SEI LIQUID ASSET TRUST, 497, 2000-11-02

SEI LIQUID ASSET TRUST
497, 2000-11-02

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<PAGE>

SEI
INVESTMENTS

PROSPECTUS AS OF OCTOBER 31, 2000

MONEY
MARKET

-----------------------------------
Treasury Securities Fund
-----------------------------------
Government Securities Fund
-----------------------------------
Prime Obligation Fund

CLASS A

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

<PAGE>
SEI Liquid
Asset Trust
ABOUT THIS PROSPECTUS
------------------------------------------------------------------------

SEI Liquid Asset Trust is a mutual fund 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 and
financial institutions and their clients. 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 THAT IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS PLEASE SEE:

TREASURY SECURITIES FUND.............................................2
GOVERNMENT SECURITIES FUND...........................................4
PRIME OBLIGATION FUND................................................6
MORE INFORMATION ABOUT FUND INVESTMENTS..............................8
THE INVESTMENT ADVISER...............................................8
PURCHASING AND SELLING FUND SHARES...................................8
DIVIDENDS AND DISTRIBUTIONS.........................................10
TAXES...............................................................10
FINANCIAL HIGHLIGHTS................................................11
HOW TO OBTAIN MORE INFORMATION ABOUT SEI LIQUID ASSET TRUST.......Back
Cover
<PAGE>
PROSPECTUS 1

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 Fund assets in a way that it believes will help each Fund achieve its
goal. Still, investing in each Fund involves risk, and there is no guarantee
that a Fund will achieve its goal. In fact, no matter how good a job an Adviser
does, you could lose money on your investment in a 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 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 A FUND.
<PAGE>
2 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 3

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>
BEST QUARTER WORST QUARTER
1.96% 0.69%
(06/30/90) (06/30/93)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.32%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

<TABLE>
<CAPTION>
SINCE
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS INCEPTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------
TREASURY
SECURITIES FUND 4.65% 5.15% 4.97% 6.32%*
--------------------------------------------------------------------
</TABLE>

* SINCE JANUARY 18, 1982

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 0.02%
Distribution (12b-1) Fees None
Other Expenses 0.70%
----------
TOTAL ANNUAL FUND OPERATING EXPENSES 0.72%
Fee Waivers and Expense Reimbursements 0.28%
----------
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, Fund operating expenses remain the same and 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>
4 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 5

GOVERNMENT SECURITIES FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.98% 0.69%
(06/30/90) (06/30/93)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.43%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

<TABLE>
<CAPTION>
SINCE
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS INCEPTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------
GOVERNMENT SECURITIES FUND 4.77% 5.15% 4.99% 6.40%*
--------------------------------------------------------------------
</TABLE>

* SINCE JANUARY 18, 1982

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

ANNUAL FUND OPERATING EXPENSES

* 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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Government 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.

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

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>
BEST QUARTER WORST QUARTER
2.01% 0.69%
(06/30/90) (06/30/93)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.54%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

<TABLE>
<CAPTION>
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------
PRIME OBLIGATION FUND 4.95% 5.30% 5.11% 6.05%*
--------------------------------------------------------------------------
</TABLE>

* SINCE JANUARY 18, 1982

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

ANNUAL FUND OPERATING EXPENSES

* 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, Fund operating expenses remain the same, and 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

MORE INFORMATION ABOUT FUND 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, each Fund may invest up to
100% of its assets in cash or cash equivalents that would not ordinarily be
consistent with a Fund's objectives. Of course, there is no guarantee that any
Fund will achieve its 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 Management"), serves as the
Adviser to the Funds. As of September 30, 2000, Wellington Management had
approximately $266 billion in assets under management. For the fiscal year ended
June 30, 2000, each Fund paid Wellington Management advisory fees of 0.01% of
average daily net assets.

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

PURCHASING AND SELLING FUND SHARES

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

HOW TO PURCHASE FUND SHARES

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

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 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 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.

If you deal directly with a financial institution or financial intermediary, you
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. You may be charged a fee for purchase and/or
redemption transactions effectuated through certain broker-dealers or other
financial intermediaries.

Each Fund calculates its NAV 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, the Funds (or their authorized intermediaries) generally must receive
your order in proper form and federal funds (readily available funds) before the
Funds calculate their NAV. The Funds will not accept orders that request a
particular day or price for the transaction or any other special conditions.

HOW THE FUNDS CALCULATE NAV

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

In calculating NAV for the Funds, we generally value the Fund's investment
portfolio using the amortized cost valuation method, which is described in
detail in our SAI. If this method is determined to be unreliable during certain
market conditions or for other reasons, a Fund may value its portfolio at market
price or 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

If you hold Class A Shares, you may sell your shares on any Business Day by
following procedures established when you opened your account or accounts with
your financial institution or intermediary. If you have any questions, call
1-800-DIAL-SEI. If you own shares through an account with a broker or other
institution, contact that broker or institution to sell your shares. 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). Although, it is highly unlikely that your
shares would ever be redeemed in kind, you would probably have to pay brokerage
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 Securities and Exchange Commission (SEC) declares an emergency or
for other reasons. More information about this is in the SAI.
<PAGE>
10 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.

Each 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 OF FUND
SHARES IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
<PAGE>
PROSPECTUS 11

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class A Shares of
each Fund. This information is intended to help you understand each Fund's
financial performance for the past five years. Some of this information reflects
financial information for a single Fund share. The total returns in the tables
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
BEGINNING INVESTMENT GAINS ON INVESTMENT CAPITAL END OF TOTAL
OF PERIOD INCOME SECURITIES INCOME GAINS PERIOD RETURN
--------- ---------- ---------- ------------- ------------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES
-------------------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $1.00 $0.05 -- $(0.05) -- $1.00 5.24%
1999.................................. 1.00 0.05 -- (0.05) -- 1.00 4.72
1998.................................. 1.00 0.05 -- (0.05) -- 1.00 5.29
1997.................................. 1.00 0.05 -- (0.05) -- 1.00 5.10
1996.................................. 1.00 0.05 -- (0.05) -- 1.00 5.37
-------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES
-------------------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $1.00 $0.05 -- $(0.05) -- $1.00 5.37%
1999.................................. 1.00 0.05 -- (0.05) -- 1.00 4.74
1998.................................. 1.00 0.05 -- (0.05) -- 1.00 5.21
1997.................................. 1.00 0.05 -- (0.05) -- 1.00 5.09
1996.................................. 1.00 0.05 -- (0.05) -- 1.00 5.30
-------------------------------------------------------------------------------------------------------------------------
PRIME OBLIGATION
-------------------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $1.00 $0.05 -- $(0.05) $1.00 5.55%
1999.................................. 1.00 0.05 -- (0.05) -- 1.00 4.97
1998.................................. 1.00 0.05 -- (0.05) -- 1.00 5.40
1997.................................. 1.00 0.05 -- (0.05) -- 1.00 5.20
1996.................................. 1.00 0.05 -- (0.05) -- 1.00 5.39

<CAPTION>
RATIO OF
RATIO OF RATIO NET INVESTMENT
NET OF EXPENSES INCOME
RATIO OF INVESTMENT TO AVERAGE TO AVERAGE
NET ASSETS EXPENSES INCOME NET ASSETS NET ASSETS
END OF TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING
PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
------------ ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C>

TREASURY SECURITIES
------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $ 402,982 0.44% 5.03% 0.73% 4.74%
1999.................................. 565,897 0.44 4.62 0.73 4.33
1998.................................. 603,783 0.44 5.17 0.73 4.88
1997.................................. 706,232 0.44 4.98 0.74 4.68
1996.................................. 832,393 0.44 5.27 0.52 5.19
-------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES
-------------------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $ 63,843 0.44% 5.18% 0.73% 4.89%
1999.................................. 108,468 0.44 4.66 0.73 4.37
1998.................................. 105,201 0.44 5.10 0.73 4.81
1997.................................. 148,606 0.44 4.98 0.71 4.71
1996.................................. 169,133 0.44 5.19 0.54 5.09
-------------------------------------------------------------------------------------------------------------------------
PRIME OBLIGATION
-------------------------------------------------------------------------------------------------------------------------
CLASS A
2000.................................. $1,604,058 0.44% 5.41% 0.73% 5.12%
1999.................................. 1,335,301 0.44 4.84 0.73 4.55
1998.................................. 947,154 0.44 5.27 0.73 4.98
1997.................................. 823,270 0.44 5.08 0.74 4.78
1996.................................. 747,852 0.44 5.27 0.53 5.18
</TABLE>

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

SEI
INVESTMENTS

The Art of People. The Science of Results.

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated October 31, 2000, 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 part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

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

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR
MORE INFORMATION:

By Telephone: Call 1-8OO-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 the SEI Liquid Asset Trust, from
the EDGAR Database on 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 on the operation of the Public Reference Room, call
202-942-8090). 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 20549-0102. You may also obtain this
information, upon payment of a duplicating fee, by e-mailing the SEC at the
following address: [email protected].

The Trust's Investment Company Act registration number is 811-3231.

CMS-F-002 (10/00)

<PAGE>

THE ACHIEVEMENT FUNDS

INSTITUTIONAL CLASS SHARES

PROSPECTUS
OCTOBER 31, 2000

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

TREASURY SECURITIES FUND

PRIME OBLIGATION FUND

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

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

[LOGO]

THE
ACHIEVEMENT
FUNDS-Registered Trademark-
FOR YOUR LIFE'S JOURNEY-Registered Trademark-

<PAGE>
SEI Liquid
Asset Trust
ABOUT THIS PROSPECTUS
------------------------------------------------------------------------

TREASURY SECURITIES FUND.............................................2
PRIME OBLIGATION FUND................................................4
MORE INFORMATION ABOUT FUND INVESTMENTS..............................6
THE INVESTMENT ADVISER...............................................6
PURCHASING AND SELLING FUND SHARES...................................6
DIVIDENDS AND DISTRIBUTIONS..........................................8
TAXES................................................................8
FINANCIAL HIGHLIGHTS.................................................9
HOW TO OBTAIN MORE INFORMATION ABOUT SEI LIQUID ASSET TRUST.......Back
Cover
<PAGE>
PROSPECTUS 1

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.

ALTHOUGH EACH FUND IS MANAGED TO MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00,
IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A FUND.
<PAGE>
2 PROSPECTUS

TREASURY SECURITIES FUND

FUND SUMMARY

INVESTMENT STRATEGY

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

WHAT ARE THE RISKS OF INVESTING IN THE 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 3

TREASURY SECURITIES FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.96% 0.69%
(09/30/90) (06/30/93)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.32%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

* SINCE JANUARY 18, 1982

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 0.02%
Distribution (12b-1) Fees None
Other Expenses 0.70%
------
TOTAL ANNUAL FUND OPERATING EXPENSES 0.72%
Fee Waivers and Expense Reimbursements 0.28%
------
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

<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>
4 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

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.

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

PRIME OBLIGATION FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
2.01% 0.69%
(06/30/90) (06/30/93)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS A TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.54%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

<TABLE>
<CAPTION>
SINCE
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS INCEPTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------
PRIME
OBLIGATION
FUND 4.95% 5.30% 5.11% 6.05%*
--------------------------------------------------------------------
</TABLE>

* SINCE JANUARY 18, 1982

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
ANNUAL FUND OPERATING EXPENSES

* 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

<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>
6 PROSPECTUS

MORE INFORMATION ABOUT FUND INVESTMENTS

INVESTMENT ADVISER

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

PURCHASING AND SELLING FUND SHARES

HOW TO PURCHASE FUND SHARES

PURCHASING AND SELLING FUND SHARES

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.

The Treasury Securities Fund calculates its NAV once each Business Day at 2:00
p.m., Eastern time. The Prime Obligation Fund calculates its NAV 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, the Funds (or
their authorized intermediaries) generally must receive your order in proper
form and federal funds (readily available funds) before the Funds calculate
their NAV. The Funds will not accept orders that request a particular day or
price for the transaction or any other special conditions.

HOW THE FUNDS CALCULATE NAV

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

HOW TO SELL YOUR FUND SHARES

RECEIVING YOUR MONEY

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). Although it is highly unlikely that your
shares would ever be redeemed in kind, you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.
<PAGE>
8 PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

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.

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

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
<PAGE>
PROSPECTUS 9

FINANCIAL HIGHLIGHTS

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
BEGINNING INVESTMENT GAINS ON INVESTMENT CAPITAL END OF TOTAL
OF PERIOD INCOME SECURITIES INCOME GAINS PERIOD RETURN
---------- ---------- ---------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES
----------------------------------------------------------------------------------------------------------------------------------
CLASS A
2000................................ $1.00 $0.05 -- $(0.05) -- $1.00 5.24%
1999................................ 1.00 0.05 -- (0.05) -- 1.00 4.72
1998................................ 1.00 0.05 -- (0.05) -- 1.00 5.29
1997................................ 1.00 0.05 -- (0.05) -- 1.00 5.10
1996................................ 1.00 0.05 -- (0.05) -- 1.00 5.37
----------------------------------------------------------------------------------------------------------------------------------
PRIME OBLIGATION
----------------------------------------------------------------------------------------------------------------------------------
CLASS A
2000................................ $1.00 $0.05 -- $(0.05) -- $1.00 5.55%
1999................................ 1.00 0.05 -- (0.05) -- 1.00 4.97
1998................................ 1.00 0.05 -- (0.05) -- 1.00 5.40
1997................................ 1.00 0.05 -- (0.05) -- 1.00 5.20
1996................................ 1.00 0.05 -- (0.05) -- 1.00 5.39

<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
END OF TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING
PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

TREASURY SECURITIES
-------------------------------------------------------------------------------------------------------
CLASS A
2000................................ $ 402,982 0.44% 5.03% 0.73% 4.74%
1999................................ 565,897 0.44 4.62 0.73 4.33
1998................................ 603,783 0.44 5.17 0.73 4.88
1997................................ 706,232 0.44 4.98 0.74 4.68
1996................................ 832,393 0.44 5.27 0.52 5.19
-------------------------------------------------------------------------------------------------------------------
PRIME OBLIGATION
-------------------------------------------------------------------------------------------------------------------------------
CLASS A
2000................................ $1,604,058 0.44% 5.41% 0.73% 5.12%
1999................................ 1,335,301 0.44 4.84 0.73 4.55
1998................................ 947,154 0.44 5.27 0.73 4.98
1997................................ 823,270 0.44 5.08 0.74 4.78
1996................................ 747,852 0.44 5.27 0.53 5.18
</TABLE>

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

THE ACHIEVEMENT FUNDS

THESE FUNDS ARE PORTFOLIOS OF THE SEI LIQUID ASSET TRUST AND ARE OFFERED IN
CONJUNCTION WITH THE ACHIEVEMENT FUNDS TO AFFORD A CONVENIENT RANGE OF
INVESTMENT CHOICES TO INVESTORS.

THE STATEMENT OF ADDITIONAL INFORMATION INCLUDES ADDITIONAL INFORMATION ABOUT
THE FUNDS.

ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENTS IS AVAILABLE IN THE
FUNDS' ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. IN THE FUNDS' ANNUAL
REPORT, YOU WILL FIND A DISCUSSION OF THE MARKET CONDITIONS AND INVESTMENT
STRATEGIES THAT SIGNIFICANTLY AFFECTED THE FUNDS' PERFORMANCE DURING THE LAST
FISCAL YEAR.

YOU CAN OBTAIN A FREE COPY OF THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION
AND/OR FREE COPIES OF THE FUNDS' MOST RECENT ANNUAL OR SEMI-ANNUAL REPORT BY
CALLING 800-472-0577. YOU MAY ALSO CALL 800-472-0577 TO REQUEST OTHER
INFORMATION ABOUT THE FUNDS OR TO MAKE SHAREHOLDER INQUIRIES.

THE STATEMENT OF ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AND IS INCORPORATED INTO THE PROSPECTUS BY REFERENCE.
THIS MEANS THAT THE SAI, FOR LEGAL PURPOSES, IS PART OF THIS PROSPECTUS.

INFORMATION ABOUT THE FUNDS (INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION) CAN BE REVIEWED AND COPIED AT THE SECURITIES AND EXCHANGE
COMMISSION'S PUBLIC REFERENCE ROOM IN WASHINGTON, D.C., OR FROM THE EDGAR
DATABASE ON THE SEC'S WEBSITE (http://www.sec.gov). INFORMATION ON THE
OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING THE
COMMISSION AT 1-202-942-8090. COPIES OF THIS INFORMATION MAY BE OBTAINED UPON
PAYMENT OF A DUPLICATING FEE, BY WRITING TO: SECURITIES AND EXCHANGE
COMMISSION, PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102. YOU MAY
ALSO OBTAIN THIS INFORMATION, UPON PAYMENT OF A DUPLICATING FEE, BY E-MAILING
THE SEC AT THE FOLLOWING ADDRESS: [email protected].

REPORTS AND OTHER INFORMATION ABOUT THE FUNDS ARE ALSO AVAILABLE ON THE
COMMISSION'S INTERNET SITE AT http://www.sec.gov.

THE TRUST'S INVESTMENT COMPANY ACT REGISTRATION NUMBER IS 811-3231.

[LOGO]

THE
ACHIEVEMENT
FUNDS-Registered Trademark-
FOR YOUR LIFE'S JOURNEY-Registered Trademark-

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

DISTRIBUTED BY
SEI INVESTMENTS
DISTRIBUTION CO.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
800-472-0577

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

NOT FDIC INSURED

NO BANK GUARANTEE

MAY LOSE VALUE

ACH-F-004-07
<PAGE>
THE ACHIEVEMENT FUNDS

RETAIL SHARES

PROSPECTUS
OCTOBER 31, 2000

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

TREASURY SECURITIES FUND

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

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

[LOGO]

THE
ACHIEVEMENT
FUNDS-Registered Trademark-
FOR YOUR LIFE'S JOURNEY-Registered Trademark-

<PAGE>
SEI Liquid
Asset Trust
ABOUT THIS PROSPECTUS
------------------------------------------------------------------------

SEI Liquid Asset Trust is a mutual fund 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............................2
PERFORMANCE INFORMATION AND EXPENSES.................................3
MORE INFORMATION ABOUT FUND INVESTMENTS..............................4
THE INVESTMENT ADVISER...............................................4
PURCHASING, SELLING AND EXCHANGING FUND SHARES.......................4
DIVIDENDS AND DISTRIBUTIONS..........................................7
TAXES................................................................7
FINANCIAL HIGHLIGHTS.................................................8
HOW TO OBTAIN MORE INFORMATION ABOUT SEI LIQUID ASSET TRUST.......Back
Cover
<PAGE>
PROSPECTUS 1

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 Fund 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 an 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 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.
<PAGE>
2 PROSPECTUS

TREASURY SECURITIES FUND

FUND SUMMARY

INVESTMENT STRATEGY

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

WHAT ARE THE RISKS OF INVESTING IN THE 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 3

TREASURY SECURITIES FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.33% 1.00%
(06/30/95) (06/30/99)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S CLASS D TOTAL RETURN FROM JANUARY 1, 2000, TO SEPTEMBER 30, 2000, WAS
4.05%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS D SHARES FOR
THE PERIODS ENDED DECEMBER 31, 1999.

<TABLE>
<CAPTION>
CLASS D SHARES 1 YEAR 5 YEAR SINCE INCEPTION
<S> <C> <C> <C>
--------------------------------------------------------------------
TREASURY SECURITIES FUND 4.28% 4.78% 4.67%*
--------------------------------------------------------------------
</TABLE>

* SINCE MAY 4, 1994

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

--------------------------------------------------------------------------------
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS D SHARES
<S> <C>
Investment Advisory Fees 0.02%
Distribution (12b-1) Fees 0.25%
Other Expenses 0.60%
------
TOTAL ANNUAL FUND OPERATING EXPENSES 0.87%
Fee Waivers and Expense Reimbursements 0.03%
------
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 waived a portion of the fees in order to keep
total operating expenses at a specified level. These fee waivers remain in place
as of the date of this prospectus, but the Adviser, Administrator and/or
Distributor may discontinue all or part of these waivers at any time. With these
fee waivers, the Fund's actual total operating expenses are expected to be 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, Fund operating expenses remain the same and 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 D Shares $86 $268 $466 $1,037
</TABLE>

<PAGE>
4 PROSPECTUS

MORE INFORMATION ABOUT FUND 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 any
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 Management"), serves as the
Adviser to the Fund. As of September 30, 2000, Wellington Management had
approximately $266 billion in assets under management. For the fiscal year ended
June 30, 2000, the Fund paid Wellington Management advisory fees of 0.01% 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 Management since 1983.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase and 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 (NYSE) 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 reserves the right to refuse any purchase requests, particularly those
that would not be in the best interests of the Fund or its shareholders and
could adversely affect the Fund or its operations.

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.

If you deal directly with a financial institution or financial intermediary, you
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. You may be charged a fee for purchase and/or
redemption transactions effectuated through certain broker-dealers or other
financial intermediaries.
<PAGE>
PROSPECTUS 5

PURCHASING, SELLING AND EXCHANGING FUND SHARES

The Fund calculates its NAV 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, the Fund (or its authorized intermediary) generally must
receive your purchase order in proper form and federal funds (readily available
funds) before the Fund calculates its NAV. The Fund will not accept orders that
request a particular day or price for the transaction or any other special
conditions.

HOW THE FUND CALCULATES NAV

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

In calculating NAV for the Fund, we generally value the Fund's investment
portfolio using the amortized cost valuation method, which is described in
detail in our SAI. If this method is determined to be unreliable during certain
market conditions or for other reasons, the Fund may value its portfolio at
market price or 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.

SYSTEMATIC 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 per month.

HOW TO SELL YOUR FUND SHARES

If you hold Class D Shares, you may sell your shares on any Business Day by
following procedures established when you opened your account or accounts with
your financial institution or intermediary. If you have any questions, call
1-800-DIAL-SEI. If you own shares through an account with a broker or other
institution, contact that broker or institution to sell your shares. You may
also 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 intermediary) 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). Although it is highly
<PAGE>
6 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

unlikely that your shares would ever be redeemed in kind, you would probably
have to pay brokerage 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 Securities and Exchange Commission (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 shares of
the Fund. SIDCo receives no compensation for distributing the Fund's Class D
Shares.

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 charge it receives or from any other source available
to it. Under any such program, the Distributor may provide cash or non-cash
compensation as recognition for past sales or encouragement for future sales
that may include the following: merchandise, travel expenses, prizes, meals, and
lodgings, and gifts that do not exceed $100 per year, per individual.

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.
<PAGE>
PROSPECTUS 7

DIVIDENDS, DISTRIBUTIONS AND TAXES

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>
8 PROSPECTUS

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. Some of this information reflects
financial information for a single Fund share. The total returns in the tables
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 OF TOTAL END OF
OF PERIOD INCOME SECURITIES INCOME GAINS PERIOD RETURN PERIOD (000)
--------- ---------- ---------- ------------- ------------- ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES
------------------------------------------------------------------------------------------------------------------------
CLASS D
2000................. $1.00 $0.05 -- $(0.05) -- $1.00 4.87% $233
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

<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
2000................. 0.79% 4.72% 0.88% 4.63%
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
</TABLE>

Amounts designated as "--" are either $0 or have been rounded to $0.
<PAGE>
THE ACHIEVEMENT FUNDS

THIS FUND IS A PORTFOLIO OF THE SEI LIQUID ASSET TRUST AND IS OFFERED IN
CONJUNCTION WITH THE ACHIEVEMENT FUNDS TO AFFORD A CONVENIENT RANGE OF
INVESTMENT CHOICES TO INVESTORS.

THE STATEMENT OF ADDITIONAL INFORMATION INCLUDES ADDITIONAL INFORMATION ABOUT
THE FUND.

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS IS AVAILABLE IN THE
FUND'S ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. IN THE FUND'S ANNUAL
REPORT, YOU WILL FIND A DISCUSSION OF THE MARKET CONDITIONS AND INVESTMENT
STRATEGIES THAT SIGNIFICANTLY AFFECTED THE FUND'S PERFORMANCE DURING THE LAST
FISCAL YEAR.

YOU CAN OBTAIN A FREE COPY OF THE FUND'S STATEMENT OF ADDITIONAL INFORMATION
AND/OR FREE COPIES OF THE FUND'S MOST RECENT ANNUAL OR SEMI-ANNUAL REPORT BY
CALLING 800-472-0577. YOU MAY ALSO CALL 800-472-0577 TO REQUEST OTHER
INFORMATION ABOUT THE FUND OR TO MAKE SHAREHOLDER INQUIRIES.

INFORMATION ABOUT THE FUND (INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION) CAN BE REVIEWED AND COPIED AT THE SECURITIES AND EXCHANGE
COMMISSION'S PUBLIC REFERENCE ROOM IN WASHINGTON, D.C., OR FROM THE EDGAR
DATABASE ON THE SEC'S WEBSITE (http://www.sec.gov). INFORMATION ON THE
OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING THE
COMMISSION AT 1-202-942-8090. COPIES OF THIS INFORMATION MAY BE OBTAINED UPON
PAYMENT OF A DUPLICATING FEE, BY WRITING TO: SECURITIES AND EXCHANGE
COMMISSION, PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102. YOU MAY ALSO
OBTAIN THIS INFORMATION, UPON PAYMENT OF A DUPLICATING FEE, BY E-MAILING THE
SEC AT THE FOLLOWING ADDRESS: [email protected].

REPORTS AND OTHER INFORMATION ABOUT THE FUND ARE ALSO AVAILABLE ON THE
COMMISSION'S INTERNET SITE AT http://www.sec.gov.

THE TRUST'S INVESTMENT COMPANY ACT REGISTRATION NUMBER IS 811-3231.

[LOGO]

THE
ACHIEVEMENT
FUNDS-Registered Trademark-
FOR YOUR LIFE'S JOURNEY-Registered Trademark-

----------------------------------
DISTRIBUTED BY
SEI INVESTMENTS
DISTRIBUTION CO.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
800-472-0577

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

NOT FDIC INSURED

NO BANK GUARANTEE

MAY LOSE VALUE

ACH-F-012-07

<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,
2000. 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-11
The Adviser................................................. S-12
Distribution and Shareholder Servicing...................... S-13
Trustees and Officers of the Trust.......................... S-14
Performance................................................. S-17
Purchase and Redemption of Shares........................... S-19
Shareholder Services (Class D Shares)....................... S-20
Taxes....................................................... S-21
Fund Transactions........................................... S-23
Description of Shares....................................... S-24
Limitation of Trustees' Liability........................... S-24
Code of Ethics.............................................. S-24
Voting...................................................... S-25
Shareholder Liability....................................... S-25
Control Persons and Principal Holders of Securities......... S-25
Custodian................................................... S-27
Experts..................................................... S-27
Legal Counsel............................................... S-27
Financial Statements........................................ S-27
Description of Ratings...................................... S-27
</TABLE>

October 31, 2000
<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 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, Inc. ("Fitch"), and Thomson
BankWatch ("Thomson").

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

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.

S-4
<PAGE>
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 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.

S-5
<PAGE>
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.

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

S-6
<PAGE>
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 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.

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.

S-7
<PAGE>
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.

RESTRICTED SECURITIES--Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933,
as amended (the "1933 Act"), or an exemption from registration. Section 4(2)
commercial paper is issued in reliance on an exemption from registration under
Section 4(2) of the 1933 Act, and is generally sold to institutional investors
who purchase for investment. Any resale of such commercial paper must be in an
exempt transaction, usually to an institutional investor through the issuer or
investment dealers who make a market on such commercial paper. Additionally, a
Fund may purchase restricted securities in excess of the Fund's limitation on
investments in illiquid securities if the Adviser or Sub-Adviser determines that
such restricted securities are liquid. Rule 144A securities are securities
re-sold in reliance on an exemption from registration provided by Rule 144A
under the 1933 Act.

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

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

U.S. GOVERNMENT AGENCY OBLIGATIONS--The Government Securities, Prime
Obligation, and Money Market Funds may invest in obligations of agencies of the
United States Government, which consist of obligations issued by, among others,
the Export Import Bank of the United States, Farmers Home Administration,
Federal Farm Credit Bank, Federal Housing Administration, Government National
Mortgage Association, Maritime Administration, Small Business Administration,
and The Tennessee Valley Authority. The Funds may purchase securities guaranteed
by the GNMA, which represent participation in Veterans Administration and
Federal Housing Administration backed mortgage pools. Obligations of
instrumentalities of the United States Government include securities issued by,
among others, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks,

S-8
<PAGE>
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, 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.

S-9
<PAGE>
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 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

S-10
<PAGE>
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.

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.

S-11
<PAGE>
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
including, but without limitations to: The Achievement Funds Trust, The
Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds Inc., The Arbor
Fund, ARK Funds, Armada Funds, The Armada Advantage Fund, Bishop Street Funds,
CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
First Omaha Funds, Inc., Friends Ivory Funds, HighMark Funds, Huntington Funds,
Huntington VA Funds, JohnsonFamily Funds, Inc., The Nevis Funds, Inc., Oak
Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The
Pillar Funds, SEI Asset Allocation Trust, Pitcairn Funds, 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, UAM Funds, Inc., UAM Funds
Trust 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.

For the fiscal years ended June 30, 1998, 1999 and 2000 the Funds paid fees
to the Administrator as follows:

<TABLE>
<CAPTION>
MANAGEMENT FEES PAID MANAGEMENT FEES WAIVED
------------------------------------ --------------------------------
1998 1999 2000 1998 1999 2000
---------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Treasury Securities Fund.... $2,584,546 $2,468,963 $2,079,292 $270,932 $192,216 $ 113,677
Government Securities
Fund...................... $ 496,201 $ 360,601 $ 346,320 $ 50,528 $ 27,505 $ 16,418
Prime Obligation Fund....... $3,583,757 $4,869,977 $6,190,682 $338,143 $282,768 $ 262,071
Institutional Cash Fund..... * * * * * *
Money Market Fund........... * * * * * *
</TABLE>

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

* Not in operation during such period.

THE ADVISER

The Trust and Wellington Management Company, LLP 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.

Wellington Management Company, LLP ("Wellington Management") or ("the
Adviser") 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. 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.

S-12
<PAGE>
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, 2000, the Adviser had
discretionary management authority with respect to approximately $266 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. Wellington Management 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. Wellington Management 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.
Wellington Management may terminate its waiver at any time.

For the fiscal years ended June 30, 1998, 1999 and 2000 the Funds paid the
Adviser advisory fees as follows:

<TABLE>
<CAPTION>
ADVISORY FEES PAID ADVISORY FEES WAIVED
------------------------------ ------------------------------
1998 1999 2000 1998 1999 2000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Treasury Securities
Fund.................. $243,175 $153,739 $165,377 $ 0 $ 75,791 $103,493
Government Securities
Fund.................. $ 46,569 $ 22,063 $ 27,545 $ 0 $ 10,513 $ 17,237
Prime Obligation Fund... $334,016 $277,340 $492,379 $ 0 $155,569 $308,132
Institutional Cash
Fund.................. * * * * * *
Money Market Fund....... * * * * * *
</TABLE>

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

* Not in operation during such period.

DISTRIBUTION AND SHAREHOLDER SERVICING

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

S-13
<PAGE>
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.

For the fiscal year ended June 30, 2000, 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........... $ 576 $ 431 0.25% $ 431
</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 to one or more mutual funds for
which SEI Investments Company or its affiliates act as investment manager,
administrator or distributor.

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

S-14
<PAGE>
President of SEI Investments, 1986-1994. Director and Executive Vice President
of SIMC, the Administrator and the Distributor, 1981-1994. Trustee of The
Advisors' Inner Circle Fund, The Arbor Fund, Bishop Street Funds, The Expedition
Funds, Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Index Funds, SEI Institutional International Trust, SEI Insurance Products
Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Liquid Asset 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, SIMC, the Administrator and the Distributor. Director of SEI
Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The
Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Insurance Products Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Liquid Asset 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. Executive Vice President, Trust Department, Harris Trust and
Savings Bank and Chairman of the Board of Directors of The Harris Trust Company
of Arizona before January 1981. Trustee of SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Liquid Asset 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,
September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, The Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Insurance
Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI Liquid Asset 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
The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Insurance Products Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.

ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee**--Principal, Grecoventures
(consulting firm) since August 1997. President, Corestates Financial Corp.,
1991-1997; Chief Executive Officer and President, Corestates Bank, N.A.,
1991-1997; Director, Sonoco, Inc.; Director, PECO Energy; Director, Radian,
Inc.; Trustee, Pennsylvania Real Estate Investment Trust; Director, Cardone
Industries, Inc.; Director, Genuardi Markets, Inc.; Director, PRWT Comserve,
Inc. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset 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 since 1993. Executive Vice President of SIMC and the
Administrator since 1994. Senior Vice President of the Distributor, 1986-1991;
Vice President of the Distributor, 1981-1986.

TIMOTHY D. BARTO (DOB 03/28/68)--Vice President and Assistant
Secretary--Employed by SEI Investments since October 1999. Vice President and
Assistant Secretary of SEI Investments Management

S-15
<PAGE>
Corporation, the Administrator and Distributor since December 1999. Associate at
Dechert Price & Rhoads (1997-1999). Associate at Richter, Miller & Finn
(1994-1997).

TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments. Senior
Vice President, General Counsel and Secretary of the Adviser, the Administrator
and the Distributor since 2000, Vice President and Assistant Secretary of SEI
Investments, the Adviser, the Administrator and the Distributor, 1995-2000.
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 SIMC, Administrator and Distributor since May 1999. Associate,
Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker &
McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm),
1993-1995. Operations Manager, The Shareholder Services Group, Inc., 1986-1990.

LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, SIMC, 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 since 1997; Vice President of SEI
Investments since 1991. Vice President and Treasurer of the Adviser and the
Administrator since 1997. Assistant Controller of SEI Investments and Vice
President of the Distributor since 1995. Director of Taxes of SEI Investments,
1987-1991. Tax Manager, Arthur Andersen LLP prior to 1987.

ROBERT S. LUDWIG (DOB 3/12/50)--Vice President and Assistant
Secretary--Employed by SEI Investments since 1985. Senior Vice President and
Chief Investment Officer of SEI Asset Management Group since 1995. Chairman of
SEI Investment Policy Committee since 1995. Manager of Product Development for
SEI's institutional mutual funds and repurchase trading desk from 1985 to 1995.
Held various product management and development positions at Chase Econometrics
and Interactive Data Corporation from 1974 to 1985.

CHRISTINE M. MCCULLOUGH (DOB 12/05/60)--Vice President and Assistant
Secretary--Employed by SEI Investments since November 1, 1999. Vice President
and Assistant Secretary of SEI Investments Management Corporation, the
Administrator and Distributor since December 1999. Associate at White and
Williams LLP, 1991-1999. Associate at Montgomery, McCracken, Walker and Rhoads,
1990-1991.

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, SIMC,
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. Staff
Attorney--Division of Enforcement, U.S. Securities and Exchange Commission,
January 1990--August 1992.

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

MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial
Officer--President of the Administrator and Senior Vice President of SEI
Investments Mutual Funds Services Operations Group since 1998. Vice President of
the Administrator and Vice President of Fund Accounting and Administration of

S-16
<PAGE>
SEI Investments Mutual Funds Services, 1996-1998. Vice President of the
Distributor since December 1997. Senior Vice President, Fund Administration,
BISYS Fund Services, September 1995--November 1996. Senior Vice President and
Site Manager, Fidelity Investments 1981--September 1995.

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

* 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, Sullivan and Ms. Greco serve as members of the Audit
Committee of the Trust.

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, 2000:

<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION FROM
AGGREGATE RETIREMENT ESTIMATED REGISTRANT AND
COMPENSATION BENEFITS ACCRUED ANNUAL FUND COMPLEX PAID TO
FROM REGISTRANT AS PART OF BENEFITS UPON DIRECTORS FOR FYE
NAME OF PERSON AND POSITION FOR FYE 6/30/00 FUND EXPENSES RETIREMENT 6/30/00
--------------------------- --------------- ---------------- ------------- -----------------------
<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**.............. $ 4,785 N/A N/A $111,000 on services on
9 boards
James M. Storey, Trustee**............... $ 4,785 N/A N/A $111,000 on service on
9 boards
George J. Sullivan, Trustee**............ $ 4,785 N/A N/A $111,000 on services on
9 boards
Rosemarie B. Greco, Trustee**............ $ 1,196 N/A N/A $27,750 for services on
9 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, Sullivan and Ms. Greco serve as members of the Audit
Committee of the Trust.

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

S-17
<PAGE>
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)
TO THE POWER OF 356/7 - 1]. The current and the effective yields reflect the
reinvestment of net income earned daily on portfolio assets.

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

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, 2000 the Funds' yield and effective
yield were as follows:

<TABLE>
<CAPTION>
FUND CLASS CURRENT EFFECTIVE
---- ------- -------- -----------
<S> <C> <C> <C>
Treasury Securities................................ Class A 5.97% 6.15%
Class D 5.62% 5.78%
Government Securities.............................. Class A 6.17% 6.36%
Prime Obligation................................... Class A 6.27% 6.47%
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, 2000 and for the one, five and ten year periods ended
June 30, 2000 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
---------------------------------------------------
ONE FIVE TEN SINCE
FUND CLASS YEAR YEAR YEAR INCEPTION
---- ----- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Treasury Securities........... Class A 5.24% 5.14% 4.85% 6.30%
Class D 4.87% 4.78% * 4.72%
Government Securities......... Class A 5.37% 5.14% 4.87% 6.38%
Prime Obligation.............. Class A 5.55% 5.30% 5.00% 6.05%
Institutional Cash**.......... Class A * 0.03% 0.05% 0.05%
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

S-18
<PAGE>
market rates of interest on the value of the instrument. While this method
provides certainty in valuation, it may result in periods during which value, as
determined by this method is higher or lower than the price a Fund would receive
if it sold the instrument. During periods of declining interest rates, the daily
yield of a Fund may tend to be higher than a like computation made by a company
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio securities. Thus,
if the use of amortized cost by the Trust resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in a Fund would be
able to obtain a somewhat higher yield than would result from investment in a
company utilizing solely market values, and existing shareholders in the Fund
would experience a lower yield. The converse would apply in a period of rising
interest rates.

The Trust's use of amortized cost valuation and the maintenance of the net
asset value of each Fund at $1.00 are permitted by Rule 2a-7, under the 1940
Act, provided that certain conditions are met. Under Rule 2a-7, a money market
portfolio must maintain a dollar-weighted average maturity in the Fund of 90
days or less and not purchase any instrument having a remaining maturity of more
than 397 days. In addition, money market funds may acquire only U.S. dollar
denominated obligations that present minimal 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

S-19
<PAGE>
entitled to aggregate cash redemptions from all Portfolios of the Trust during
any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net
assets.

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

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

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.

S-20
<PAGE>
EXCHANGE PRIVILEGE: Some or all of the shares of the Fund for which payment
has been received (I.E., an established account) may be exchanged, at their net
asset value, plus any applicable sales charge, for Class D shares of the Trust,
SEI Tax Exempt Trust, SEI Institutional International Trust and SEI
Institutional Managed Trust or at their net asset value for Class D shares of
other Funds of such trusts that do not have sales charges. Exchanges will be
made only after proper instructions in writing or by telephone (an "Exchange
Request") are received for an established account by the Distributor.

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

Each Exchange Request must be in proper form (I.E., if in writing, signed by
the record owner(s) exactly as the shares are registered; if by telephone,
proper account identification is given by the dealer or shareholder of record),
and each exchange must involve either shares having an aggregate value of at
least $1,000 or all the shares in the account. Each exchange involves the
redemption of the shares of a Fund to be exchanged and the purchase of the
shares of the other Fund. Any gain or loss on the redemption of the 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, and local, or foreign 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

S-21
<PAGE>
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. government securities, securities of other RIC's,
and other securities, with such other securities limited, in respect of any one
issuer, to an amount that does not exceed 5% of the value of a Fund's assets and
that does not represent more than 10% of the outstanding voting securities of
such issuer; and (iii) at the close of each quarter of a Fund's taxable year,
not more than 25% of the value of its assets may be invested in securities
(other than U.S. government securities or the securities of other RIC's) of any
one issuer or of two or more issuers which are engaged in the same, similar or
related trades or businesses if the Fund owns at least 20% of the voting power
of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), a
Fund will be subject to a nondeductible 4% federal excise tax to the extent it
fails to distribute by the end of any calendar year at least 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of short
and long-term capital gains over short and long-term capital 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. The board reserves the right not to maintain the qualification of a Fund as
a regulated investment company if it determines such course of action to be
beneficial to shareholders.

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.

It is expected that each Fund will receive income generally in the form of
interest derived from a Fund's investments, and distributions of such earnings
will be taxable to shareholders as ordinary income. However, a Fund may derive
capital gains and losses in connection with sales or other dispositions of its
portfolio securities. Distributions of net short-term capital gains will be
taxable to shareholders as ordinary income. Because the Funds are operated as
money market funds, the Funds do not anticipate realizing any long-term capital
gains.

Gains and losses on the sale of portfolio securities and unrealized
appreciation or depreciation in the value of these securities may require the
Funds to adjust distributions in order to maintain a stable $1.00 net asset
value. These procedures may result in "under" or "over" distributions of net
investment income.

Because the Funds' incomes are derived primarily from interest rather than
dividends, no portion of its distributions generally will be eligible for the
corporate dividends-received deduction. None of the dividends paid by the Funds
for the most recent fiscal year qualified for such deduction, and it is
anticipated that none of the current year's dividends will so qualify.

The Funds will inform you of the amount of your distributions at the time
they are paid, and will advise you of their tax status for federal income tax
purposes shortly after the close of each calendar year. If you have not held
fund shares for a full year the a Fund may designate and distribute to you as
ordinary income a percentage of income that is not equal to the actual amount of
such income earned during the period of your investment in the Fund.

A sale, exchange or redemption of shares of a Fund by a shareholder, is
generally a taxable event. However, because the Funds seek to maintain a
constant $1.00 per share net asset value, it is not expected that you will
realize a capital gain or loss upon redemption or exchange of your Fund shares.

S-22
<PAGE>
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. Many states grant tax-free status to
dividends paid to you from interest earned on direct obligations of the U.S.
government, subject in some states to minimum investment requirements that must
be met by a fund. Investment in Ginnie Mae or Fannie Mae securities, banker's
acceptances, commercial paper and repurchase agreements collateralized by U.S.
government securities do not generally qualify for such tax-free treatment. The
rules on exclusion of this income are different for corporate shareholders.
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. 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

S-23
<PAGE>
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,
1998, 1999 and 2000, no brokerage fees were paid.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Fund, each of which represents an equal proportionate interest in
that Fund. Each share of a Fund upon liquidation of that Fund entitles a
shareholder to a pro rata share in the net assets of that Fund, after taking
into account certain distribution expenses. Shareholders have no preemptive
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional portfolio of shares or classes of portfolio. Any consideration
received by the Trust for shares of any additional Fund and assets in which such
consideration is invested would belong to that Fund and would be subject to the
liabilities related thereto. Share certificates representing the shares will not
be issued.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or administrators, shall not be liable
for any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that 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.

CODE OF ETHICS

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. In addition, the Investment Adviser and
Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of
Ethics apply to the personal investing activities of trustees, officers and
certain employees ("access persons"). Rule 17j-1 and the Codes are designed to
prevent unlawful practices in connection with the purchase or sale of securities
by access persons. Under each Code of Ethics, access persons are permitted to
engage in personal securities transactions, but are required to report their
personal securities transactions for monitoring purposes. In addition, certain
access persons are required

S-24
<PAGE>
to obtain approval before investing in initial public offerings or private
placements. Copies of these Codes of Ethics are on file with the SEC and are
available to the public.

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, 2000, 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>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES PERCENT OF FUNDS
------------------------------- ---------------- ----------------
<S> <C> <C>
City National Bank AS....................................... 27,151,122.54 7.34%
Fiduciary for various Accts
Attn: Trust OPS/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520

Union Bank of California.................................... 24,764,818.88 6.70%
Attn: Jeanne Chizek or Julie Parra
P.O. Box 109
San Diego, CA 92112

Smith & Co.................................................. 125,140,527.16 33.85%
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.............................. 61,945,240.49 16.75%
Cash Management (Cash Sweep Acct.)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, UT 84111-1909
</TABLE>

S-25
<PAGE>
TREASURY SECURITIES FUND, CLASS D

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES PERCENT OF FUNDS
------------------------------- ---------------- ----------------
<S> <C> <C>
Velma O. Janes &............................................ 168,758.45 77.35%
Lynn E. Janes &
Verl R. Janes 3T TEN
145 West 500 South
Providence, UT 84332-9729

Autism Society of Utah...................................... 17,640.47 8.09%
668 S. 1300 E.,
Salt Lake City, UT 84102-3244
</TABLE>

GOVERNMENT SECURITIES FUND, CLASS A

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES PERCENT OF FUNDS
------------------------------- ---------------- ----------------
<S> <C> <C>
SEI Trust Company........................................... 6,361,882.53 10.21%
c/o SEI Corporation
Attn: Eileen Bonaduce
P.O. Box 1100
Oaks, PA 19456-1100

First Union National Bank Cust FBO.......................... 9,933,844.72 16.10%
(Old FFB Accts) A/C 9888888881
Attn: Mutual Funds
1525 W Wt Harris Blvd CMG NC 1151
Charlotte, NC 28262-8522

Summit Bank................................................. 4,033,005.13 6.54%
Attn: Joe Guittari
210 Main St., 7th Floor
Hackensack, NJ 07601-7372

Torrington Savings Bank..................................... 8,485,108.75 13.75%
Attn: Miles C. Borzilleri
P.O. Box 478
Torrington, CT 06790-0478

Westwood Trust.............................................. 19,275,268.98 31.25%
Attn: Operations
200 Crescent Court Ste 1300
Dallas, TX 75201-7838

SEI Trust Co................................................ 7,147,772.09 11.59%
FBO 601 Banks
Attn: Eileen Carlucci
1 Freedom Valley Dr.
Oaks, PA 19456

Union Bank of California.................................... 3,592,026.69 5.82%
Attn: Jeanne Chizek or Julie Parra
P.O. Box 109
San Diego, CA 92112
</TABLE>

S-26
<PAGE>
PRIME OBLIGATION FUND, CLASS A

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES PERCENT OF FUNDS
------------------------------- ---------------- ----------------
<S> <C> <C>
BHC Securities, Inc......................................... 207,133,518.51 13.89%
Attn: Cash Sweeps Dept.
2005 Market Street
One Commerce Square 11th Floor
Philadelphia, PA 19103-7042

SEI Trust Company........................................... 460,866,189.41 30.91%
c/o SEI Corporation
Attn: Sandra Crawford
P.O. Box 1100
Oaks, PA 19456-1100

Smith & Co.................................................. 207,805,662.53 14.01%
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.............................. 277,817,367.28 18.73%
Cash Management (Cash Sweep Acct.)
Attn: Bill Wilcox
61 South Main Street
Salt Lake City, UT 84111-1909
</TABLE>

CUSTODIAN

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

EXPERTS

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 LLP serves as counsel to the Trust.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended June 30, 2000,
including notes thereto and the report of PricewaterhouseCoopers LLP, thereon,
are herein incorporated by reference. A copy of the 2000 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"), Fitch, Inc. ("Fitch"), 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>

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 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, Fitch, and Thomson BankWatch, respectively.

S-29
<PAGE>
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>

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 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-30