercial paper ratings have been published
by Moody's, Standard and Poor's, Duff and Phelps, Fitch, IBCA and Thomson
BankWatch, respectively.



DESCRIPTION OF MOODY'S SHORT-TERM RATINGS



    PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:



    - Leading market positions in well-established industries.



    - High rates of return on funds employed.



    - Conservative capitalization structure with moderate reliance on debt and
      ample asset protection.



    - Broad margins in earnings coverage of fixed financial charges and high
      internal cash generation.



    - Well-established access to a range of financial markets and assured
      sources of alternate liquidity.



    PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.



S&P'S SHORT-TERM RATINGS



<TABLE>
<S>        <C>
A-1        This highest category indicates that the degree of safety regarding timely is
           strong. Debt determined to possess extremely strong safety characteristics denoted
           with a plus sign (+) designation.

A-2        Capacity for timely payment on issues with this designation is satisfactory.
           However, the relative degree of safety is not as high as for issues designated
           "A-1."
</TABLE>


                                      S-30
<PAGE>

DESCRIPTION OF DUFF'S SHORT-TERM RATINGS



<TABLE>
<S>        <C>
Duff 1+    Highest certainty of timely payment. Short-term liquidity, including intern
           operating factors and/or access to alternative sources of funds, is outstanding
           and safety is just below risk-free U.S. Treasury short-term obligations.

Duff 1     Very high certainty of timely payment. Liquidity factors are excellent and
           supported by good fundamental protection factors. Risk factors are minor.

Duff 1-    High certainty of timely payment. Liquidity factors are strong and supports good
           fundamental protecting factors. Risk factors are very small.
</TABLE>



GOOD GRADE



<TABLE>
<S>        <C>
Duff 2     Good certainty of timely payment. Liquidity factors and company fundamentally
           sound. Although ongoing funding needs may enlarge total financing requirements
           access to capital markets is good. Risk factors are small.
</TABLE>



DESCRIPTION OF FITCH'S SHORT-TERM RATINGS



<TABLE>
<S>        <C>
F-1+       Exceptionally Strong Credit Quality. Issues assigned this rating are regarded
           having the strongest degree of assurance for timely payment.

F-1        Very Strong Credit Quality. Issues assigned this rating reflect an assurance
           timely payment only slightly less in degree than issues rated "F-1+."

F-2        Good Credit Quality. Issues assigned this rating have a satisfactory degree
           assurance for timely payment, but the margin of safety is not as great as for
           issues assigned "F-1+" and "F-1" ratings.

LOC        The symbol LOC indicates that the rating is based on a letter of credit issue a
           commercial bank.
</TABLE>



DESCRIPTION OF IBCA'S SHORT-TERM RATINGS (UP TO 12 MONTHS)



<TABLE>
<S>        <C>
A1+        Obligations supported by the higher capacity for timely repayment.

A1         Obligations supported by a strong capacity for timely repayment.

A2         Obligations supported by a satisfactory capacity for timely repayment, although
           such capacity may be susceptible to adverse changes in business, economic,
           financial conditions.
</TABLE>



DESCRIPTION OF THOMSON'S SHORT-TERM RATINGS



<TABLE>
<S>        <C>
TBW-1      The highest category; indicates a very high likelihood that principal and interest
           will be paid on a timely basis.

TBW-2      The second-highest category; while the degree of safety regarding timely repayment
           of principal and interest is strong, the relative degree of safety is not as for
           issues rated "TBW-1."
</TABLE>


                                      S-31
<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 filed herewith.
           (j)       Consent of Independent Public Accountants is filed herewith.
           (k)       Not applicable.
           (l)       Not applicable.
</TABLE>


                                      C-1
<PAGE>
<TABLE>
           <S>       <C>
           (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     Director & Chairman of
  General Partner                                            Company, NA         the 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        Director & Vice
                                                             Company, NA              President

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        Director & Vice
  General Partner                                            Company, NA              President

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        Director & Vice
                                                             Company, NA               Chairman

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      Director & President
  General Partner                                            Company, 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     Director, Senior Trust
  General Partner                                            Company, 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:


<TABLE>
<S>                                                       <C>
SEI Daily Income Trust                                    July 15, 1982
SEI Tax Exempt Trust                                      December 3, 1982
SEI Index Funds                                           July 10, 1985
SEI Institutional Managed Trust                           January 22, 1987
SEI 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
Amerindo Fund, Inc.                                       July 13, 1999
</TABLE>


    The Distributor provides numerous financial services to investment managers,
    pension plan sponsors, and bank trust departments. These services include
    portfolio evaluation, performance measurement

                                      C-6
<PAGE>
    and consulting services ("Funds Evaluation") and automated execution,
    clearing and settlement of securities transactions ("MarketLink").


    (b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is 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, Amerindo Funds, Inc., 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                  --
</TABLE>

                                      C-7
<PAGE>

<TABLE>
<CAPTION>
                                       POSITION AND OFFICE              POSITIONS AND OFFICES
          NAME                          WITH UNDERWRITER                   WITH REGISTRANT
- -------------------------  -------------------------------------------  ---------------------
<S>                        <C>                                          <C>
Robert Crudup              Vice President & Managing Director                    --

Barbara Doyne              Vice President                                        --

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>

                                      C-8
<PAGE>
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

         (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 certifies that it
meets all of the requirements for effectiveness for this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post Effective Amendment No. 24 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 October, 1999.


<TABLE>
<S>                                                    <C>  <C>
                                                       SEI LIQUID ASSET TRUST

                                                       By:            /s/ EDWARD D. LOUGHLIN
                                                            -----------------------------------------
                                                                        Edward D. Loughlin
                                                                            PRESIDENT
</TABLE>

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


<TABLE>
<C>                                                    <S>                            <C>
                          *
     -------------------------------------------       Trustee                        October 25, 1999
                  William M. Doran

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

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

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

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

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

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

                  /s/ MARK E. NAGLE
     -------------------------------------------       Controller, Chief              October 25, 1999
                    Mark E. Nagle                        Financial Officer
</TABLE>


<TABLE>
<S>   <C>
*By:                 /s/ EDWARD D. LOUGHLIN
             --------------------------------------
                       Edward D. Loughlin
                        ATTORNEY IN FACT
</TABLE>

                                      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.

           EX-99.Bi          Opinion and Consent of Counsel is filed herewith.

           EX-99.Bj          Consent of Independent Public Accountants is filed herewith.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
           EXHIBIT NUMBER                            DESCRIPTION
           ---------------   ------------------------------------------------------------
           <S>               <C>
           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.
</TABLE>

<PAGE>

October 22, 1999




SEI Liquid Asset Trust
One Freedom Valley Drive
Oaks, Pennsylvania  19456

Re:    Opinion of Counsel regarding Post-Effective Amendment No. 24 to the
       Registration Statement filed on Form N-1A under the Securities Act of
       1933 (File No. 2-73428).
       ------------------------

Ladies and Gentlemen:

We have acted as counsel to SEI Liquid Asset Trust, a Massachusetts business
trust (the "Trust"), in connection with the above-referenced Registration
Statement (as amended, the "Registration Statement") which relates to the
Trust's units of beneficial interest, without par value (collectively, the
"Shares"). This opinion is being delivered to you in connection with the Trust's
filing of Post-Effective Amendment No. 24 to the Registration Statement (the
"Amendment") to be filed with the Securities and Exchange Commission pursuant to
Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:

       (a)    a certificate of the Commonwealth of Massachusetts as to the
              existence and good standing of the Trust;

       (b)    the Agreement and Declaration of Trust for the Trust and all
              amendments and supplements thereto (the "Declaration of Trust");

       (c)    a certificate executed by Todd B. Cipperman, Assistant Secretary
              of the Trust, certifying as to, and attaching copies of, the
              Trust's Declaration of Trust and
<PAGE>

SEI Liquid Asset Trust
October 22, 1999
Page 2

              By-Laws (the "By-Laws"), and certain resolutions adopted by the
              Board of Trustees of the Trust authorizing the issuance of the
              Shares; and

       (d)    a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Amendment, as filed with the Securities and
Exchange Commission, will be in substantially the form of the printer's proof
referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Declaration
of Trust and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and nonassessable under the laws
of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

/s/ Morgan, Lewis and Bockius LLP

Morgan, Lewis and Bockius LLP

<PAGE>

                      CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this Post-Effective Amendment
No. 24 (File No. 2-734281) under the Securities Act of 1933 and
Post-Effective Amendment No. 24 (File No. 811-3231) under the Investment
Company Act of 1940 to the Registration Statement on Form N-1A of SEI Liquid
Asset Trust (the "Trust") consisting of the Treasury Securities Fund,
Government Securities Fund and Prime Obligation Fund (collectively the
"Portfolios"), of our report for the Trust, dated August 9, 1999, on our
audits of the financial statements and financial highlights of the Portfolios
of the Trust as of June 30, 1999 and for the respective periods then ended,
which report is included in the Annual Reports to Shareholders. We also
consent to the reference to our Firm under the caption "Financial Highlights"
in the Prospectuses and under the captions "Experts" and "Financial
Statements" in the Statement of Additional Information.

PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, PA
October 28, 1999



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