SEI TAX EXEMPT TRUST
497, 1996-05-02
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<PAGE>   1
                              SEI TAX EXEMPT TRUST
                               TAX FREE PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                             THE CLASS A PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A shares, and approved a Class A shareholder
servicing plan that provides for shareholder servicing fees payable to the
Distributor of up to .25% of average net assets. These new arrangements are to
be effective as of May 1, 1996. Under this new plan, the Distributor may provide
a broad range of shareholder and administrative services itself, or may enter
into arrangements under which third parties provide such services and are
compensated by the Distributor. As a result of this change, effective May 1,
1996, the following "Annual Operating Expenses" table replaces the table on page
2 of the Prospectus:

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                             TAX FREE PORTFOLIO
                                                                             ------------------
<S>                                                                          <C>
Management/Advisory Fees(1)                                                           .40%
12b-1 Fees                                                                            None
Total Other Expenses                                                                  .05%
         Shareholder Servicing Expenses (after fee waiver)(2)                 .01%
- -----------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver)(3)                                          .45%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1)      The Portfolio's Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

(2)      The Distributor has waived, on a voluntary basis, all or a portion of
         its shareholder servicing fee, 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% for the Portfolio.

(3)      Absent this fee waiver, Total Operating Expenses for Class A shares of
         the Portfolio would be .69%. Additional information may be found under
         Adviser" and "The Manager and Shareholder Servicing Agent."

EXAMPLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
An investor in Class A shares of the Portfolio would pay the following expenses
on a $1,000 investment assuming (1) a 5% annual return and (2) redemption at the
end of each time period:


                          1 YR.    3 YRS.    5 YRS.    10 YRS.
                          -----    ------    ------    -------
<S>                       <C>      <C>       <C>       <C>
                           $5       $14       $25       $57
- --------------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio's Class A shares. The information set forth
in the foregoing table and example relates only to the Portfolios' Class A
shares. The Portfolio also offers Class D shares, which are subject to the same
expenses, except that Class D shares bear different distribution and transfer
agent costs. A person who purchases shares through a financial institution may
be charged separate fees by that institution. Additional information regarding
these differences may be found under "The Manager and Shareholder Servicing
Agent," "Distribution" and "The Adviser."


                                --------------
<PAGE>   2


In connection with the elimination of the Portfolio's Class A Distribution Plan,
the "Distribution" section on page 8 is replaced with the following:

DISTRIBUTION AND SHAREHOLDER SERVICES.

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

The Portfolio has adopted a shareholder servicing plan for Class A shares (the
"Service Plan") under which a shareholder servicing fee of up to .25% of average
daily net assets attributable to Class A shares will be paid to the Distributor.
Under the Service Plan, the Distributor may perform, or may compensate other
service providers for performing, the following shareholder and administrative
services: maintaining client accounts; arranging for bank wires; responding to
client inquiries concerning services provided on investments; assisting clients
in changing dividend options, account designations and addresses;
sub-accounting; providing information on share positions to clients; forwarding
shareholder communications to clients; processing purchase, exchange and
redemption orders; and processing dividend payments. Under the Service Plan, the
Distributor may retain as a profit any difference between the fee it receives
and the amount it pays to third parties.

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

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

In addition, the Distributor may, from time to time in its sole discretion,
institute one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source available
to it. Under any such program, the Distributor will provide promotional
incentives, in the form of cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, to all dealers selling shares of
the Portfolio. Such promotional incentives will be offered uniformly to all
dealers and predicated upon the amount of shares of the Portfolio sold by the
dealer.


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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE>   3
                              SEI TAX EXEMPT TRUST
                               TAX FREE PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                             THE CLASS D PROSPECTUS
                             DATED DECEMBER 1, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees reduced the payments available
under the existing Rule 12b-1 Distribution Plan to an amount not to exceed .25%
by eliminating the reimbursement component of the Plan. These new arrangements
are to be effective as of May 1, 1996. Payments made under the Plan are
characterized as compensation, and are not directly tied to distribution
expenses incurred by the Distributor. As a result of this change, effective May
1, 1996, the following "Shareholder Transaction Expenses " table replaces the
table on page 4 of the Prospectus:

SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                                                              TAX FREE
                                                                             PORTFOLIO
                                                                             ---------
<S>                                                                          <C>
Maximum Sales Charge Imposed on Purchases                                         None
Maximum Sales Charge Imposed on Reinvested
  Dividends                                                                       None
Redemption Fees(1)                                                                None

- --------------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------------
Management/Advisory Fees(2)                                                        .40%
12b-1 Fees (after waiver)(3)                                                       .21%
Other Expenses                                                                     .19%
- --------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver)(4)                                     .80%
- --------------------------------------------------------------------------------------
</TABLE>


1.       A charge, currently $10.00, is imposed on wires of redemption proceeds
         of the Portfolio's Class D shares.

2.       The Portfolio's Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

3.       The Distributor has waived, on a voluntary basis, all or a portion of
         its 12b-1 fee, and the 12b-1 Fees shown reflect this waiver. The
         Distributor reserves the right to terminate its waiver at any time in
         its sole discretion. Absent such waiver, 12b-1 Fees would be .25% for
         the Portfolio.

4.       Absent this fee waiver, the Total Operating Expenses of the Class D
         shares of the Portfolio would be .84%. Additional information may be
         found under "The Adviser" and "The Manager and Shareholder Servicing
         Agent."

EXAMPLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
You would pay the following expenses on a $1,000 investment in the Class D
shares of the Portfolio assuming (1) a 5% annual return and (2) redemption at
the end of each time period:


                                1 YR.    3 YRS.   5 YRS.    10 YRS.
                                -----    ------   ------    -------
<S>                             <C>      <C>      <C>       <C>
                                $8       $26      $44       $99
- -----------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class D shares of the Portfolio. The information set forth
in the foregoing table and example relates only to the Class D shares. The
Portfolio also offers Class A shares, which are subject to the same expenses,
except that Class A shares bear different distribution and transfer agent costs.
A person who purchases shares through an account with a financial institution
may be charged separate fees by that institution. Additional information may be
found under "The Manager and Shareholder Servicing Agent," "Distribution" and
"The Adviser."

Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. ("NASD").

                                ---------------
<PAGE>   4


In connection with the elimination of the reimbursement component of the Class D
Rule 12b-1 Plan and the elimination of the Class A Plan, the "Distribution"
section on pages and 13 and 14 is amended as follows:

The second sentence of the first paragraph is amended to delete the reference to
the Class A Plan.

The following sentence is inserted at the end of the first paragraph:

         The Portfolio has adopted a shareholder servicing plan for their Class
         A shares (the "Class A Service Plan").

The second and third paragraphs are deleted.

The first sentence of the fourth paragraph is deleted and the following sentence
is inserted:

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

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>   5
                              SEI TAX EXEMPT TRUST
                      INTERMEDIATE-TERM MUNICIPAL PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                             THE CLASS A PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A shares, and approved a Class A shareholder
servicing plan that provides for shareholder servicing fees payable to the
Distributor of up to .25% of average net assets. These new arrangements are to
be effective as of May 1, 1996. Under this new plan, the Distributor may provide
a broad range of shareholder and administrative services itself, or may enter
into arrangements under which third parties provide such services and are
compensated by the Distributor. As a result of this change, effective May 1,
1996, the following "Annual Operating Expenses" table replaces the table on page
2 of the Prospectus:

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                                                     INTERMEDIATE-TERM
                                                                    MUNICIPAL PORTFOLIO
                                                                    -------------------
<S>                                                                 <C>
Management/Advisory Fees (after fee waiver)(1)                              .53%
12b-1 Fees                                                                 None
Total Other Expenses                                                       .07%
         Shareholder Servicing Expenses (after fee waiver)(2)        .00%
- ---------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(3)                             .60%
- ---------------------------------------------------------------------------------------
</TABLE>


(1)      SEI Financial Management Corporation ("SFM") has waived, on a voluntary
         basis, a portion of its fees, and the Management/Advisory fees shown
         reflect these voluntary waivers. SFM reserves the right to terminate
         this waiver at any time in its sole discretion. Absent such fee waiver,
         Management/Advisory fees for the Portfolio would be .57%. The
         Portfolio's Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

(2)      The Distributor has waived, on a voluntary basis, all or a portion of
         its shareholder servicing fee, 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% for the Portfolio.

(3)      Absent these fee waivers, Total Operating Expenses for Class A shares
         of the Portfolio would be .89%. Additional information may be found
         under "The Adviser" and "The Manager and Shareholder Servicing Agent."

EXAMPLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
An investor in Class A shares of the Portfolio would pay the following expenses
on a $1,000 investment assuming (1) a 5% annual return and (2) redemption at the
end of each time period:

                    1 YR.     3 YRS.     5 YRS.     10 YRS.
                    -----     ------     ------     -------
                    <S>       <C>        <C>        <C>
                    $6        $19        $33        $75
- --------------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio's Class A shares. The information set forth
in the foregoing table and example relates only to the Portfolio's Class A
shares. The Portfolio also offers Class D shares, which are subject to the same
expenses except that Class D shares bear different distribution and transfer
agent costs and are subject to a sales charge. 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 and
Shareholder Servicing Agent," "The Adviser" and "Distribution."


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

<PAGE>   6

In connection with the elimination of the Portfolio's Class A Distribution Plan
and the approval of a shareholder servicing plan, the "Distribution" section on
pages 9 and 10 is replaced with the following:

DISTRIBUTION AND SHAREHOLDER SERVICES.

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

The Portfolio has adopted a shareholder servicing plan for Class A shares (the
"Service Plan") under which a shareholder servicing fee of up to .25% of average
daily net assets attributable to Class A shares will be paid to the Distributor.
Under the Service Plan, the Distributor may perform, or may compensate other
service providers for performing, the following shareholder and administrative
services: maintaining client accounts; arranging for bank wires; responding to
client inquiries concerning services provided on investments; assisting clients
in changing dividend options, account designations and addresses;
sub-accounting; providing information on share positions to clients; forwarding
shareholder communications to clients; processing purchase, exchange and
redemption orders; and processing dividend payments. Under the Service Plan, the
Distributor may retain as a profit any difference between the fee it receives
and the amount it pays to third parties.

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

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

In addition, the Distributor may, from time to time in its sole discretion,
institute one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source available
to it. Under any such program, the Distributor will provide promotional
incentives, in the form of cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, to all dealers selling shares of
the Portfolio. Such promotional incentives will be offered uniformly to all
dealers and predicated upon the amount of shares of the Portfolio sold by the
dealer.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>   7
                              SEI TAX EXEMPT TRUST
                      INTERMEDIATE-TERM MUNICIPAL PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                             THE CLASS D PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees reduced the payments available
under the existing Rule 12b-1 Distribution Plan to an amount not to exceed .30%
by eliminating the reimbursement component of the Plan. These new arrangements
are to be effective as of May 1, 1996. Payments made under the Plan are
characterized as compensation, and are not directly tied to distribution
expenses incurred by the Distributor. As a result of this change, effective May
1, 1996, the following "Shareholder Transaction Expenses" table replaces the
table on page 4 of the Prospectus:

SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     INTERMEDIATE-TERM
                                                                    MUNICIPAL PORTFOLIO
                                                                    -------------------
<S>                                                                 <C>  
Maximum Sales Charge Imposed on Purchases                                  3.50%
Maximum Sales Charge Imposed on Reinvested Dividends                       None
Redemption Fees(1)                                                         None
- --------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management/Advisory Fees (after fee waiver)(2)                              .53%
12b-1 Fees(after fee waiver)(3)                                     .25%
Other Expenses                                                              .22%
- --------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(4)                            1.00%
- --------------------------------------------------------------------------------
</TABLE>

1.   A charge, currently $10.00, is imposed on wires of redemption proceeds of
     the Portfolio's Class D shares.

2.   SFM has waived, on a voluntary basis, a portion of its fees, and the
     Management/Advisory fees shown reflect this voluntary waiver. SFM reserves
     the right to terminate its waiver at any time in its sole discretion.
     Absent such fee waiver, Management/Advisory fees for the Portfolio would be
     .57%. The Portfolio's Management/Advisory fees have been restated to
     reflect reductions in fee waivers.

3.   The Distributor has waived, on a voluntary basis, all or a portion of its
     12b-1 fee, and the 12b-1 Fees shown reflect this waiver. The Distributor
     reserves the right to terminate its waiver at any time in its sole
     discretion. Absent such waiver, 12b-1 Fees would be .30% for the Portfolio.

4.   Absent these fee waivers, Total Operating Expenses for Class D shares of
     the Portfolio would be 1.09%. Additional information may be found under
     "The Adviser" and "The Manager and Shareholder Servicing Agent."

EXAMPLE

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
An investor in the Portfolio would pay the following expenses on a $1,000
investment assuming (1) the imposition of the maximum sales charge, (2) a
5% annual return and (3) redemption at the end of each time period:            1 YR.    3 YRS.   5 YRS.  10 YRS.
                                                                               -----    ------   ------  -------
<S>                                                                            <C>      <C>      <C>     <C> 
                                                                                $45      $66      $88     $153
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class D shares of the Portfolio. The information set forth
in the foregoing table and example relates only to the Portfolio's Class D
shares. The Portfolio also offers Class A shares, which are subject to the same
expenses, except that there are no sales charges and different distribution and
transfer agent costs. A person who purchases shares through an account with a
financial institution may be charged separate fees by that institution.
Additional information may be found under "The Manager and Shareholder Servicing
Agent," "Distribution" and "The Adviser."

The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Your Account and Doing Business with
Us." Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD").

                              ------------------
<PAGE>   8
In connection with the elimination of the reimbursement component of the Class D
Rule 12b-1 Plan and the elimination of the Class A Plan, the "Distribution"
section on pages 16 and 17 is amended as follows:

The second sentence of the first paragraph is amended to delete the reference to
the Class A Plan.

The following sentence is inserted at the end of the first paragraph:

         The Portfolio has adopted a shareholder servicing plan for its 
         Class A shares (the "Class A Service Plan").

The second and third paragraphs are deleted.

The first sentence of the fourth paragraph is deleted and the following sentence
is inserted:

         The Class D Plan provides for payments to the Distributor at an annual
         rate of .30% of the Portfolio's average daily net assets attributable
         to Class D shares.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE>   9
                              SEI TAX EXEMPT TRUST
                        KANSAS TAX FREE INCOME PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                          THE CLASS A AND B PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A and Class B shares, and approved Class A and
Class B shareholder servicing plans that provide for shareholder servicing fees
payable to the Distributor of up to .25% of average net assets, as well as Class
B administrative services plans that provide for administrative service fees
payable to the Distributor of up to .05%. These new arrangements are to be
effective as of May 1, 1996. Under these new plans, the Distributor may provide
a broad range of shareholder and administrative services itself, or may enter
into arrangements under which third parties provide such services and are
compensated by the Distributor. As a result of this change, effective May 1,
1996, the following "Annual Operating Expenses" table replaces the table on page
2 of the Prospectus:

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                      CLASS A                          CLASS B
                                                                                      -------                          -------
<S>                                                                    <C>            <C>                   <C>        <C>
Management/Advisory Fees (after fee waiver )(1)                                        .15%                              .15%
12b-1 Fees                                                                             None                             None
Total Other Expenses                                                                   .06%                              .36%
   Shareholder Servicing Expenses (after fee waiver)                   .00%(2)                              .25%

- -----------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(3)                                        .21%                              .51%
- -----------------------------------------------------------------------------------------------------------------------------
</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 fee waiver, Management/Advisory fees for the
     Portfolio would be .45%.

(2)  The Distributor has waived, on a voluntary basis, all or a portion of its
     shareholder servicing fee, 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% for the Class A shares of the Portfolio.

(3)  Absent these fee waivers, Total Operating Expenses of the Portfolio would
     be .76% and .81% for Class A and Class B shares, respectively. Additional
     information may be found under "The Adviser" and "The Manager and
     Shareholder Servicing Agent."

EXAMPLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
An investor in Class A and Class B shares of the Portfolio would pay the
following expenses on a $1,000 investment assuming (1) a 5% annual return and
(2) redemption at the end of each time period: 
                                                                                1 YR.        3 YRS.         5 YRS.         10 YRS.
                                                                                -----        ------         ------         -------
<S>                                                                             <C>          <C>            <C>            <C> 
Class A                                                                          $2            $ 7            $12            $ 27
Class B                                                                          $5            $16            $29            $ 64
- ----------------------------------------------------------------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio's Class A and Class B shares. The
information set forth in the foregoing table and example relates to the Class A
and Class B shares of the Portfolio. A person that purchases shares through an
account with a financial institution may be charged separate fees by that
institution. Additional information may be found under "The Manager and
Shareholder Servicing Agent," "Distribution" and "The Adviser".

Long-term Class B shareholders may eventually pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD").

                              ------------------
<PAGE>   10
In connection with the changes to the Portfolio's Distribution Plans and the
approval of shareholder servicing plans and administrative service plans, the
"Distribution" section on pages 7 and 8 of the Prospectus is replaced with the
following:

     DISTRIBUTION AND SHAREHOLDER SERVICES

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

     The Portfolio has adopted plans under which firms, including the
     Distributor, that provide shareholder and administrative services may
     receive compensation therefor. The Class A and B plans differ in a number
     of ways, including the amounts that may be paid. Under each 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 Portfolio may enter into
     such arrangements directly.

     Under the Class A plan, the Portfolio will pay the Distributor a fee at an
     annual rate of up to .25% of the average daily net assets of the Portfolio
     attributable to Class A shares, in return for provision of a broad range of
     shareholder and administrative services. Under the Class B shareholder
     service plan, the Portfolio will pay shareholder service fees to the
     Distributor at an annual rate of up to .25% of average daily net assets in
     return 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; and assisting clients in
     changing dividend options, account designations and addresses. In addition,
     under their administrative services plan, Class B shares will pay
     administrative services fees of up to .05% of the average daily net assets
     of the shares. Administrative services include sub-accounting; providing
     information on share positions to clients; forwarding shareholder
     communications to clients; processing purchase, exchange and redemption
     orders; and processing divided payments.

     It is possible that an institution may offer different classes of shares to
     its customers and differing services to the Classes of the Portfolio and
     thus receive compensation with respect to different classes. Theses
     financial institutions may also charge separate fees to their customers.
     Certain financial institutions offering shares to their customers may be
     required to register as dealers pursuant to state laws.

     The Distributor may, from time to time in its sole discretion, institute
     one or more promotional incentive programs, which will be paid by the
     Distributor from its own resources. Under any such program, the Distributor
     will provide promotional incentives, in the form of cash or other
     compensation, including merchandise, airline vouchers, trips and vacation
     packages, to all dealers selling shares of the Portfolios. Such promotional
     incentives will be offered uniformly to all dealers and predicated upon the
     amount of shares of the Portfolio sold by the dealer.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>   11
                              SEI TAX EXEMPT TRUST
                        INSTITUTIONAL TAX FREE PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                          THE CLASS A, B & C PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A, Class B and Class C shares, and approved
Class A, Class B and Class C shareholder servicing plans that provide for
shareholder servicing fees payable to the Distributor of up to .25% of average
net assets, as well as Class B and Class C administrative services plans that
provide for administrative service fees payable to the Distributor of up to .05%
and .25%, respectively. These new arrangements are to be effective as of May 1,
1996. Under these new plans, the Distributor may provide a broad range of
shareholder and administrative services itself, or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. As a result of this change, effective May 1, 1996, the following
"Annual Operating Expenses" table replaces the table on page 2 of the
Prospectus:

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                    CLASS A                    CLASS B                     CLASS C
                                                                    -------                    -------                     -------
<S>                                                         <C>     <C>                <C>     <C>               <C>       <C>
Management/Advisory Fees (after fee waiver )(1)                       .29%                      .29%                        .29%
12b-1 Fees                                                           None                      None                        None
Total Other Expenses                                                  .04%                      .34%                        .54%

   Shareholder Servicing Expenses (after fee waiver)        .00%(2)                    .25%                      .25%
- ---------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(3)                       .33%                      .63%                         .83%
- ---------------------------------------------------------------------------------------------------------------------------------
</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 fee waiver, Management/Advisory fees for
         the Portfolio would be .40%. The Portfolios' Management/Advisory fees
         have been restated to reflect reductions in fee waivers.

(2)      The Distributor has waived, on a voluntary basis, all or a portion of
         its shareholder servicing fee, 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% for the Class A shares of the
         Portfolio.

(3)      Absent these fee waivers, Total Operating Expenses of the Portfolio
         would be .69%, .74% and .94% for Class A, Class B, and Class C,
         respectively. Additional information may be found under "The Adviser" 
         and "The Manager and Shareholder Servicing Agent."

EXAMPLE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
An investor in Class A, Class B and Class C shares of the Portfolio would pay
the following expenses on a $1,000 investment assuming (1) a 5% annual return
and (2) redemption at the end of each time period:
                                                                                1 YR.        3 YRS.         5 YRS.         10 YRS.
                                                                                -----        ------         ------         -------
<S>                                                                             <C>          <C>            <C>            <C> 
Class A                                                                          $3            $11            $19            $ 42
Class B                                                                          $6            $20            $35            $ 79
Class C                                                                          $8            $26            $46            $103
- ----------------------------------------------------------------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio's Class A, Class B and Class C shares. The
information set forth in the foregoing table and example relates to the Class A,
Class B and Class C shares of the Portfolio. A person that purchases shares
through an account with a financial institution may be charged separate fees by
that institution. Additional information may be found under "The Manager and
Shareholder Servicing Agent," "Distribution" and "The Adviser".

Long-term Class B and Class C shareholders may eventually pay more than the
economic equivalent of the maximum front-end sales charges otherwise permitted
by the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. ("NASD").

                              ------------------
<PAGE>   12
In connection with the changes to the Portfolio's Distribution Plans and the
approval of shareholder servicing plans and administrative service plans, the
"Distribution" section on pages 19 and 20 of the Prospectus is replaced with the
following:

         DISTRIBUTION AND SHAREHOLDER SERVICES

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

         The Portfolio has adopted plans under which firms, including the
         Distributor, that provide shareholder and administrative services may
         receive compensation therefor. The Class A, B and C plans differ in a
         number of ways, including the amounts that may be paid. Under each
         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
         Portfolio may enter into such arrangements directly.

         Under the Class A plan, the Portfolio will pay the Distributor a fee at
         an annual rate of up to .25% of the average daily net assets of the
         Portfolio attributable to Class A shares, in return for provision of a
         broad range of shareholder and administrative services. Under the Class
         B and Class C shareholder service plans, the Portfolio will pay
         shareholder service fees to the Distributor at an annual rate of up to
         .25% of average daily net assets in return 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; and assisting clients in changing dividend options, account
         designations and addresses. In addition, under their administrative
         services plans, Class B and Class C shares will pay administrative
         services fees at specified percentages of the average daily net assets
         of the shares of the Class (up to .05% in the case of the Class B
         shares and up to .25% in the case of the Class C shares).
         Administrative services include sub-accounting; providing information
         on share positions to clients; forwarding shareholder communications to
         clients; processing purchase, exchange and redemption orders; and
         processing divided payments.

         It is possible that an institution may offer different classes of
         shares to its customers and differing services to the Classes of the
         Portfolio and thus receive compensation with respect to different
         classes. Theses financial institutions may also charge separate fees to
         their customers. Certain financial institutions offering shares to
         their customers may be required to register as dealers pursuant to
         state laws.

         The Distributor may, from time to time in its sole discretion,
         institute one or more promotional incentive programs, which will be
         paid by the Distributor from its own resources. Under any such program,
         the Distributor will provide promotional incentives, in the form of
         cash or other compensation, including merchandise, airline vouchers,
         trips and vacation packages, to all dealers selling shares of the
         Portfolios. Such promotional incentives will be offered uniformly to
         all dealers and predicated upon the amount of shares of the Portfolio
         sold by the dealer.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>   13
                              SEI TAX EXEMPT TRUST
                        PENNSYLVANIA MUNICIPAL PORTFOLIO
                         PENNSYLVANIA TAX FREE PORTFOLIO

                         SUPPLEMENT DATED MAY 1, 1996 TO
                          THE CLASS A, B & C PROSPECTUS
                             DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A, Class B and Class C shares, and approved
Class A, Class B and Class C shareholder servicing plans that provide for
shareholder servicing fees payable to the Distributor of up to .25% of average
net assets, as well as Class B and Class C administrative services plans that
provide for administrative service fees payable to the Distributor of up to .05%
and .25%, respectively. These new arrangements are to be effective as of May 1,
1996. Under these new plans, the Distributor may provide a broad range of
shareholder and administrative services itself, or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. As a result of this change, effective May 1, 1996, the following
"Annual Operating Expenses" table replaces the table on page 2 of the
Prospectus:

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                              PENNSYLVANIA TAX-FREE PORTFOLIO      PENNSYLVANIA MUNICIPAL PORTFOLIO
                                                              -------------------------------      --------------------------------
                                                         CLASS A           CLASS B        CLASS C                CLASS A
                                                         -------           -------        -------                -------
<S>                                                  <C>               <C>            <C>                     <C> 
Management/Advisory Fees (after fee waiver and
expense reimbursements)(1)                                .31%              .31%           .31%                    .44%
12b-1 Fees                                                None              None           None                   None
Total Other Expenses                                      .04%              .34%           .54%                   .04%

  Shareholder Servicing Expenses (after fee waiver)  .00%(2)           .25%(2)        .25%                   .00%(2)
- ----------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers and           .35%              .65%           .85%                   .48%
expense reimbursements)(3)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The Manager has waived, on a voluntary basis, a portion of its fee, and
         agreed to reimburse expenses and the Management/Advisory fees shown
         reflect this voluntary waiver. The Manager reserves the right to
         terminate its waiver and reimbursements at any time in its sole
         discretion. Absent such fee waiver and reimbursements,
         Management/Advisory fees for the Pennsylvania Tax-Free Portfolio would
         be .40%, and for the Pennsylvania Municipal Portfolio would be .55%.
         The Portfolios' Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

(2)      The Distributor has waived, on a voluntary basis, all or a portion of
         its shareholder servicing fee, 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% for each Portfolio.

(3)        Absent these fee waivers and reimbursements, total operating expenses
         for Class A, Class B and Class C shares of the Pennsylvania Tax-Free
         Portfolio would be .69%, .73% and .94%, respectively, and for the Class
         A shares of the Pennsylvania Municipal Portfolio would be .84%.
         Additional information may be found under "The Adviser" and "The
         Manager and Shareholder Servicing Agent."

EXAMPLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
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:

                                          1 YR.        3 YRS.         5 YRS.         10 YRS.
                                          -----        ------         ------         -------
<S>                                       <C>          <C>            <C>            <C> 
Pennsylvania Tax Free Portfolio
 Class A                                   $4            $11            $20            $ 44
 Class B                                   $6            $19            $33            $ 75
 Class C                                   $9            $27            $47            $105
Pennsylvania Municipal Portfolio           $5            $15            $27            $ 60
- --------------------------------------------------------------------------------------------
</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 expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolios. The information set forth in the foregoing
table and example relates to the Class A shares of the Pennsylvania Municipal
Portfolio and the Class A, B and C shares of the Pennsylvania Tax Free
Portfolio. A person that purchases shares through an account with a financial
institution may be charged separate fees by the institution. Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"Distribution" and "The Adviser."

Long-term Class B and Class C shareholders may eventually pay more than the
economic equivalent of the maximum front-end sales charges otherwise permitted
by the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. ("NASD").

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

<PAGE>   14
In connection with the changes to the Portfolios' Distribution Plans and the
approval of shareholder servicing plans and administrative service plans, the
"Distribution" section on pages 19 and 20 of the Prospectus is replaced with the
following:

         DISTRIBUTION AND SHAREHOLDER SERVICES

         SEI Financial Services Company (the "Distributor"), a wholly owned
         subsidiary of SEI, serves as each Portfolio's distributor pursuant to a
         distribution agreement (the "Distribution Agreement") with the Trust.

         The Portfolios have adopted plans under which firms, including the
         Distributor, that provide shareholder and administrative services may
         receive compensation therefor. The Class A, B and C plans differ in a
         number of ways, including the amounts that may be paid. Under each
         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
         Portfolios may enter into such arrangements directly.

         Under the Class A plan, a Portfolio will pay the Distributor a fee at
         an annual rate of up to .25% of the average daily net assets of such
         Portfolio attributable to Class A shares, in return for provision of a
         broad range of shareholder and administrative services. Under the Class
         B and Class C shareholder service plans, a Portfolio will 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; and assisting clients in changing dividend options, account
         designations and addresses. In addition, under their administrative
         services plans, Class B and Class C shares will pay administrative
         services fees at specified percentages of the average daily net assets
         of the shares of the Class (up to .05% in the case of the Class B
         shares and up to .25% in the case of the Class C shares).
         Administrative services include sub-accounting; providing information
         on share positions to clients; forwarding shareholder communications to
         clients; processing purchase, exchange and redemption orders; and
         processing divided payments.

         It is possible that an institution may offer different classes of
         shares to its customers and differing services to the Classes of each
         Portfolio and thus receive compensation with respect to different
         classes. Theses financial institutions may also charge separate fees to
         their customers. Certain financial institutions offering shares to
         their customers may be required to register as dealers pursuant to
         state laws.

         The Distributor may, from time to time in its sole discretion,
         institute one or more promotional incentive programs, which will be
         paid by the Distributor from its own resources. Under any such program,
         the Distributor will provide promotional incentives, in the form of
         cash or other compensation, including merchandise, airline vouchers,
         trips and vacation packages, to all dealers selling shares of the
         Portfolios. Such promotional incentives will be offered uniformly to
         all dealers and predicated upon the amount of shares of the Portfolios
         sold by the dealer.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


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