SEI TAX EXEMPT TRUST, 485BPOS, 1998-08-14

SEI TAX EXEMPT TRUST
485BPOS, 1998-08-14

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
FILE NO. 2-76990
FILE NO. 811-3447
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 43 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 45 /X/

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

SEI TAX EXEMPT TRUST
(Exact Name of Registrant as Specified in Charter)

C/O CT CORPORATION
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734

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

COPIES TO:

Richard W. Grant, Esquire John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20036

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

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

<TABLE>
<C> <S>
/X/ Immediately upon filing pursuant to paragraph (b), or
/ / On December 31, 1997, pursuant to paragraph (b), or
/ / 60 days after filing pursuant to paragraph (a), or
/ / On July 29, 1998 pursuant to paragraph (a) of Rule 485
</TABLE>

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<PAGE>
SEI TAX EXEMPT TRUST
POST-EFFECTIVE AMENDMENT NO. 43
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
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<S> <C> <C>

PART A--ALL FUNDS (EXCEPT TAX FREE PORTFOLIO CLASS D SHARES)

Item 1. Cover page....................................... Cover Page
Item 2. Synopsis......................................... Annual Operating Expenses
Item 3. Condensed Financial Information.................. *
Item 4. General Description of Registrant................ The Trust; Investment Objective and Policies;
General Investment Policies; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund........................... The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the
Trust; General Information--Custodian and Wire
Agent
Item 5A. Management's Discussion of Fund Performance...... *
Item 6. Capital Stock and Other Securities............... Taxes; General Information--Voting Rights;
General Information--Shareholder Inquiries;
General Information-- Dividends; Taxes
Item 7. Purchase of Securities Being Offered............. Purchase and Redemption of Shares
Item 8. Redemption or Repurchase......................... Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings........................ *

PART A--TAX FREE PORTFOLIO CLASS D SHARES

(i)
<PAGE>
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
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<S> <C> <C>
Item 6. Capital Stock and Other Securities............... Taxes; General Information--Voting Rights,
General Information--Shareholder Inquiries;
General Information-- Dividends
Item 7. Purchase of Securities Being Offered............. Purchase and Redemption of Shares
Item 8. Redemption or Repurchase......................... Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings........................ *

PART B--ALL FUNDS

Item 10. Cover Page....................................... Cover Page
Item 11. Table of Contents................................ Table of Contents
Item 12. General Information and History.................. *
Item 13. Investment Objectives and Policies............... The Trust; Description of Permitted Investments;
Investment Limitations
Item 14. Management of the Registrant..................... The Manager and Shareholder Servicing Agent;
Trustees and Officers of the Trust
Item 15. Control Persons and Principal Holders of
Securities..................................... Trustees and Officers of the Trust
Item 16. Investment Advisory and Other Services........... The Manager and Shareholder Servicing Agent; The
Advisers; Experts
Item 17. Brokerage Allocation and Other Practices......... Portfolio Transactions
Item 18. Capital Stock and Other Securities............... Description of Shares
Item 19. Purchase, Redemption, and Pricing of Securities
Being Offered.................................. Determination of Net Asset Value; Purchase and
Redemption of Shares
Item 20. Tax Status....................................... Taxes
Item 21. Underwriters..................................... Distribution
Item 22. Calculation of Performance Data.................. Calculation of Yield and Total Return
Item 23. Financial Statements............................. *
</TABLE>

PART C

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

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* Not Applicable

** Information required by Item 5A is contained in the 1997 Annual Report to
Shareholders

(ii)
<PAGE>
SEI TAX EXEMPT TRUST

AUGUST 17, 1998

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PENNSYLVANIA MUNICIPAL BOND FUND

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

A Statement of Additional Information dated August 17, 1998, has been filed with
the Securities and Exchange Commission and is available upon request and without
charge by writing the Distributor, SEI Investments Distribution Co., Oaks,
Pennsylvania 19456, or by calling 1-800-342-5734. The Statement of Additional
Information is incorporated into this Prospectus by reference.

SEI Tax Exempt Trust (the "Trust") is an open-end management investment company,
certain classes of which offer financial institutions a convenient means of
investing their own funds, or funds for which they act in a fiduciary agency or
custodial capacity, in one or more professionally managed diversified and
non-diversified portfolios of securities. A portfolio may offer separate classes
of shares that differ from each other primarily in the allocation of certain
expenses and minimum investment amounts. This Prospectus offers Class A shares
of the Trust's Pennsylvania Municipal Bond Fund (formerly, the Pennsylvania
Municipal Portfolio) (the "Fund").

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

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
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<TABLE>
<CAPTION>
PENNSYLVANIA
MUNICIPAL
BOND FUND
------------
<S> <C>
Management/Advisory Fees (AFTER FEE WAIVER) (1) .41%
12b-1 Fees (2) None
Total Other Expenses .19%
Shareholder Servicing Fees (AFTER FEE WAIVER) .12%(2)
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Total Operating Expenses (AFTER FEE WAIVERS) (3) .60%
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</TABLE>

(1) THE MANAGER HAS WAIVED, ON A VOLUNTARY BASIS, A PORTION OF ITS FEE, AND THE
MANAGEMENT/ADVISORY FEES SHOWN REFLECT THIS VOLUNTARY WAIVER. THE MANAGER
RESERVES THE RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE
DISCRETION. ABSENT SUCH WAIVER, MANAGEMENT/ADVISORY FEES WOULD BE .55%.

(2) THE DISTRIBUTOR HAS WAIVED, ON A VOLUNTARY BASIS, ALL OR A PORTION OF ITS
SHAREHOLDER SERVICING FEE FOR THE CLASS A SHARES, AND THE SHAREHOLDER
SERVICING FEES SHOWN REFLECT THIS WAIVER. THE DISTRIBUTOR RESERVES THE RIGHT
TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH
WAIVER, SHAREHOLDER SERVICING FEES WOULD BE .25%.

(3) ABSENT THESE FEE WAIVERS, TOTAL OPERATING EXPENSES FOR THE CLASS A SHARES OF
THE FUND WOULD BE .87%. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE
ADVISER" AND "THE MANAGER."

EXAMPLE
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<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
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<S> <C> <C> <C> <C>
An investor in the Portfolios would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the end of
each time period:
Pennsylvania Municipal Bond Fund $ 6 $ 19 $ 33 $ 75
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</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

THE PURPOSE OF THE TABLE AND THIS EXAMPLE IS TO ASSIST THE INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY
BORNE BY INVESTORS IN THE CLASS A SHARES OF THE FUND. A PERSON WHO PURCHASES
SHARES THROUGH A FINANCIAL INSTITUTION MAY BE CHARGED SEPARATE FEES BY THAT
INSTITUTION. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE MANAGER," "THE
ADVISER" AND "DISTRIBUTION AND SHAREHOLDER SERVICING."

2
<PAGE>
THE TRUST
__________________________________________________________________________

SEI TAX EXEMPT TRUST (the "Trust") is an open-end management investment company
that offers units of beneficial interest ("shares") in separate diversified and
non-diversified investment portfolios. This Prospectus offers Class A shares of
the Trust's Pennsylvania Municipal Bond Fund (formerly, the Pennsylvania
Municipal Portfolio) (the "Fund") a diversified portfolio. Additional
information pertaining to the Trust may be obtained by writing to SEI
Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling
1-800-342-5734.

INVESTMENT OBJECTIVE
AND POLICIES
___________________________________________________________________________
PENNSYLVANIA
MUNICIPAL BOND FUND
The Fund's investment objective is to provide current
income exempt from both federal and Pennsylvania state
income taxes while preserving capital by investing
primarily in municipal securities within the guidelines
presented below.

The Fund has a fundamental policy, under normal
conditions, to be fully invested in obligations which
produce interest that is exempt from both federal and
Pennsylvania state income tax (state tax-free obligations).
Under normal circumstances, the Fund will invest at least
90% (and intends to invest 100%) of its net assets in
securities the interest on which is not a preference item
for purposes of the federal alternative minimum tax. In
addition, for temporary defensive purposes when, in the
opinion of its investment adviser, such securities are not
readily available or of sufficient quality, the Fund can
invest up to 100% of its assets in securities which pay
interest which is exempt only from federal income taxes or
in taxable securities as described below.

The Fund may purchase the following types of
municipal obligations, but only if such securities, at the
time of purchase, either have the requisite rating or, if
not rated, are of comparable quality as determined by
Morgan Grenfell Capital Management Incorporated, the Fund's
investment adviser ("Morgan Grenfell"): (i) municipal bonds
rated BBB or better by Standard & Poor's Corporation
("S&P") or Baa or better by Moody's Investors Service, Inc.
("Moody's"); (ii) municipal notes rated at least SP-1 by
S&P or MIG-1 or VMIG-1 by Moody's; and (iii) tax-exempt
commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's. Bonds rated BBB by S&P or Baa by Moody's have
speculative characteristics. Municipal obligations owned by
the Fund which become less than the prescribed investment
quality will be sold at a time when, in the judgment of
Morgan Grenfell, it does not substantially impact the
market value of the Fund.

The Fund will typically maintain a dollar-weighted
average portfolio maturity of seven years or less. Each
security purchased will typically have an average maturity
of no longer than fifteen years.

There can be no assurance that the Fund will achieve
its investment objective.

3
<PAGE>
GENERAL INVESTMENT
POLICIES
___________________________________________________________________________

The Fund will not invest more than 25% of its assets in
Municipal Securities the interest on which is derived from
revenues of similar type projects. This restriction does
not apply to Municipal Securities in any of the following
categories: public housing authorities; general obligations
of states and localities; state and local housing finance
authorities; or municipal utilities systems.

There could be economic, business, or political
developments which might affect all Municipal Securities of
a similar type. To the extent that a significant portion of
the Fund's assets are invested in Municipal Securities
payable from revenues on similar projects, the Fund will be
subject to the peculiar risks presented by such projects to
a greater extent than it would be if the Fund's assets were
not so invested. Moreover, in seeking to attain its
investment objective, the Fund may invest all or any part
of its assets in Municipal Securities that are industrial
development bonds.

The Fund may invest in variable and floating rate
obligations, may purchase securities on a "when-issued"
basis, and reserves the right to engage in transactions
involving standby commitments. The Fund may also purchase
other types of tax-exempt instruments as long as they are
of a quality equivalent to the long-term bond or commercial
paper ratings stated above. Although permitted to do so,
the Fund has no present intention to invest in repurchase
agreements. The Fund will not invest more than 10% of its
net assets in illiquid securities.

For a description of the permitted investments and
ratings, see the "Description of Permitted Investments and
Risk Factors" and the Statement of Additional Information.
RISK FACTORS
______________________________________________________________________

PENNSYLVANIA RISK
FACTORS
Under normal conditions the Fund will be fully invested in
obligations which produce interest income exempt from
federal income tax and Pennsylvania state income tax.
Accordingly, the Fund will have considerable investments in
Pennsylvania municipal obligations. As a result, the Fund
will be more susceptible to factors which adversely affect
issuers of Pennsylvania obligations than a mutual fund
which does not have as great a concentration in
Pennsylvania municipal obligations.

An investment in the Fund will be affected by the
many factors that affect the financial condition of the
Commonwealth of Pennsylvania. For example, financial
difficulties of the Commonwealth, its counties,
municipalities and school districts that hinder efforts to
borrow and lower credit ratings are factors which may
affect the Fund. See "Special Considerations Relating to
Pennsylvania Municipal Securities" in the Statement of
Additional Information.

4
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INVESTMENT
LIMITATIONS
________________________________________________________________________

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

THE FUND MAY NOT:

1. Purchase securities of any issuer (except securities
issued or guaranteed by the United States Government,
its agencies or instrumentalities) if, as a result, more
than 5% of the total assets of the Fund would be
invested in the securities of such issuer.

2. Purchase any securities which would cause more than 25%
of the total assets of the Fund, based on current value
at the time of such purchase, to be invested in the
securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities or
to investments in tax-exempt securities issued by
governments or political subdivisions of governments.

3. Borrow money except for temporary or emergency purposes,
and then only in an amount not exceeding 10% of the
value of the total assets of the Fund. All borrowings
will be repaid before making additional investments and
any interest paid on such borrowings will reduce the
income of the Fund.

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

SEI Investments Fund Management (the "Manager" and the
"Transfer Agent") provides the Trust with overall
management services, regulatory reporting, all necessary
office space, equipment, personnel and facilities, and
serves as institutional transfer agent and dividend
disbursing agent.

For these services, the Manager is entitled to a fee,
which is calculated daily and paid monthly, at an annual
rate of .35% of the average daily net assets of the Fund.
The Manager has voluntarily waived a portion of its fees in
order to limit the total operating expenses of the Fund to
not more than .60% of the Fund's average daily net assets
on an annualized basis. The Manager reserves the right, in
its sole discretion, to terminate these voluntary fee
waivers at any time. For the fiscal year ended August 31,
1997, the Fund paid management fees, after waivers, of .21%
of their average daily net assets.
THE ADVISER
_______________________________________________________________________

Under an advisory agreement with the Trust (the "Advisory
Agreement"), Morgan Grenfell Capital Management
Incorporated (the "Adviser"), acts as the investment
adviser for the

5
<PAGE>
Fund. Under the Advisory Agreement, the Adviser invests the
assets of the Fund, and continuously reviews, supervises
and administers the Fund's investment program. The Adviser
is independent of the Manager and discharges its
responsibilities subject to the supervision of, and
policies set by, the Trustees of the Trust.
MORGAN GRENFELL CAPITAL
MANAGEMENT INCORPORATED
Morgan Grenfell Capital Management Incorporated acts as
investment adviser to the Fund. Morgan Grenfell is a
wholly-owned, U.S.-based subsidiary of Morgan Grenfell
Asset Management and was organized in 1985. As of September
30, 1997, total assets under management by Morgan Grenfell
were approximately $9.7 billion. The principal place of
business address of Morgan Grenfell is 885 Third Avenue,
32nd Floor, New York, New York 10022.

David W. Baldt, Director and Executive Vice President
of Morgan Grenfell, has served as the portfolio manager of
the Fund since July, 1995, and has been with Morgan
Grenfell since 1989.

For its services, Morgan Grenfell is entitled to a
fee, which is calculated daily and paid monthly, at an
annual rate of .20% of the average daily net assets. For
the fiscal year ended August 31, 1997, the Fund paid Morgan
Grenfell an advisory fee, after waivers, of .20% of its
average daily net assets.

DISTRIBUTION AND
SHAREHOLDER
SERVICING
__________________________________________________________________________

SEI Investments Distribution Co. (the "Distributor"), a
wholly owned subsidiary of SEI Investments Company ("SEI
Investments"), serves as the Fund's distributor pursuant to
a distribution agreement (the "Distribution Agreement")
with the Trust.

The Fund has adopted a plan under which firms,
including the Distributor, that provide shareholder and
administrative services may receive compensation therefor.
Under the plan, the Distributor may provide those services
itself or may enter into arrangements under which third
parties provide such services and are compensated by the
Distributor. Under such arrangements the Distributor may
retain as a profit any difference between the fee it
receives and the amount it pays such third party. In
addition, the Fund may enter into such arrangements
directly.

Under the Class A plan, the Distributor is entitled
to receive a fee at an annual rate of up to .25% of the
average daily net assets of the Fund attributable to Class
A shares, in return for provision of a broad range of
shareholder services. Under the shareholder service plan,
the Fund may pay shareholder service fees to the
Distributor at an annual rate of up to .25% of average
daily net assets in exchange for the Distributor's (or its
agent's) efforts in maintaining client accounts; arranging
for bank wires; responding to client inquiries concerning
services provided or investment; assisting clients in
changing dividend options, account designations and
addresses; sub-accounting; providing information on share
positions to clients; forwarding shareholder communications
to

6
<PAGE>
clients; processing purchase, exchange and redemption
orders; and processing dividend payments.

It is possible that an institution may offer
different classes of shares to its customers and differing
services to the Classes of the Fund and thus receive
compensation with respect to different classes. These
financial institutions may also charge separate fees to
their customers.

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

The Distributor may, from time to time and at its own
expense, provide promotional incentives, in the form of
cash or other compensation to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Fund's shares.

PURCHASE AND
REDEMPTION OF SHARES
____________________________________________________________________________

Financial institutions may acquire shares of the Fund for
their own account, or as a record owner on behalf of
fiduciary, agency or custody accounts, by placing orders
with the Transfer Agent (or its authorized agent).
Institutions that use certain SEI proprietary systems may
place orders electronically through those systems.
Financial institutions which purchase shares for the
accounts of their customers may impose separate charges on
these customers for account services. Financial
institutions may impose an earlier cut-off time for receipt
of purchase orders directed through them to allow for
processing and transmittal of these orders to the Transfer
Agent for effectiveness on the same day.

Shares of the Fund may be purchased or redeemed on
days on which the New York Stock Exchange is open for
business ("Business Days"). The minimum initial investment
in the Fund is $100,000; however, the minimum investment
may be waived at the Distributor's discretion. All
subsequent purchases must be at least $1,000.

Shareholders who desire to purchase shares for cash
must place their orders with the Transfer Agent (or its
authorized agent) prior to the determination of net asset
value and in accordance with the procedures described below
for the order to be accepted on that Business Day. Cash
investments must be transmitted or delivered in federal
funds to the wire agent by the close of business on the
same day the order is placed for the Fund. The Trust
reserves the right to reject a purchase order when the
Distributor determines that it is not in the best interest
of the Trust and/or shareholders to accept such purchase
order.

Purchases will be made in full or fractional shares
of the Fund calculated to three decimal places. The Trust
will send shareholders a statement of shares owned after
each transaction. The purchase price of shares is the net
asset value next determined after a purchase order is
received and accepted by the Trust. The net asset value per
share of the

7
<PAGE>
Fund is determined by dividing the total value of its
investments and other assets, less any liabilities, by the
total number of outstanding shares of the Fund. Net asset
value per share is determined on each Business Day as of
the regularly-scheduled close of normal trading on the New
York Stock Exchange (normally, 4:00 p.m., Eastern time) for
the Fund.

If there is no readily ascertainable market value for
a security, SEI Management will make a good faith
determination as to the "fair value" of the security.
Securities having maturities of 60 days or less at the time
of purchase will be valued using the amortized cost method
(described in the Statement of Additional Information).

Shareholders who desire to redeem shares of the Fund
must place their redemption orders with the Transfer Agent
(or its authorized agent) prior to the determination of net
asset value and in accordance with the procedures described
below on any Business Day. Otherwise, the redemption orders
will be effective on the next Business Day. Payment for
redemption orders from the Fund will be made as promptly as
possible and, in any event, within five Business Days after
the redemption order is received. The redemption price is
the net asset value per share of the Fund next determined
after receipt by the Transfer Agent of an effective
redemption order. Financial institutions which redeem
shares for the accounts of their customers may impose their
own procedures and cut-off times for receipt of redemption
requests directed through the financial institution.

Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Transfer Agent will be
responsible for any loss, liability, cost or expense for
acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The
Trust and the Transfer Agent will each employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of
personal identification prior to acting upon instructions
received by telephone and recording telephone instructions.

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

From time to time, the Fund may advertise its yield and
total return. The Fund may also advertise a "tax equivalent
yield." These figures are based on historical earnings and
are not intended to indicate future performance.

The yield of the Fund refers to the annualized income
generated by a hypothetical investment, in the Fund over a
specified 30-day period. The yield is calculated by
assuming that the income generated by the investment during
that period generated each period over one year and is
shown as a percentage of the investment.

The total return of the Fund refers to the average
compounded rate of return to 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

8
<PAGE>
that the entire investment is redeemed at the end of each
period and assuming the reinvestment of all dividend and
capital gain distributions.

The "tax equivalent yield" is calculated by
determining the rate of return that would have been
achieved on a fully taxable investment to produce the
after-tax equivalent of the Fund's yield, assuming certain
tax brackets for a shareholder.

The Fund may periodically compare its performance to
that of: (i) other mutual funds tracked by mutual fund
rating services (such as Lipper Analytical), financial and
business publications and periodicals; (ii) broad groups of
comparable mutual funds; (iii) unmanaged indices which may
assume investment of dividends but generally do not reflect
deductions for administrative and management costs; or (iv)
other investment alternatives. The Fund may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance, and Ibbotson Associates
of Chicago, Illinois, which provides historical returns of
the capital markets in the U.S. The Fund may use long-term
performance of these capital markets to demonstrate general
long-term risk versus reward scenarios and could include
the value of a hypothetical investment in any of the
capital markets. The Fund may also quote financial and
business publications and periodicals as they relate to
fund management, investment philosophy, and investment
techniques.

The Fund may quote various measures of volatility and
benchmark correlation in advertising and may compare these
measures to those of other funds. Measures of volatility
attempt to compare historical share price fluctuations or
total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark
might be. Measures of volatility and correlation are
calculated using averages of historical data and cannot be
calculated precisely.
TAXES
______________________________________________________________________________

The following summary of federal and state income tax
consequences is based on current tax laws and regulations,
which may be changed by legislative, judicial or
administrative action. No attempt has been made to present
a detailed explanation of the federal, state or local
income tax treatment of the Fund or its shareholders.
Accordingly, shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state
and local income taxes. Additional information concerning
taxes is set forth in the Statement of Additional
Information.
TAX STATUS OF THE FUND
The Fund is treated as a separate entity for federal income
tax purposes and is not combined with the Trust's other
portfolios. The Fund intends to continue to qualify for the
special tax treatment afforded regulated investment
companies under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), so as to be relieved of
federal income tax on net investment company taxable income
and net capital gain (the excess of net long-term capital
gain over net short-term capital loss) distributed to
shareholders.
TAX STATUS OF
DISTRIBUTIONS
The Fund intends to distribute substantially all of its net
investment income (including net short-term capital gain)
to shareholders. If, at the close of each quarter of its
taxable year,

9
<PAGE>
at least 50% of the value of the Fund's total assets
consists of obligations the interest on which is excludable
from gross income, the Fund may pay "exempt-interest
dividends" to its shareholders. Exempt-interest dividends
are excludable from a shareholder's gross income for
federal income tax purposes but may have certain collateral
federal tax consequences including alternative minimum tax
consequences. In addition, the receipt of exempt-interest
dividends may cause persons receiving Social Security or
Railroad Retirement benefits to be taxable on a portion of
such benefits.

Any dividends paid out of income realized by the Fund
on taxable securities will be taxable to shareholders as
ordinary income (whether received in cash or in additional
shares) to the extent of the Fund's earnings and profits
and will not qualify for the dividends-received deduction
for corporate shareholders. Distributions to shareholders
of net capital gains of the Fund also will not qualify for
the dividends received deduction and will be taxable to
shareholders as long-term capital gain, whether received in
cash or additional shares, and regardless of how long a
shareholder has held the shares.

Dividends declared by the Fund in October, November
or December of any year and payable to shareholders of
record on a date in any such month will be deemed to have
been paid by the Fund and received by the shareholders on
December 31 of that year if paid by the Fund at any time
during the following January. The Fund intends to make
sufficient distributions prior to the end of each calendar
year to avoid liability for the federal excise tax
applicable to regulated investment companies.

Interest on indebtedness incurred or continued by a
shareholder in order to purchase or carry shares of the
Fund is not deductible for federal income tax purposes to
the extent that it relates to exempt-interest dividends
distributed to the shareholder during the taxable year.
Furthermore, the Fund may not be an appropriate investment
for persons (including corporations and other business
entities) who are "substantial users" (or persons related
to "substantial users") of facilities financed by
industrial development bonds or private activity bonds.
Such persons should consult their tax advisers before
purchasing shares.

The Fund will report annually to its shareholders the
portion of dividends that is taxable and the portion that
is tax-exempt based on income received by the Fund during
the year to which the dividends relate.

Each sale, exchange or redemption of the Fund's
shares is a taxable transaction to the shareholders.
PENNSYLVANIA TAXES
The following is a general, abbreviated summary of certain
of the provisions of the Pennsylvania tax code presently in
effect as they directly govern the taxation of shareholders
subject to Pennsylvania personal income tax. These
provisions are subject to change by legislative or
administrative action, and any such change may be
retroactive.

Distributions paid by the Fund to shareholders will
not be subject to the Pennsylvania personal income tax or
to the Philadelphia School District investment net income
tax to the extent that the distributions are attributable
to interest received by the

10
<PAGE>
Portfolio from its investments in (i) obligations issued by
the Commonwealth of Pennsylvania, any public authority,
commission, board of agency created by the Commonwealth of
Pennsylvania or any public authority created by such
political subdivision, and (ii) obligations of the United
States, the interest and gains from which are statutorily
free from state taxation in the Commonwealth. Distributions
by the Fund to a Pennsylvania resident that are
attributable to most other sources will not be exempt from
the Pennsylvania personal income tax or (for residents of
Philadelphia) the Philadelphia School District investment
net income tax. Distributions paid by the Fund which are
excludable as exempt income for federal tax purposes are
not subject to the Pennsylvania corporate net income tax.

The Fund intends to invest primarily in obligations
that produce interest exempt from federal and Pennsylvania
taxes. If the Fund invests in obligations that pay interest
that is not exempt for Pennsylvania purposes but is exempt
for federal purposes, a portion of the Fund's distributions
will be subject to Pennsylvania personal income tax.

GENERAL INFORMATION
_______________________________________________________________________

THE TRUST
The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated March 15, 1982. The
Declaration of Trust permits the Trust to offer separate
portfolios of shares and different classes of each
portfolio. In addition to the Fund, the Trust consists of
the following portfolios: Tax Free Portfolio, Institutional
Tax Free Portfolio, California Tax Exempt Portfolio,
Intermediate-Term Municipal Portfolio, Pennsylvania Tax
Free Portfolio, New York Municipal Bond Fund, New Jersey
Municipal Bond Fund, Massachusetts Municipal Bond Fund,
California Municipal Bond Fund, and Ohio Tax Free Fund. All
consideration received by the Trust for shares of any
portfolio and all assets of such portfolio belong to that
portfolio and would be subject to liabilities related
thereto.

The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation 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.
TRUSTEES OF THE TRUST
The management and affairs of the Trust are supervised by
the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential services to the Trust.
VOTING RIGHTS
Each share held entitles the shareholder of record to one
vote. The shareholders of each portfolio or class will vote
separately on matters relating solely to that portfolio or
class, such as any distribution plan. As a Massachusetts
business trust, the Trust is not required to hold annual
meetings of shareholders, but approval will be sought for
certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In
addition, a Trustee may be removed by the remaining
Trustees or by shareholders at a

11
<PAGE>
special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust.
In the event that such a meeting is requested, the Trust
will provide appropriate assistance and information to the
shareholders requesting the meeting.
REPORTING
The Trust issues unaudited financial statements
semi-annually and audited financial statements annually.
The Trust furnishes proxy statements and other reports to
shareholders of record.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to the Manager,
SEI Investments Fund Management, Oaks, Pennsylvania, 19456.
DIVIDENDS
The net investment income (exclusive of capital gains) of
the Fund is distributed in the form of dividends.

The Fund declares dividends daily, and shareholders
of record on the last record date of each period will be
entitled to receive the periodic dividend distribution,
which is generally paid on the 10th Business Day of the
following month. If any net capital gains are realized by
the Fund, they will be distributed annually. Shareholders
automatically receive all income dividends and capital gain
distributions in additional shares, unless the shareholder
has elected to take such payment in cash. Shareholders may
change their election by providing written notice to the
Manager at least 15 days prior to the distribution.
COUNSEL AND INDEPENDENT
PUBLIC ACCOUNTANTS
Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
Arthur Andersen LLP serves as the independent public
accountants of the Trust.
CUSTODIAN AND WIRE AGENT
First Union National Bank, Broad and Chestnut Streets, P.O.
Box 7618, Philadelphia, Pennsylvania 19101, serves as
Custodian of the Trust's assets and acts as wire agent of
the Trust. The Custodian holds cash, securities and other
assets of the Trust as required by the 1940 Act.

DESCRIPTION OF
PERMITTED
INVESTMENTS AND RISK
FACTORS ______________________________________________________________________

The following is a description of certain of the permitted
investments for the Fund, and the associated risk factors:
MONEY MARKET SECURITIES
Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They
consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S.
banks; (ii) U.S. Treasury obligations and obligations
issued by the agencies and instrumentalities of the U.S.
Government; and (iii) repurchase agreements involving any
of the foregoing obligations entered into with highly-rated
banks and broker-dealers.
MUNICIPAL SECURITIES
Municipal Securities consist of (i) debt obligations issued
by or on behalf of public authorities to obtain funds to be
used for various public facilities, for refunding

12
<PAGE>
outstanding obligations, for general operating expenses and
for lending such funds to other public institutions and
facilities, and (ii) certain private activity and
industrial development bonds issued by or on behalf of
public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately
operated facilities.

General obligation bonds are backed by the taxing
power of the issuing municipality. Revenue bonds are backed
by the revenues of a project or facility, tolls from a toll
bridge, for example. Certificates of participation
represent an interest in an underlying obligation or
commitment such as an obligation issued in connection with
a leasing arrangement. The payment of principal and
interest on private activity and industrial development
bonds generally is dependent solely on the ability of the
facility's user to meet its financial obligations and the
pledge, if any, of real and personal property so financed
as security for such payment.

Municipal notes include general obligation notes, tax
anticipation notes, revenue anticipation notes, bond
anticipation notes, certificates of indebtedness, demand
notes and construction loan notes and participation
interests in municipal notes. Municipal bonds include
general obligation bonds, revenue or special obligation
bonds, private activity and industrial development bonds
and participation interests in municipal bonds.
REPURCHASE AGREEMENTS
Repurchase agreements are arrangements by which the Fund
obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. Repurchase
agreements are considered loans under the 1940 Act.
STANDBY COMMITMENTS AND
PUTS
Securities subject to standby commitments or puts permit
the holder thereof to sell the securities at a fixed price
prior to maturity. Securities subject to a standby
commitment or put may be sold at any time at the current
market price. However, unless the standby commitment or put
was an integral part of the security as originally issued,
it may not be marketable or assignable; therefore, the
standby commitment or put would only have value to the Fund
owning the security to which it relates. In certain cases,
a premium may be paid for a standby commitment or put,
which premium will have the effect of reducing the yield
otherwise payable on the underlying security. The Fund will
limit standby commitment or put transactions to
institutions believed to present minimal credit risks.
U.S. GOVERNMENT
OBLIGATIONS
Obligations issued by the U.S. Treasury or issued or
guaranteed by agencies of the U.S. Government and
obligations issued or guaranteed by instrumentalities of
the U.S. Government. Some of these securities are supported
by the full faith and credit of the U.S. Treasury (e.g.,
Government National Mortgage Association securities),
others are supported by the right of the issuer to borrow
from the Treasury (e.g., Federal Farm Credit Bank
securities), while still others are supported only by the
credit of the instrumentality (e.g. Fannie Mae securities).
VARIABLE AND FLOATING
RATE INSTRUMENTS
Certain of the obligations purchased by the Fund may carry
variable or floating rates of interest and may involve a
conditional or unconditional demand feature. Such
obligations

13
<PAGE>
may include variable amount master demand notes. Such
instruments bear interest at rates which are not fixed, but
which vary with changes in specified market rates or
indices. The interest rates on these securities may be
reset daily, weekly, quarterly or at some other interval,
and may have a floor or ceiling on interest rate changes.
There is a risk that the current interest rate on such
obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice
period exceeding seven days may be considered illiquid if
there is no secondary market for such security.
WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES
When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. The Fund will maintain with the
custodian a separate account with liquid securities or cash
in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of
the purchase date, and no interest accrues to the Fund
before settlement.

14
<PAGE>
TABLE OF CONTENTS
_________________________________________________________________

<TABLE>
<S> <C>
Annual Operating Expenses................................................. 2
The Trust................................................................. 3
Investment Objective and Policies......................................... 3
General Investment Policies............................................... 4
Risk Factors.............................................................. 4
Investment Limitations.................................................... 5
The Manager............................................................... 5
The Adviser............................................................... 5
Distribution and Shareholder Servicing.................................... 6
Purchase and Redemption of Shares......................................... 7
Performance............................................................... 8
Taxes..................................................................... 9
General Information....................................................... 11
Description of Permitted Investments and Risk Factors..................... 12
</TABLE>

15
<PAGE>
SEI TAX EXEMPT TRUST

Manager:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Investment Adviser:

Morgan Grenfell Capital

Management Incorporated

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of
Pennsylvania Municipal Bond Fund (the "Portfolio") of SEI Tax Exempt Trust (the
"Trust") and should be read in conjunction with the Portfolio's Class A
Prospectus dated August 17, 1998. Prospectuses may be obtained by writing the
Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456,
or by calling 1-800-342-5734.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust............................................................................. S-2
Description of Permitted Investments.................................................. S-2
Description of Ratings................................................................ S-5
Investment Limitations................................................................ S-6
Non-Fundamental Policies.............................................................. S-6
State Specific Disclosure............................................................. S-7
The Manager........................................................................... S-8
The Adviser........................................................................... S-8
Distribution and Shareholder Servicing................................................ S-8
Trustees and Officers of the Trust.................................................... S-9
Performance........................................................................... S-11
Determination of Net Asset Value...................................................... S-12
Purchase and Redemption of Shares..................................................... S-12
Taxes................................................................................. S-13
Portfolio Transactions................................................................ S-15
Description of Shares................................................................. S-16
Limitation of Trustees' Liability..................................................... S-16
Shareholder Liability................................................................. S-16
Experts............................................................................... S-16
Legal Counsel......................................................................... S-16
</TABLE>

August 17, 1998
<PAGE>
THE TRUST

SEI Tax Exempt Trust (the "Trust") is an open-end management investment
company established as a Massachusetts business trust pursuant to a Declaration
of Trust dated March 15, 1982. The Declaration of Trust permits the Trust to
offer separate series ("portfolios") of units of beneficial interest ("shares")
and separate classes of portfolios. This Statement of Additional Information
relates to Class A shares of the Pennsylvania Municipal Bond Fund (the
"Portfolio"). Except for differences between the Class A and Class B shares of
the Portfolio pertaining to sales loads, shareholder servicing and
administrative services plans, distribution plans, transfer agency costs, voting
rights and/or dividends, each share of the Portfolio represents an equal
proportionate interest in the Portfolio with each other share of the Portfolio.

DESCRIPTION OF PERMITTED INVESTMENTS

BANKERS' ACCEPTANCES--Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are
issued by corporations to finance the shipment and storage of goods. Maturities
are generally six months or less.

CERTIFICATES OF DEPOSIT--Certificates of deposit is an interest-bearing
instrument with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER--Commercial paper is a term used to describe unsecured
short-term promissory notes issued by banks, municipalities, corporations and
other entities. Maturities on these issues vary from one to 270 days.

FIXED INCOME SECURITIES--Fixed income securities are debt obligations issued
by corporations, municipalities and other borrowers. The market value of the
Portfolio'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. Changes by recognized rating agencies 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
portfolio securities will not necessarily affect cash income derived from these
securities, but will affect the Portfolio's net asset value.

INVESTMENT COMPANY SHARES--The Portfolio may invest in shares of other
investment companies, to the extent permitted by applicable law and subject to
certain restrictions set forth in this Statement of Additional Information.
These investment companies typically incur fees that are separate from those
fees incurred directly by the Portfolio. The Portfolio's purchase of such
investment company securities results in the layering of expenses, such that
shareholders would indirectly bear a proportionate share of the operating
expenses of such investment companies, including advisory fees, in addition to
paying Portfolio expenses. Under applicable regulations, the Portfolio is
prohibited from acquiring the securities of another investment company if, as a
result of such acquisition: (1) the Portfolio owns more than 3% of the total
voting stock of the other company; (2) securities issued by any one investment
company represent more than 5% of the Portfolio's total assets; or (3)
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Portfolio.

MUNICIPAL LEASES--The Portfolio may invest in instruments, or participations
in instruments, issued in connection with lease obligations or installment
purchase contract obligations of municipalities ("municipal lease obligations").
Although municipal lease obligations do not constitute general obligations of
the issuing municipality, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate funds for, and make the
payments due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses, which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such

S-2
<PAGE>
purpose in the relevant years. Municipal lease obligations are a relatively new
form of financing, and the market for such obligations is still developing.
Municipal leases will be treated as liquid only if they satisfy criteria set
forth in guidelines established by the Board of Trustees, and there can be no
assurance that a market will exist or continue to exist for any municipal lease
obligation.

MUNICIPAL NOTES--Municipal notes consist of general obligation notes, tax
anticipation notes (notes sold to finance working capital needs of the issuer in
anticipation of receiving taxes on a future date), revenue anticipation notes
(notes sold to provide needed cash prior receipt of expected non-tax revenues
from a specific source), bond anticipation notes, tax and revenue anticipation
notes, certificates of indebtedness, demand notes, and construction loan notes.
The maturities of the instruments at the time of issue will generally range from
three months to one year.

MUNICIPAL BONDS--Municipal bonds are debt obligations issued to obtain funds
for various public purposes. The Portfolio may purchase private activity or
industrial development bonds if the interest paid is exempt from federal income
tax. These bonds are issued by or on behalf of public authorities to raise money
to finance various privately-owned or -operated facilities for business and
manufacturing, housing, sports, and pollution control. These bonds are also used
to finance public facilities such as airports, mass transit systems, ports,
parking or sewage or solid waste disposal facilities, as well as certain other
categories. The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's user to meet its financial obligations
and the pledge, if any, of real and personal property so financed as security
for such payment.

REPURCHASE AGREEMENTS--Repurchase agreements are agreements under which
securities are acquired from a securities dealer or bank subject to resale on an
agreed upon date and at an agreed upon price which includes principal and
interest. The Portfolio or its agent will have actual or constructive possession
of the securities held as collateral for the repurchase agreement. The Portfolio
bears a risk of loss in the event the other party defaults on its obligations
and the Portfolio is delayed or prevented from exercising its right to dispose
of the collateral securities, or if the Portfolio realizes a loss on the sale of
the collateral securities. The Adviser will enter into repurchase agreements on
behalf of the Portfolio only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on guidelines
established and periodically reviewed by the Board of Trustees. These guidelines
currently permit the Portfolio 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 Portfolio 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 will monitor compliance with this requirement. Under all
repurchase agreements entered into by the Portfolio, the Custodian or its agent
must take possession of the underlying collateral. However, if the seller
defaults, the Portfolio 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 Portfolio may incur delays and costs in selling the
security and may suffer a loss of principal and interest if the Portfolio is
treated as an unsecured creditor.

STANDBY COMMITMENTS AND PUT TRANSACTIONS--The Portfolio reserves the right
to engage in put transactions. The Adviser has the authority to purchase
securities at a price which would result in a yield to maturity lower than that
generally offered by the seller at the time of purchase when the Portfolio can
simultaneously acquire the right to sell the securities back to the seller, the
issuer, or a third party (the "writer") at an agreed-upon price at any time
during a stated period or on a certain date. Such a right is generally denoted
as a "standby commitment" or a "put." The purpose of engaging in transactions
involving puts is to maintain flexibility and liquidity to permit the Portfolio
to meet redemptions and

S-3
<PAGE>
remain as fully invested as possible in municipal securities. The right to put
the securities depends on the writer's ability to pay for the securities at the
time the put is exercised. The Portfolio would limit its put transactions to
institutions which the Adviser believes present minimum credit risks, and the
Adviser would use its best efforts to initially determine and continue to
monitor the financial strength of the sellers of the options by evaluating their
financial statements and such other information as is available in the
marketplace. It may, however, be difficult to monitor the financial strength of
the writers because adequate current financial information may not be available.
In the event that any writer is unable to honor a put for financial reasons, the
Portfolio would be a general creditor (I.E., on a parity with all other
unsecured creditors) of the writer. Furthermore, particular provisions of the
contract between the Portfolio and the writer may excuse the writer from
repurchasing the securities; for example, a change in the published rating of
the underlying securities or any similar event that has an adverse effect on the
issuer's credit or a provision in the contract that the put will not be
exercised except in certain special cases, for example, to maintain portfolio
liquidity. The Portfolio could, however, at any time sell the underlying
portfolio security in the open market or wait until the portfolio security
matures, at which time it should realize the full par value of the security.

The securities purchased subject to a put, may be sold to third persons at
any time, even though the put is outstanding, but the put itself, unless it is
an integral part of the security as originally issued, may not be marketable or
otherwise assignable. Therefore, the put would have value only to the Portfolio.
Sale of the securities to third parties or lapse of time with the put
unexercised may terminate the right to put the securities. Prior to the
expiration of any put option, the Portfolio could seek to negotiate terms for
the extension of such an option. If such a renewal cannot be negotiated on terms
satisfactory to the Portfolio, the Portfolio could, of course, sell the
security. The maturity of the underlying security will generally be different
from that of the put. The Portfolio will consider the "maturity" of a security
subject to a put to be the first date on which it has the right to demand
payment from the writer of the put although the final maturity of the security
is later than such date.

The Trust has received a private letter ruling from the Internal Revenue
Service that, to the extent it purchases securities subject to the right to put
them back to the seller in order to maintain liquidity to meet redemption
requirements, it will be treated as the owner of those securities for federal
income tax purposes. No assurance can be given that legislative, judicial or
administrative changes may not be forthcoming which could modify the Trust's
private letter ruling.

TIME DEPOSITS--Time deposits are non-negotiable receipts 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 a withdrawal penalty are
considered to be illiquid securities.

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. These
securities are subject to market fluctuation due to changes in market interest
rates, and it is possible that the market value at the time of settlement could
be higher or lower than the purchase price if the general level of interest
rates has changed. Although the Portfolio generally purchases securities on a
when-issued or forward commitment basis with the intention of actually acquiring
securities for its portfolio, the Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if the Adviser deems it
appropriate to do so.

The Portfolio will only make commitments to purchase obligations on a
when-issued basis with the intention of actually acquiring the securities, but
may sell them before the settlement date. The when-issued securities are subject
to market fluctuation, and no interest accrues to the purchaser during this
period. The payment obligation and the interest rate that will be received on
the securities are each fixed at the time the purchaser 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
the delivery takes

S-4
<PAGE>
place may actually be higher than those obtained in the transaction itself. In
that case there could be an unrealized loss at the time of delivery.

The Portfolio will establish segregated accounts with the Custodian and will
maintain liquid assets in an amount at least equal in value to the Portfolio's
commitments to purchase when-issued securities.

DESCRIPTION OF RATINGS

MUNICIPAL NOTE RATINGS. A Standard & Poor's Corporation ("S&P") note rating
reflects the liquidity concerns and market access risks unique to notes. Notes
due in 3 years or less will likely receive a note rating. Notes maturing beyond
3 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 rating 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.

Moody's Investors Service, Inc. ("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. They have strong
protection from established cash flows of funds for their servicing or from
established and broad-based access to the market for refinancing or both.
Municipal obligations rated MIG-2 and VMIG-2 are high quality. Margins of
protection are ample although not so large as in the preceding group.

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 rated 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 degrees.

Bonds rated A by S&P have a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories. 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.

Bonds which are rated Aaa by Moody's are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large, or an exceptionally
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 by
Moody's 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 or protection
may not be as large as in Aaa-rated 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-rated
securities.

S-5
<PAGE>
Bonds which are rated A by Moody's 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 sometime in the
future.

Bonds which are rated Baa by Moody's 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.

COMMERCIAL PAPER RATINGS. 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, 2 and 3 to indicate the relative
degree of safety, issues rated A-1+ are those with an "overwhelming degree" of
credit protection. Those rated A-1 reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2 reflect a "satisfactory" degree of
safety regarding timely payment.

Commercial paper issuers rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality, respectively, on the
basis of relative repayment capacity.

INVESTMENT LIMITATIONS

The Portfolio may not:

1. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that the Portfolio may (i) purchase or hold
debt instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.

2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that the Portfolio may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts, and (ii)
commodities contracts relating to financial instruments, such as financial
futures contracts and options on such contracts.

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

4. Issue senior securities (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), except as permitted by rule, regulation or
order of the SEC.

5. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

NON-FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies and may be
changed without shareholder approval.

1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
by the Portfolio's fundamental limitation on borrowing.

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

3. Purchase securities on margin or effect short sales, except that the
Portfolio may (i) obtain short-term credits as necessary for the clearance
of security transactions, (ii) provide initial and variation margin payments
in connection with transactions involving futures contracts and options on
such contracts,

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<PAGE>
and (iii) make short sales "against the box" or in compliance with the SEC's
position regarding the asset segregation requirements of Section 18 of the
1940 Act.

4. Purchase securities which are not readily marketable if, in the aggregate,
more than 15% of its total assets would be invested in such securities.

5. Purchase or hold illiquid securities, I.E., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its total
assets would be invested in illiquid securities.

6. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

The foregoing percentages will apply at the time of the purchase of a
security and shall not be violated unless an excess or deficiency occurs,
immediately after or as a result of a purchase of such security.

STATE SPECIFIC DISCLOSURE

The following information constitutes only a brief summary, and is not
intended as a complete description.

SPECIAL CONSIDERATIONS RELATING TO PENNSYLVANIA MUNICIPAL SECURITIES

REVENUES AND EXPENDITURES. The Constitution of Pennsylvania provides that
operating budget appropriations may not exceed the estimated revenues and
available surplus in the fiscal year for which funds are appropriated. Annual
budgets are enacted for the General Fund and for certain special revenue funds
which represent the majority of expenditures of the Commonwealth. Pennsylvania's
Governmental Funds receive a majority of their revenues from taxes levied by the
Commonwealth. Interest earnings, licenses and fees, lottery ticket sales, liquor
store profits, miscellaneous revenues, augmentations and federal government
grants supply the balance of the receipts of these funds.

LOCAL GOVERNMENT DEBT. Local government in Pennsylvania consists of
numerous individual units. Each unit is distinct and independent of other local
units, although they may overlap geographically. There is extensive general
legislation applying to local government. Municipalities may also issue revenue
obligations without limit and without affecting their general obligation
borrowing capacity if the obligations are projected to be paid solely from
project revenues. Municipal authorities and industrial development authorities
are also widespread in Pennsylvania.

S-7
<PAGE>
THE MANAGER

The Trust and SEI Investments Fund Management ("SEI Management" or the
"Manager") have entered into a Management Agreement (the "Management
Agreement"). The Management Agreement provides that the Manager shall not be
liable for any error of judgement 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 continuance of the Management Agreement must be specifically approved at
least annually (i) by the vote of a majority of the Trustees or by the vote of a
majority of the outstanding voting securities of the Portfolio, and (ii) by the
vote of a majority of the Trustees of the Trust who are not parties to the
Management Agreement or an "interested person" (as that term is defined in the
1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is terminable at
any time without penalty by the Trustees of the Trust, by a vote of a majority
of the outstanding shares of the Portfolio or by the Manager on not less than 30
days' nor more than 60 days' written notice.

The Manager, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Manager. SEI Investments and its
subsidiaries and affiliates, including the Manager, are leading providers of
funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Manager and its affiliates also serve as administrator or
sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street
Funds, Boston 1784 Funds-Registered Trademark-, CoreFunds, Inc., CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Nevis Funds, Monitor Funds, Morgan Grenfell Investment Trust, Oak Associates
Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds,
Santa Barbara Group of Mutual Funds, Inc., SEI Asset Allocation Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Daily Income Trust, STI Classic
Funds, STI Classic Variable Trust, TIP Funds and TIP Institutional Funds.

THE ADVISER

The Advisory Agreement provides that the Adviser shall not be protected
against any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations or duties thereunder.

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

DISTRIBUTION AND SHAREHOLDER SERVICING

The Portfolio has adopted a shareholder servicing plan for their Class A
shares (the "Service Plan"). Under the Service Plan, the Distributor may
perform, or may compensate other service providers for performing, the following
shareholder and administrative services: maintaining client accounts; arranging

S-8
<PAGE>
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.

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-,
CoreFunds, Inc., CrestFunds, Inc., CUFUND, The Expedition Funds, First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc., HighMark Funds, Monitor Funds, Morgan Grenfell Investment Trust,
Nevis Funds, Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series
Fund, Inc., The Pillar Funds, Santa Barbara Group of Mutual Funds, Inc., SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Mangaged Trust, SEI
International Trust, SEI Liquid Asset Trust, STI Classic Funds, STI Classic
Variable Trust, TIP Funds and TIP Institutional Funds, each of which is an
open-end management investment company managed by SEI Fund Management or its
affiliates and, except for Santa Barbara Group of Mutual Funds, Inc.,
distributed by SEI Investments Distribution Co.

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

WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the Manager and the Distributor. Director and
Secretary of SEI Investments and Secretary of the Manager and the Distributor.
Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition
Funds, Marquis Funds-Registered Trademark-, Oak Associates Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed Trust ,SEI Institutional
International Trust and SEI Liquid Asset 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 Investments Trust, SEI
Institutional Managed Trust, SEI Institutional International Trust, SEI Liquid
Asset Trust, STI Classic Funds and STI Classic Variable Trust.

FRANK E. MORRIS (DOB 12/30/23)--Trustee**--Peter Drucker Professor of
Management, Boston College, 1989-1990. President, Federal Reserve Bank of
Boston, 1968-1988. Trustee of the Advisors' Inner Circle Fund, The Arbor Fund,
The Expedition Funds, Marquis Funds-Registered Trademark-, Oak Associates Funds,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust and SEI Liquid Asset Trust.

S-9
<PAGE>
JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund,
The Arbor Fund, The Expedition Funds, Marquis Funds-Registered Trademark-, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust and SEI Liquid Asset Trust.

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

EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive
Officer--Executive Vice President and President--Asset Management Division of
SEI Investments and the Manager since 1994. Senior Vice President, SEI
Investments, 1986-1991; Vice President, SEI Investments, 1981-1986.

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

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

KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments Company since 1997; Assistant Controller
of SEI Investments since 1995; Vice President of SEI Investments Company since
1991; Director of Taxes of SEI Investments Company 1987 to 1991. Tax Manager,
Arthur Anderson LLP prior to 1987.

JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Manager and the
Distributor since 1998. Vice President and General Counsel, FPS Services, Inc.,
1993-1997. Staff Counsel and Secretary, Provident Mutual Family of Funds,
1990-1993.

SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant
Secretary--Secretary of the Distributor since 1998; Vice President of the
Distributor since 1988. Vice President and Assistant Secretary of the Manager
since 1988. Assistant Secretary of the Distributor from 1988-1998.

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, the
Manager 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 September 1990 - August
1992.

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

KATHRYN L. STANTON (DOB 11/19/58)--Vice President and Assistant
Secretary--General Counsel, Investment Systems and Services since 1997. Deputy
General Counsel of SEI Investments since 1996. Vice President and Assistant
Secretary of SEI Investments, the Manager and the Distributor since 1994;
Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994

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

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

MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Fund Resources and Vice
President of the Manager since 1996. Vice President of the Distributor since
December 1997. Vice President, Fund Accounting, BISYS Fund Services, September
1995 to November 1996. Senior Vice President and Site Manager, Fidelity
Investments 1981 to September 1995.

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

* 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 Morris 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 the
Manager.

The following table sets forth information about the compensation paid to
the Trustees for the Trust's fiscal year ended August 31, 1997:

<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT ESTIMATED FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED ANNUAL AND FUND COMPLEX
FROM REGISTRANT AS PART OF BENEFITS UPON PAID TO DIRECTORS
NAME OF PERSON AND POSITION FOR FYE 8/31/97 FUND EXPENSES RETIREMENT FOR FYE 8/31/97
- ---------------------------------------- --------------- ------------------- --------------- ----------------------
<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............... $ 12,162 N/A N/A $96,750 on services on
8 boards
Frank E. Morris, Trustee................ $ 12,162 N/A N/A $96,750 on service on
8 boards
James M. Storey, Trustee................ $ 12,162 N/A N/A $96,750 on service on
8 boards
George J. Sullivan, Trustee............. $ 12,162 N/A N/A $96,750 on services on
8 boards
</TABLE>

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, the Portfolio may advertise yield. This figure will be
based on historical earnings and is not intended to indicate future performance.
The yield of the Portfolio refers to the annualized income generated by an
investment in the Portfolio over a specified 30-day period. The yield is
calculated by assuming that the income generated by the investment during that
period generated each period over one year and is shown as a percentage of the
investment. In particular, yield will be calculated according to the following
formula:

Yield = 2([(a-b)/(cd) + 1)](6) - 1) where a = dividends and interest earned
during the period; b = expenses accrued for the period (net of reimbursement); c
= the current daily number of shares

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<PAGE>
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.

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

Yields are one basis upon which investors may compare the Portfolio with
other funds; however, yields of other 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.

From time to time, the Portfolio may advertise total return. The total
return of the Portfolio refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including, but not limited
to, the period from which the Portfolio 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)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.

The Portfolio may, from time to time, compare its performance to other
mutual funds tracked by mutual fund rating services, to broad groups of
comparable mutual funds or to unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for sales charges,
administrative and management costs.

DETERMINATION OF NET ASSET VALUE

Securities of the Portfolio may be valued by the Manager pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations, which system considers such factors as security prices, yields,
maturities, call features, ratings and developments relating to specific
securities in arriving at valuations. The procedures of the pricing service and
its valuations are reviewed by the officers of the Trust under the general
supervision of the Trustees.

Information about the market value of each portfolio security may be
obtained by the Manager from an independent pricing service. Securities having
maturities of 60 days or less at the time of purchase will be valued using the
amortized cost method (described in the Statement of Additional Information),
which approximates the securities' market value. The pricing service may use a
matrix system to determine valuations of fixed income securities. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The pricing service may also provide market quotations. The
procedures used by the pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the Trustees. Portfolio
securities for which market quotations are available are valued at the last
quoted sale price on each Business Day or, if there is no such reported sale, at
the most recently quoted bid price.

PURCHASE AND REDEMPTION OF SHARES

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 be order permit. The Trust
also reserves the right to suspend sales of shares of the Portfolio for any
period during which the New York Stock Exchange, the Manager, the Portfolio's
Adviser, the Distributor and/or the Custodian are not open for business.

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<PAGE>
TAXES

FEDERAL INCOME TAX

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.

The Portfolio will decide whether to distribute or retain all or part of any
net capital gains (the excess of net long-term capital gains over net short-term
capital losses) in any year for reinvestment. If any such gains are retained,
the Portfolio will pay federal income tax thereon, and, if the Portfolio makes
an election, the shareholders will include such undistributed gains in their
income and shareholders subject to tax will be able to claim their share of the
tax paid by the Portfolio as a credit against their federal income tax
liability.

A gain or loss realized by a shareholder on the sale or exchange of shares
of the Portfolio held as a capital asset will be capital gain or loss, and such
gain or loss will be long-term if the holding period for the shares exceeds one
year, and otherwise will be short-term. Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are replaced within the
61-day period beginning 30 days before and ending 30 days after the shares are
disposed of. Any loss realized by a shareholder on the disposition of shares
held 6 months or less is treated as a long-term capital loss to the extent of
any distributions of net long-term capital gains received by the shareholder
with respect to such shares or any inclusion of undistributed capital gain with
respect to such shares.

The Portfolio will generally 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 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.

The Portfolio is required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions, and
redemptions) paid individual or non-corporate to shareholders who have not
certified on the Account Registration Form or on a separate form supplied by the
Portfolio, that the Social Security or Taxpayer Identification Number provided
is correct and that the shareholder is exempt from backup withholding or is not
currently subject to backup withholding.

The Portfolio within the Trust is generally treated as a separate
corporation for federal income tax purposes, and thus the provisions of the Code
generally will be applied to the Portfolio separately, rather than to the Trust
as a whole. Net long-term and short-term capital gains, net income, and
operating expenses therefore will be determined separately for the Portfolio.

If the Portfolio fails to qualify as a regulated investment company ("RIC")
for any year, all of its income will be subject to tax at corporate rates, and
its distributions (including capital gains distributions) will be taxable as
ordinary income dividends to its shareholders, subject to the corporate
dividends received deduction for corporate shareholders. No dividends of the
Portfolio are expected to qualify for that deduction.

As noted in the Prospectus for the Portfolio, exempt-interest dividends are
excludable from a shareholder's gross income for regular federal income tax
purposes. Exempt-interest dividends may nevertheless be subject to the
alternative minimum tax (the "Alternative Minimum Tax") imposed by Section 55 of
the Code or the environmental tax (the "Environmental Tax") imposed by Section
59A of the Code. The Alternative Minimum Tax is imposed at the rate of 26% to
28% in the case of non-corporate taxpayers and at the rate of 20% in the case of
corporate taxpayers, to the extent it exceeds the taxpayer's regular tax
liability. The Environmental Tax is imposed at the rate of 0.12% and applies
only to corporate

S-13
<PAGE>
taxpayers. The Alternative Minimum Tax and the Environmental Tax may be imposed
in two circumstances. First, exempt-interest dividends derived from certain
"private activity bonds" issued after August 7, 1986, will generally be an item
of tax preference and therefore potentially subject to the Alternative Minimum
Tax for both corporate and non-corporate taxpayers and the Environmental Tax for
corporate taxpayers only. The Portfolio intends, when possible, to avoid
investing in private activity bonds. Second, in the case of exempt-interest
dividends received by corporate shareholders, all exempt-interest dividends,
regardless of when the bonds from which they are derived were issued or whether
they are derived from private activity bonds, will be included in the
corporation's "adjusted current earnings," as defined in Section 56(g) of the
Code, in calculating the corporation's alternative minimum taxable income for
purposes of determining the Alternative Minimum Tax and the Environmental Tax.

The percentage of income that constitutes "exempt-interest dividends" will
be determined for each year for the Portfolio and will be applied uniformly to
all dividends declared with respect to the Portfolio during that year. This
percentage may differ from the actual percentage for any particular day.

Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Portfolio will not be deductible for federal income tax purposes
to the extent that the Portfolio distributes exempt-interest dividends during
the taxable year. The deduction otherwise allowable to property and casualty
insurance companies for "losses incurred" will be reduced by an amount equal to
a portion of exempt-interest dividends received or accrued during any taxable
year. Certain foreign corporations engaged in a trade or business in the United
States will be subject to a "branch profits tax" on their "dividend equivalent
amount" for the taxable year, which will include exempt-interest dividends.
Certain Subchapter S corporations may also be subject to taxes on their "passive
investment income," which could include exempt-interest dividends. Up to 85% of
the Social Security benefits or railroad retirement benefits received by an
individual during any taxable year will be included in the gross income of such
individual if the individual's "modified adjusted gross income" (which includes
exempt-interest dividends) plus one-half of the Social Security benefits or
railroad retirement benefits received by such individual during that taxable
year exceeds the base amount described in Section 86 of the Code.

Entities or persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by industrial development bonds or
private activity bonds should consult their tax advisors before purchasing
shares of the Portfolio. "Substantial user" is defined generally as including a
"non-exempt person" who regularly uses in a trade or business a part of a
facility financed from the proceeds of industrial development bonds or private
activity bonds.

Issuers of bonds purchased by the Portfolio (or the beneficiary of such
bonds) may have made certain representations or covenants in connection with the
issuance of such bonds to satisfy certain requirements of the Code that must be
satisfied subsequent to the issuance of such bonds. Investors should be aware
that exempt-interest dividends derived from such bonds may become subject to
federal income taxation retroactively to the date of issuance of the bonds to
which such dividends are attributable if such representations are determined to
have been inaccurate or if the issuer of such bonds (or the beneficiary of such
bonds) fails to comply with such covenants.

STATE TAXES

A Portfolio is not liable for any income or franchise tax in Massachusetts
if it qualifies as a RIC for federal income tax purposes. Depending upon
applicable state and local law, shareholders of the Portfolio may be exempt from
state and local taxes on distributions of tax-exempt interest income derived
from obligations of the state and/or municipalities in which they reside, but
shareholders may be subject to tax on income derived from obligations of other
jurisdictions. The Portfolio will make periodic reports to shareholders of the
source of distributions on a state-by-state basis.

Shareholders should consult their tax advisors concerning the state and
local tax consequences of investments in the Trust, which may differ from the
federal income tax consequences described above.

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<PAGE>
PORTFOLIO 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 Portfolio transactions. In placing orders, it is the Trust's policy to
seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the Adviser
generally seeks reasonably competitive spreads or commissions, the Trust will
not necessarily be paying the lowest spread or commission available. The Trust's
policy of investing in securities with short maturities will result in high
portfolio turnover. The Trust will not purchase portfolio securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.

The Trust does not expect to use one particular dealer, but, subject to the
Trust's policy of seeking the best net results, dealers who provide supplemental
investment research to the Adviser may receive orders for transactions by the
Trust. Information so received will be in addition to and not in lieu of the
services required to be performed by the Adviser under the Advisory Agreement,
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 the Portfolio invests are traded
primarily in the over-the-counter market. Bonds and debentures are usually
traded over-the-counter, but may be traded on an exchange. Where possible, the
Portfolio's 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 are generally traded on a net basis, and do
not normally involve either brokerage commissions or transfer taxes. The cost of
executing portfolio securities transactions of the Portfolio will primarily
consist of dealer spreads and underwriting commissions.

It is expected that the Portfolio 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, as amended, and rules of the SEC. Under these provisions, the Distributor
is permitted to receive and retain compensation for effecting portfolio
transactions for the Portfolio 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 Portfolio may direct commission business to
one or more designated broker-dealers, including the Distributor, in connection
with payment of certain of the Portfolio's expenses by such broker-dealers. 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.

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

The Adviser may, consistent with the interests of the Portfolio, select
brokers on the basis of the research services they provide to the Adviser. Such
services may include analysis of the business or

S-15
<PAGE>
prospects of a company, industry or economic sector or statistical and pricing
services. Information so received by the Adviser will be in addition to and not
in lieu of the services required to be performed by the Adviser under the
Advisory Agreement. If in the judgement of the Adviser, the Portfolio, or other
accounts managed by the Adviser, will be benefitted by supplemental research
services, the Adviser is authorized to pay brokerage commissions to a broker
furnishing such services which are in excess of commissions which another broker
may have charged for effecting the same transaction. The expenses of the Adviser
will not necessarily be reduced as a result of the receipt of such supplemental
information.

It is expected that the portfolio turnover rate will normally not exceed
100% for the Portfolio. A portfolio turnover rate would exceed 100% if all of
its securities, exclusive of U.S. Government securities and other securities
whose maturities at the time of acquisition are one year or less, are replaced
in the period of one year. Turnover rates may vary from year to year and may be
affected by cash requirements for redemptions and by requirements which enable
the Portfolio to receive favorable tax treatment.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Portfolio, each of which represents an equal proportionate
interest in the Portfolio. Each share upon liquidation entitles a shareholder to
a pro rata share in the net assets of the Portfolio, after taking into account
class specific expenses. Shareholders have no preemptive rights. The Declaration
of Trust provides that the Trustees of the Trust may create additional
portfolios of shares or classes of portfolios. 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 wilful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a Trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. Even if, however, the Trust were held to be a
partnership, the possibility of the shareholders' incurring financial loss for
that reason 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, and because, the Declaration of Trust provides for indemnification out
of the Trust property for any shareholders held personally liable for the
obligations of the Trust.

EXPERTS

Arthur Andersen LLP serves as the independent public accounts of the Trust.

LEGAL COUNSEL

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

S-16
<PAGE>
PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) Financial Statements

(1) Part A: Not Applicable

(2) Part B: Not Applicable

(b) Additional Exhibits

<TABLE>
<S> <C>
(1)(a) Registrant's Declaration of Trust is incorporated herein by reference to
Post Effective Amendment No. 41 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
(1)(b) Amendment to the Registrant's Declaration of Trust, dated July 30, 1982, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(c) Amendment to the Registrant's Declaration of Trust, dated May 23, 1986, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(d) Amendment to the Registrant's Declaration of Trust, dated April 8, 1987, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(e) Amendment to the Registrant's Declaration of Trust, dated December 23, 1988,
is incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(f) Amendment to the Registrant's Declaration of Trust, dated June 16, 1989, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(g) Amendment to the Registrant's Declaration of Trust, dated July 5, 1989, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(1)(h) Amendment to the Registrant's Declaration of Trust, dated November 15, 1989,
is incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(2)(a) Registrant's By-Laws are incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(2)(b) Amended By-Laws are incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(3) Not Applicable.
(4) Not Applicable.
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
(5)(a) Investment Advisory Agreement with Weiss, Peck and Greer Advisers, Inc. is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(5)(b) Investment Advisory Agreement with Bessemer Trust Company as filed with Post
Effective Amendment No. 19 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) as previously filed with the Securities and
Exchange Commission.
(5)(c) Investment Advisory Agreement with First National Bank in Wichita (now
INTRUST Bank, NA in Wichita) as filed with Post Effective Amendment No. 29
to Registrant's Registration Statement on Form N-1A (File No. 2-76990)
filed with the Securities and Exchange Commission on December 28, 1990.
(5)(d) Investment Advisory Agreement with Woodbridge Capital Management, Inc. as
filed with Post Effective Amendment No. 35 to Registrant's Registration on
Form N-1A (File No. 2-76990) as previously filed with the Securities and
Exchange Commission.
(5)(e) Investment Advisory Agreement with State Street Bank and Trust Company as
filed with Post Effective Amendment No. 35 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed with the
Securities and Exchange Commission.
(5)(f) Schedule E dated August 5, 1992 to Investment Advisory Agreement with Weiss,
Peck & Greer Advisers, Inc. as filed with Post Effective Amendment No. 32
to Registrant's Registration Statement on Form N-1A (File No. 2-76990)
filed with the Securities and Exchange Commission on August 17, 1992
(adding Bainbridge Tax Exempt Portfolio).
(5)(g) Schedule G, dated December 10, 1993, to Investment Advisory Agreement with
Weiss, Peck & Greer Advisers, Inc. (adding Intermediate-Term Municipal,
California Intermediate-Term Municipal, and New York Intermediate-Term
Municipal Portfolios) is incorporated herein by reference to Post
Effective Amendment No. 41 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) filed with the Securities and Exchange Commission
on December 18, 1997.
(5)(h) Schedule H, dated March 8, 1994, to Investment Advisory Agreement with
Weiss, Peck & Greer Advisers, Inc. (adding Institutional Tax Free,
Pennsylvania Tax Free, California Tax Exempt, Bainbridge and Tax Free
Portfolios) is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(5)(i) Investment Advisory Agreement with Morgan Grenfell Capital Management, Inc.,
is incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(5)(j) Investment Advisory Agreement with SEI Financial Management Corporation, is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(5)(k) Investment Sub-Advisory Agreement with Standish, Ayer & Wood, Inc., is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
(6) Distribution Agreement is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(7) Not Applicable.
(8) Custodian Agreement is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(9)(a) Management Agreement is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(9)(b) Schedule E dated August 5, 1992 to Management Agreement as filed with Post
Effective Amendment No. 32 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) filed with the Securities and Exchange Commission
on August 17, 1992 (adding Massachusetts Intermediate-Term Municipal
Portfolio).
(9)(c) Schedule F dated August 5, 1992 to Management Agreement as filed with Post
Effective Amendment No. 32 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) filed with the Securities and Exchange Commission
on August 17, 1992 (adding Bainbridge Tax Exempt Portfolio).
(9)(d) Schedule G, dated October 29, 1993, to Management Agreement (adding
Pennsylvania Tax Free Portfolio) is incorporated herein by reference to
Post Effective Amendment No. 41 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
(9)(e) Schedule H, dated October 29, 1993, to Management Agreement (adding New York
Intermediate-Term Municipal Portfolio) is incorporated herein by reference
to Post Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
(9)(f) Schedule I, dated October 29, 1993, to Management Agreement (adding
California Intermediate-Term Municipal Portfolio) is incorporated herein
by reference to Post Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on December 18, 1997.
(9)(g) Consent to Assignment and Assumption of the Administration Agreement between
the Trust and SEI Financial Management Corporation to SEI Fund Resources,
is incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(10) Opinion and Consent of Counsel is incorporated herein by reference to Post
Effective Amendment No. 41 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) filed with the Securities and Exchange Commission
on December 18, 1997.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
</TABLE>

C-3
<PAGE>
<TABLE>
<S> <C>
(15)(a) Distribution Plan is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
18, 1997.
(15)(b) Distribution Plan for Kansas Tax Free Income Portfolio Class B as filed with
Post Effective Amendment No. 28 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on October 9, 1990.
(15)(c) Distribution Plan for Class D shares (formerly, ProVantage Funds) is
incorporated herein by reference to Post Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.
(15)(d) Distribution Plan for Class C shares of California Tax Exempt Portfolio and
Institutional Tax Free Portfolio is incorporated herein by reference to
Post Effective Amendment No. 41 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
(15)(e) Amended and Restated Class D Distribution Plan is incorporated herein by
reference to Post Effective Amendment No. 40 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on December 23, 1996.
(15)(f) Class G Distribution Plan incorporated herein by reference to Post Effective
Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December
23, 1996.
(16) Performance Quotation Computation is incorporated herein by reference to
Post Effective Amendment No. 41 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
(17) Not Applicable
(18)(a) Rule 18f-3 Plan is incorporated herein by reference to Post Effective
Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on October
30, 1995.
(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A, B, C, D and G shares
is incorporated herein by reference to Post Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 23, 1996.
(24) Powers of Attorney for Robert A. Nesher, Mark E. Nagle, William M. Doran, F.
Wendell Gooch, James M. Storey, Edward D. Loughlin and George J. Sullivan,
Jr., are incorporated herein by reference to Post Effective Amendment No.
42 to Registrant's Registration Statement on Form N-1A (File No. 2-76990)
filed with the Securities and Exchange Commission on May 15, 1998.
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

None.

C-4
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES:

As of August 1, 1998:

<TABLE>
<CAPTION>
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
- ---------------------------------------------------------------------------------- -------------
<S> <C>
Units of beneficial interest, without par value
Tax Free Portfolio, Class A....................................................... 45
Tax Free Portfolio, Class D....................................................... 1
Institutional Tax Free Portfolio, Class A......................................... 71
Institutional Tax Free Portfolio, Class B......................................... 9
Institutional Tax Free Portfolio, Class C......................................... 12
California Tax Exempt Portfolio, Class A.......................................... 14
California Tax Exempt Portfolio, Class B.......................................... N/A
California Tax Exempt Portfolio, Class C.......................................... N/A
California Tax Exempt Portfolio, CNI Class........................................ 2
Intermediate-Term Municipal Portfolio, Class A.................................... 110
Pennsylvania Municipal Bond Fund, Class B......................................... 29
Pennsylvania Tax Free Portfolio, Class A.......................................... 9
Pennsylvania Tax Free Portfolio, Class B.......................................... N/A
Pennsylvania Tax Free Portfolio, Class C.......................................... N/A
New York Intermediate-Term Municipal Portfolio, Class A........................... N/A
</TABLE>

ITEM 27. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS:

WEISS, PECK & GREER L.L.C.

The principal address of Weiss, Peck & Greer L.L.C. is One New York Plaza,
New York, NY 10004. Weiss, Peck & Greer L.L.C. is an investment adviser
registered under the Advisers Act.

The list required by this item 28 of officers and directors of Weiss, Peck &
Greer L.L.C., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Weiss, Peck & Greer L.L.C. to the Advisers Act (SEC
File No. 801-6604).

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<PAGE>
SEI INVESTMENTS MANAGEMENT CORPORATION

The principal address of SEI Investment Management Corporation ("SIMC") is
Oaks, PA 19456. SIMC is an investment adviser registered under the Advisers Act.

The list required by this item 28 of officers and directors of SIMC,
together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such officers and directors
during the past two years is incorporated by reference to Schedules A and D of
Form ADV filed by SIMC to the Advisers Act (SEC File No. 801-24593).

MORGAN GRENFELL CAPITAL MANAGEMENT INC.

The principal address of Morgan Grenfell Capital Management Inc. ("Morgan
Grenfell") is 885 Third Avenue, 32nd Floor, New York, NY 10022. Morgan Grenfell
is an investment adviser registered under the Advisers Act.

The list required by this item 28 of officers and directors of Morgan
Grenfell, together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Morgan Grenfell to the Advisers Act (SEC File No.
801-27291).

STANDISH, AYER & WOOD, INC.

The principal address of Standish, Ayer & Wood, Inc. is One Financial
Center, Suite 26, Boston, Massachusetts 02111. Standish, Ayer & Wood, Inc. is an
investment adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Standish,
Ayer & Wood, Inc., together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Standish, Ayer & Wood, Inc. to the
Advisers Act (SEC File no. 801-584).

The principal address of Van Kampen American Capital Management, Inc. is One
Parkview Plaza, Oakbrook Terrace, IL 60181 is an investment adviser registered
under the Advisers Act.

The list required by this Item 28 of officers and directors of Standish,
Ayer & Wood, Inc., together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Van Kampen American Capital Management,
Inc. to the Advisers Act (SEC File no. 801-40808).

ITEM 29. PRINCIPAL UNDERWRITERS:

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

Registrant's distributor, SEI Investments Distribution Co., acts as
distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
</TABLE>

C-6
<PAGE>
<TABLE>
<S> <C>
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds-Registered Trademark- August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 30, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
TIP Institutional Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Funds June 29, 1998
</TABLE>

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

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --

Henry H. Greer Director --

Carmen V. Romeo Director --

Mark J. Held President & Chief Operating Officer --

Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert M. Silvestri Chief Financial Officer & Treasurer --
</TABLE>

C-7
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

Edward D. Loughlin Senior Vice President President and Chief
Executive Officer

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

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

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

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

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Kathy Heilig Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President Controller and Chief
Financial Officer

Joanne Nelson Vice President --

Joseph M. O'Donnell Vice President & Assistant Secretary Vice President and
Assistant Secretary

Sandra K. Orlow Vice President & Secretary Vice President and
Assistant Secretary

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

Donald Pepin Vice President & Managing Director --

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --

Mark Samuels Vice President & Managing Director --
</TABLE>

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<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Steve Smith Vice President --

Daniel Spaventa Vice President --

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

Lori L. White Vice President & Assistant Secretary --

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

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:

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

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

First Union National Bank
Broad and Chestnut Street
P.O. Box 7618
Philadelphia, PA 19101

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

SEI Investments Mutual Funds Services
Oaks, PA 19456

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

SEI Investments Management Corporation
Oaks, PA 19456

Weiss, Peck & Greer L.L.C.
One New York Plaza
New York, NY 10004

Morgan Grenfell Capital Management
Incorporated
885 Third Avenue, 32nd Floor
New York, NY 19102

Standish, Ayer & Wood, Inc.
One Financial Center, Suite 26
Boston, MA 02111

Van Kampen Management Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181

ITEM 31. MANAGEMENT SERVICES:

None

C-9
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ITEM 32. UNDERTAKINGS:

Registrant hereby undertakes to file a Post-Effective Amendment to this
Registration Statement, containing reasonably current financial statements that
need not be certified, within four to six months from the later of the effective
date of the New York Intermediate-Term Municipal Portfolio or, with respect to
such Portfolio's the commencement of operations.

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

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

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

NOTICE

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

C-10
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to Registration Statement No. 2-76990 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oaks,
Commonwealth of Pennsylvania on the 13th day of August, 1998.

SEI TAX EXEMPT TRUST

By: *
-----------------------------------------
Edward D. Loughlin
PRESIDENT

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

*
- ------------------------------ Trustee August 13, 1998
George J. Sullivan, Jr.

*
- ------------------------------ Trustee August 13, 1998
William M. Doran

*
- ------------------------------ Trustee August 13, 1998
F. Wendell Gooch

*
- ------------------------------ Trustee August 13, 1998
Frank E. Morris

*
- ------------------------------ Trustee August 13, 1998
Robert A. Nesher

*
- ------------------------------ Trustee August 13, 1998
James M. Storey

*
- ------------------------------ President & Chief August 13, 1998
Edward D. Laughlin Executive Officer

/s/ MARK NAGLE
- ------------------------------ Controller, Chief August 13, 1998
Mark Nagle Financial Officer

*By: /s/ MARK NAGLE
-------------------------
Mark Nagle,
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX

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EX-99.B1a Registrant's Declaration of Trust is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on December 18, 1997.
EX-99.B1b Amendment to the Registrant's Declaration of Trust, dated July 30, 1982, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
EX-99.B1c Amendment to the Registrant's Declaration of Trust, dated May 23, 1986, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
EX-99.B1d Amendment to the Registrant's Declaration of Trust, dated April 8, 1987, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
EX-99.B1e Amendment to the Registrant's Declaration of Trust, dated December 23, 1988, is
incorporated herein by reference to Post Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on December 18, 1997.
EX-99.B1f Amendment to the Registrant's Declaration of Trust, dated June 16, 1989, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
EX-99.B1g Amendment to the Registrant's Declaration of Trust, dated July 5, 1989, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
EX-99.B1h Amendment to the Registrant's Declaration of Trust, dated November 15, 1989, is
incorporated herein by reference to Post Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on December 18, 1997.

EX-99.B2a Registrant's By-Laws are incorporated herein by reference to Post Effective Amendment
No. 41 to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.

EX-99.B2b Amended By-Laws are incorporated herein by reference to Post Effective Amendment No. 41
to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on December 18, 1997.

EX-99.B3 Not Applicable.

EX-99.B4 Not Applicable.

EX-99.B5a Investment Advisory Agreement with Weiss, Peck and Greer Advisers, Inc. is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
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EX-99.B5b Investment Advisory Agreement with Bessemer Trust Company as filed with Post Effective
Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) as previously filed with the Securities and Exchange Commission.

EX-99.B5c Investment Advisory Agreement with First National Bank in Wichita (now INTRUST Bank, NA
in Wichita) as filed with Post Effective Amendment No. 29 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 28, 1990.

EX-99.B5d Investment Advisory Agreement with Woodbridge Capital Management, Inc. as filed with
Post Effective Amendment No. 35 to Registrant's Registration on Form N-1A (File No.
2-76990) as previously filed with the Securities and Exchange Commission.

EX-99.B5e Investment Advisory Agreement with State Street Bank and Trust Company as filed with
Post Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) as previously filed with the Securities and Exchange Commission.

EX-99.B5f Schedule E dated August 5, 1992 to Investment Advisory Agreement with Weiss, Peck &
Greer Advisers, Inc. as filed with Post Effective Amendment No. 32 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on August 17, 1992 (adding Bainbridge Tax Exempt Portfolio).

EX-99.B5g Schedule G, dated December 10, 1993, to Investment Advisory Agreement with Weiss, Peck &
Greer Advisers, Inc. (adding Intermediate-Term Municipal, California Intermediate-Term
Municipal, and New York Intermediate-Term Municipal Portfolios) is incorporated herein
by reference to Post Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A (File No. 2-76990) filed with the Securities and Exchange Commission on
December 18, 1997.

EX-99.B5h Schedule H, dated March 8, 1994, to Investment Advisory Agreement with Weiss, Peck &
Greer Advisers, Inc. (adding Institutional Tax Free, Pennsylvania Tax Free, California
Tax Exempt, Bainbridge and Tax Free Portfolios) is incorporated herein by reference to
Post Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange Commission on December 18,
1997.

EX-99.B5i Investment Advisory Agreement with Morgan Grenfell Capital Management, Inc., is
incorporated herein by reference to Post Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on December 18, 1997.

EX-99.B5j Investment Advisory Agreement with SEI Financial Management Corporation, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.

EX-99.B5k Investment Sub-Advisory Agreement with Standish, Ayer & Wood, Inc, is incorporated
herein by reference to Post Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the Securities and Exchange
Commission on December 18, 1997.
</TABLE>
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EX-99.B6 Distribution Agreement is incorporated herein by reference to Post Effective Amendment
No. 41 to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed
with the Securities and Exchange Commission on December 18, 1997.

EX-99.B7 Not Applicable.

EX-99.B8 Custodian Agreement is incorporated herein by reference to Post Effective Amendment No.
41 to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with
the Securities and Exchange Commission on December 18, 1997.

EX-99.B9a Management Agreement is incorporated herein by reference to Post Effective Amendment No.
41 to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with
the Securities and Exchange Commission on December 18, 1997.

EX-99.B9b Schedule E dated August 5, 1992 to Management Agreement as filed with Post Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on August 17, 1992 (adding
Massachusetts Intermediate-Term Municipal Portfolio).

EX-99.B9c Schedule F dated August 5, 1992 to Management Agreement as filed with Post Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on August 17, 1992 (adding
Bainbridge Tax Exempt Portfolio).

EX-99.B9d Schedule G, dated October 29, 1993, to Management Agreement (adding Pennsylvania Tax
Free Portfolio) is incorporated herein by reference to Post Effective Amendment No. 41
to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on December 18, 1997.

EX-99.B9e Schedule H, dated October 29, 1993, to Management Agreement (adding New York
Intermediate-Term Municipal Portfolio) is incorporated herein by reference to Post
Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December 18, 1997.

EX-99.B9f Schedule I, dated October 29, 1993, to Management Agreement (adding California
Intermediate-Term Municipal Portfolio) is incorporated herein by reference to Post
Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on December 18, 1997.

EX-99.B9g Consent to Assignment and Assumption of the Administration Agreement between the Trust
and SEI Financial Management Corporation to SEI Fund Resources, is incorporated herein
by reference to Post Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A (File No. 2-76990) filed with the Securities and Exchange Commission on
December 18, 1997.

EX-99.B10 Opinion and Consent of Counsel is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on December 18, 1997.

EX-99.B11 Not Applicable.

EX-99.B12 Not Applicable.
</TABLE>
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EX-99.B13 Not Applicable.

EX-99.B14 Not Applicable.

EX-99.B15a Distribution Plan is incorporated herein by reference to Post Effective Amendment No. 41
to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on December 18, 1997.

EX-99.B15b Distribution Plan for Kansas Tax Free Income Portfolio Class B as filed with Post
Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File
No. 2-76990) filed with the Securities and Exchange Commission on October 9, 1990.

EX-99.B15c Distribution Plan for Class D shares (formerly ProVantage Funds), is incorporated herein
by reference to Post Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A (File No. 2-76990) filed with the Securities and Exchange Commission on
December 18, 1997.

EX-99.B15d Distribution Plan for Class C shares of California Tax Exempt Portfolio and
Institutional Tax Free Portfolio is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on December 18, 1997.

EX-99.B15e Amended and Restated Class D Distribution Plan is incorporated herein by reference to
Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange Commission on December 23,
1996.

EX-99.B15f Class G Distribution Plan is incorporated herein by reference to Post-Effective
Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on December 23, 1996.

EX-99.B16 Performance Quotation Computation is incorporated herein by reference to Post Effective
Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on December 18, 1997.

EX-99.B18a Rule 18f-3 Plan is incorporated herein by reference to Post Effective Amendment No. 38
to Registrant's Registration Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on October 30, 1995.

EX-99.B18b Amendment No. 1 to Rule 18f-3 Plan relating to Class A, B, C, D and G shares is
incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on December 23, 1996.

EX-99.B24 Powers of Attorney for Robert A. Nesher, Mark E. Nagle, William M. Doran, F. Wendell
Gooch, James M. Storey, Edward D. Loughlin and George J. Sullivan, Jr., are
incorporated herein by reference to Post Effective Amendment No. 42 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on May 15, 1998.
</TABLE>