SEI CASH & PLUS TRUST
485BPOS, 1995-12-29
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<PAGE>
 
           
   As filed with the Securities and Exchange Commission on December 29, 1995    
  

                                                                File No. 2-77048
                                                               File No. 811-3451
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-1A

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933                       [ ]
                           
                       POST-EFFECTIVE AMENDMENT NO. 34              
                                                                         [X]

                                      and
                
                       REGISTRATION STATEMENT UNDER THE
                      INVESTMENT COMPANY ACT OF 1940                     [ ]
                                  
                              AMENDMENT NO. 33      

                                                                         [X]
                            SEI Daily Income 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
                                 David G. Lee      
                              c/o SEI Corporation
                            680 E. Swedesford Road
                           Wayne, Pennsylvania 19087
                    (Name and Address of Agent for Service)

                                    Copy to:
                           Richard W. Grant, Esquire
                            Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                        Philadelphia, Pennsylvania 19103
                                        
   It is proposed that this filing become effective (check appropriate box)
              
          [x] immediately upon filing pursuant to paragraph (b)      
          [ ] on (date) pursuant to Paragraph (b)      
              
          [ ] 60 days after filing pursuant to Paragraph (a)           
          [ ] on (date) pursuant to Paragraph (a) of Rule 485

- --------------------------------------------------------------------------------
  Registrant filed a Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, on March 27, 1995 for its fiscal year ended January
31, 1995.      

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
 
                                SEI DAILY INCOME

                             CROSS REFERENCE SHEET
        
PART A - Money Market Portfolios (Money Market Portfolio, Prime Obligation
Portfolio, Government Portfolio, Government II Portfolio, Treasury Portfolio,
Treasury II Portfolio and Federal Securities Portfolio)           

<TABLE>    
<CAPTION>
 
N-1A Item No.                                                         Location
- -------------                                                         --------        
<S>             <C>                                                   <C>
   Item 1.      Cover page.......................................     Cover Page
   Item 2.      Synopsis.........................................     Annual Operating Expenses
   Item 3.      Condensed Financial Information..................     Financial Highlights
   Item 4.      General Description of Registrant................     The Trust; Investment Objective
                                                                       and Policies
   Item 5.      Management of the Fund...........................     Trustees of the Trust; The
                                                                       Manager and Shareholder
                                                                       Servicing Agent; The Adviser
   Item 5A.     Management's Discussion of Fund Performance......     *
   Item 6.      Capital Stock and Other Securities...............     Voting Rights, Shareholder
                                                                       Inquiries; 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........................     *
</TABLE>     
        
PART A - Fixed Income Portfolios (Corporate Daily Income Portfolio, Government
Securities Daily Income Portfolio, Short-Term Mortgage Portfolio, Short Duration
Mortgage Portfolio, Short-Term Government Portfolio, Intermediate-Term
Government Portfolio and GNMA Portfolio)           

<TABLE>
<CAPTION>
 
N-1A Item No.                                                         Location
- -------------                                                         --------          
   <S>          <C>                                                   <C>
   Item 1.      Cover page.......................................     Cover Page
   Item 2.      Synopsis.........................................     Annual Operating Expenses
   Item 3.      Condensed Financial Information..................     Financial Highlights
   Item 4.      General Description of Registrant................     The Trust; Investment Objective
                                                                       and Policies
   Item 5.      Management of the Fund...........................     Trustees of the Trust; The
                                                                       Manager and Shareholder
                                                                       Servicing Agent; The Adviser
   Item 5A.     Management's Discussion of Fund Performance......     **
   Item 6.      Capital Stock and Other Securities...............     Voting Rights, Shareholder
                                                                       Inquiries; 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........................     *
</TABLE>
<PAGE>
 
        
PART A - Class D Shares (Corporate Daily Income Portfolio, Short-Term Government
Portfolio, Intermediate-Term Government Portfolio and GNMA Portfolio)      
<TABLE>    
<CAPTION>
 
N-1A Item No.                                                         Location
- -------------                                                         -------- 
   <S>          <C>                                                   <C>
   Item 1.      Cover page.......................................     Cover Page
   Item 2.      Synopsis.........................................     Annual Operating Expenses
   Item 3.      Condensed Financial Information..................     Financial Highlights
   Item 4.      General Description of Registrant................     The Trust; Investment Objective
                                                                       and Policies
   Item 5.      Management of the Fund...........................     Trustees of the Trust; The
                                                                       Manager; The Adviser and the
                                                                       Custodian
   Item 5A.     Management's Discussion of Fund Performance......     **
   Item 6.      Capital Stock and Other Securities...............     Voting Rights, Shareholder
                                                                       Inquiries; 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........................     *
</TABLE>      

         
PART B - All Portfolios           

<TABLE> 
<CAPTION> 
 
N-1A Item No                                                          Location
- ------------                                                          --------
   <S>          <C>                                                   <C> 
   Item 10.     Cover Page.......................................     Cover Page
   Item 11.     Table of Contents................................     Table of Contents
   Item 12.     General Information and History..................     The Trust
   Item 13.     Investment Objectives and Policies...............     Description of Permitted
                                                                       Investments; Investment
                                                                       Limitations
   Item 14.     Management of the Registrant.....................     Trustees and Officers of the
                                                                       Trust (Prospectus); The
                                                                       Manager and Shareholder
                                                                       Servicing Agent; The Adviser
   Item 15.     Control Persons and Principal Holders
                 of Securities...................................      5% Shareholders; Trustees and
                                                                        Officers of the Trust
   Item 16.     Investment Advisory and Other Services...........      The Adviser; The Manager
                                                                        and Shareholder Servicing
                                                                        Agent; Distribution; Experts
   Item 17.     Brokerage Allocation.............................      Portfolio Transactions
   Item 18.     Capital Stock and Other Securities...............      Description of Shares
   Item 19.     Purchase, Redemption, and Pricing of Securities
                 Being Offered...................................      Purchase and Redemption of
                                                                        Shares (Prospectus);
                                                                        Determination of Net Asset
                                                                        Value
   Item 20.     Tax Status.......................................      Taxes (Prospectus); Tax
   Item 21.     Underwriters.....................................      Distribution
   Item 22.     Calculation of Performance Data..................      Performance
   Item 23.     Financial Statements.............................      Financial Statements
</TABLE>
<PAGE>
 
    
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.      

- ------------------
   
*   Not Applicable
**  To be included in the Annual Report for the fiscal year ending January 31,
    1995.    

         
<PAGE>
 
    
The Prospectus for the Money Market Portfolio, Prime Obligation Portfolio,
Government Portfolio, Government II Portfolio, Treasury Portfolio, Treasury II
Portfolio and Federal Securities Portfolio, included as part of Post-Effective
Amendment No. 33 to the Registrant's Registration Statement on Form N-1A (File
No. 2-77048), filed with the Securities and Exchange Commission on March 31,
1995 pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the
"1933 Act") and in final form under Rule 497(c) on June 2, 1995, as supplemented
under Rule 497(e) on August 4, 1995, is hereby incorporated by reference as if
set forth in full herein.

The Prospectus for the Corporate Daily Income Portfolio, Government Securities
Daily Income Portfolio, Short-Term Mortgage Portfolio, Short Duration Mortgage
Portfolio, Short-Term Government Portfolio, Intermediate-Term Government
Portfolio and GNMA Portfolio is included as part of Post-Effective Amendment No.
33 to the Registrant's Registration Statement on Form N-1A (File No. 2-77048),
filed with the Securities and Exchange Commission on March 31, 1995 pursuant to
Rule 485(a) under the 1933 Act and in final form under Rule 497(c) on June 2,
1995, is hereby incorporated by reference as if set forth in full herein.

The Prospectus for the Class D Shares of the Corporate Daily Income Portfolio,
Short-Term Government Portfolio, Intermediate-Term Government Portfolio and GNMA
Portfolio is included as part of Post-Effective Amendment No. 33 to the
Registrant's Registration Statement on Form N-1A (File No. 2-77048), filed with
the Securities and Exchange Commission on March 31, 1995 pursuant to Rule 485(a)
under the 1933 Act and in final form under Rule 497(c) on June 2, 1995, is
hereby incorporated by reference as if set forth in full herein.

The Statement of Additional Information for the Money Market Portfolio, Prime
obligation Portfolio, Government Portfolio, Government II Portfolio, Treasury
Portfolio, Treasury II Portfolio, Federal Securities Portfolio, Corporate Daily
Income Portfolio, Government Securities Daily Income Portfolio, Short-Term
Mortgage Portfolio, Short Duration Mortgage Portfolio, Short-Term Government
Portfolio, Intermediate-Term Government Portfolio and GNMA Portfolio, included
as part of Post-Effective Amendment No. 33 to the Registrant's Registration
Statement on Form N-1A (File No. 2-77048), filed with the Securities and
Exchange Commission on March 31, 1995 pursuant to Rule 485(b) under the 1933 Act
and in final form under Rule 497(c) on June 2, 1995, as supplemented under Rule
497(e) on August 4, 1995, is hereby incorporated by reference as if set forth in
full herein.      
<PAGE>
 
                           PART C: OTHER INFORMATION

Item 24.   Financial Statements and Exhibits:
(a)   Financial Statements
    
      (1)     The Registrant's audited financial statements for the Money 
Market, Prime Obligation, Government, Government II, Treasury, Treasury II, 
Federal Securities, Corporate Daily Income, Government Securities Daily Income, 
Short-Term Mortgage (formerly Adjustable Rate Mortgage), Short Duration 
Mortgage, Short-Term Government, Intermediate-Term Government and GNMA 
Portfolios for the fiscal year ended January 31, 1995, including Arthur Andersen
LLP's report thereon, included in the Statement of Additional Information, filed
as part of Post-Effective Amendment No. 33 to the Registrant's Registration 
Statement on Form N-1A (File No. 2-77048) are incorporated by reference, as 
filed with the Securities and Exchange Commission on March 31, 1995.      

(b)   Additional Exhibits
          
      (1)     Declaration of Trust originally filed on March 15, 1982, in the
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.      
           
      (2)     By-Laws originally filed on March 15, 1982, in the 
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.      
      (3)     Not Applicable.
      (4)     Not Applicable.
          
      (5)(a)  Management Agreement dated May 23, 1986, as amended, originally
              filed in the Post-Effective Amendment to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.      
          
      (5)(b)  Investment Advisory Agreement with Wellington Management Company,
              originally filed on December 15, 1986, in the Post-Effective
              Amendment to Form N-1A, is incorporated by reference to Post-
              Effective Amendment No. 33 to Form N-1A, filed March 31, 
              1995.     
          
      (5)(e)  Investment Advisory Agreement with Bear Stearns Asset Management,
              originally filed May 18, 1993, in Post-Effective Amendment No. 28
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.      
          
      (5)(f)  Investment Advisory Agreement with Wellington Management Company
              relating to the Registrant's Corporate Daily Income Portfolio and
              Government Securities Daily Income Portfolio originally filed May
              18, 1993, in Post-Effective Amendment No. 28 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.      
          
      (5)(g)  Investment Advisory Agreement with Wellington Management Company
              relating to the Registrant's Short-Term Mortgage Portfolio and
              Short Duration Mortgage Portfolio is incorporated by reference to
              Post-Effective Amendment No. 33 to Form N-1A, filed March 31,
              1995.      
          
      (6)(a)  Distribution Agreement originally filed on July 15, 1982 in the
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.      
          
      (6)(b)  Supplement to Distribution Agreement originally filed on May 29,
              1990 in Post-Effective Amendment No. 22 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.      
          
      (6)(c)  Supplement to Distribution Agreement originally filed on August
              29, 1991, in Post-Effective Amendment No. 24 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.      
         
      (7)     Not Applicable.
      (8)(a)  Custodian Agreement with United States National Bank of Oregon
              originally filed on July 15, 1982, in the Post-Effective Amendment
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(b)  Custodian Agreement with First Interstate Bank of Oregon, N.A.
              originally filed on July 15, 1982, in the Post-Effective Amendment
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(c)  Custodian Agreement with Manufacturers National Bank of Detroit
              originally filed on September 22, 1983, in the Post-Effective
              Amendment to Form N-1A, is incorporated by reference to Post-
              Effective Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(d)  Custodian Agreement with Philadelphia National Bank originally
              filed on August 30, 1985, in the Post-Effective Amendment to Form
              N-1A, is incorporated by reference to Post-Effective Amendment No.
              33 to Form N-1A, filed March 31, 1995.
      (9)     Not Applicable.
      (10)    Opinion and Consent of Counsel Incorporated by Reference to Pre-
              Effective Amendment No. 1.
      (11)    Consent of Independent Public Accountants is filed herewith.      
      (12)    Not Applicable.
      (13)    Not Applicable.
      (14)    Not Applicable.
          
      (15)(a) Class D Distribution Plan originally filed on April 1, 1993, in
              Post-Effective Amendment No. 27 to Form N-1A, is incorporated by
              reference to Exhibit (6)(d) of Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.      
          
      (15)(b) Class A Distribution Plan is filed herewith.      
          
      (15)(c) Class B Distribution Plan is filed herewith.      
           
      (15)(d) Class C Distribution Plan is filed herewith.      
      (16)    Performance Quotation Computation, Incorporated by Reference to 
              Post-Effective Amendment No. 32 to Form N-1A, filed April 1, 1994.
      (17)    Powers of Attorney are incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (18)    Rule 18f-3 Multiple Class Plan is filed herewith.

<PAGE>
         
Item 25.   Persons Controlled by or under Common Control with Registrant

   See the Prospectuses and Statement of Additional Information filed herewith
regarding the Trust's control relationships. The Manager is a subsidiary of SEI
Corporation which also controls the distributor of the Registrant, SEI Financial
Services Company, and other corporations engaged in providing various financial
and record keeping services, primarily to bank trust departments, pension plan
sponsors and investment managers.

Item 26.   Number of Holders of Securities:
<TABLE>         
<CAPTION>
       
      As of December 26, 1995:
                                                                   Number of
Title of Class                                                   Record Holders
- --------------------------------------------------------------------------------
<S>                                                                  <C>   
Units of beneficial interest, without par value-
Money Market Portfolio, Class A..................................     24
Money Market Portfolio, Class B..................................      2
Money Market Portfolio, Class C..................................      1
Prime Obligation Portfolio, Class A..............................     74
Prime Obligation Portfolio, Class B..............................      5
Prime Obligation Portfolio, Class C..............................      0
Government Portfolio, Class A....................................      5
Government Portfolio, Class B....................................      2
Government Portfolio, Class C....................................      3
Government II Portfolio, Class A.................................     31
Government II Portfolio, Class B.................................      7
Government II Portfolio, Class C.................................      0
Treasury Portfolio, Class A......................................     11
Treasury Portfolio, Class B......................................      1
Treasury Portfolio, Class C......................................      0
Treasury II, Class A.............................................     46
Treasury II, Class B.............................................      8
Treasury II, Class C.............................................      1
Federal Securities Portfolio.....................................      0
Corporate Daily Income Portfolio, Class A........................     73
Corporate Daily Income Portfolio, Class B........................      0
Corporate Daily Income Portfolio, Class C........................      0
Corporate Daily Income Portfolio, Class D........................      0
Government Securities Daily Income Portfolio, Class A............      0
Government Securities Daily Income Portfolio, Class B............      0
Government Securities Daily Income Portfolio, Class C............      0
Short-Term Mortgage (formerly known as Adjustable
 Rate Mortgage) Portfolio........................................     18
Short-Term Mortgage Portfolio, Class B...........................      0
Short-Term Mortgage Portfolio, Class C...........................      0
Short Duration Mortgage Portfolio, Class A.......................      0
Short Duration Mortgage Portfolio, Class B.......................      0
Short Duration Mortgage Portfolio, Class C.......................      0
Short-Term Government Portfolio, Class A.........................    128
Short-Term Government Portfolio, Class B.........................      2
</TABLE>      

<PAGE>
 
<TABLE>         
<S>                                                                  <C> 
Short-Term Government Portfolio, Class C.........................      0
Short-Term Government Portfolio, Class D.........................     11
Intermediate-Term Government Portfolio, Class A..................    144
Intermediate-Term Government Portfolio, Class B..................      0
Intermediate-Term Government Portfolio, Class C..................      0
Intermediate-Term Government Portfolio, Class D..................     33
GNMA Portfolio, Class A..........................................    139
GNMA Portfolio, Class B..........................................      1
GNMA Portfolio, Class C..........................................      0
GNMA Portfolio, Class D..........................................     33
</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:
      
  The list required by this Item 28 of officers and partners of Wellington
Management Company ("WMC"), together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and partners during the past two years is incorporated by reference to
Schedules A and D of Form ADV, filed by WMC pursuant to the Investment Advisers
Act of 1940 (SEC File No. 801-15908).      

Item 29. Principal Underwriters:

  (a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing securities of the
Registrant also acts as a principal underwriter, depositor or investment
adviser:
       
   Registrant's distributor, SEI Financial Services Company ("SFS"), 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
     Stepstone Funds                          January 30, 1991
     The Compass Capital Group                March 8, 1991
     FFB Lexicon Funds                        October 18, 1991
     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
     1784 Funds                               June 1, 1993
     The PBHG Funds, Inc.                     July 16, 1993
     Marquis Funds/(R)/                       August 17, 1993
     Morgan Grenfell Investment Trust         January 3, 1994
     Inventor Funds, Inc.                     August 1, 1994
     The Achievement Funds Trust              December 27, 1994
     Insurance Investment Products Trust      December 30, 1994
     Bishop Street Funds                      January 27, 1995
     CrestFunds, Inc.                         March 1, 1995
     Conestoga Family of Funds                May 1, 1995
     STI Classic Variable Trust               August 18, 1995
     ARK Funds                                November 1, 1995
</TABLE>     
<PAGE>

         
     SFS 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 680 E. Swedesford Road, Wayne, PA 19087.      

<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, President & Chief Operating Officer                   --
Gilbert L. Beebower          Executive Vice President                                        --
Richard B. Lieb              Executive Vice President                                        --
Charles A. Marsh             Executive Vice President-Capital Resources Division             --
Leo J. Dolan, Jr.            Senior Vice President                                           --
Carl A. Guarino              Senior Vice President                                           --
Jerome Hickey                Senior Vice President                                           --
David G. Lee                 Senior Vice President                                       President &
                                                                                   Chief Executive Officer
William Madden               Senior Vice President                                           --
A. Keith McDowell            Senior Vice President                                           --
Dennis J. McGonigle          Senior Vice President                                           --
Hartland J. McKeown          Senior Vice President                                           --
James V. Morris              Senior Vice President                                           --
Steven Onofrio               Senior Vice President                                           --
Kevin P. Robins              Senior Vice President, General Counsel &                 Vice President &
                                                                                     Assistant Secretary
</TABLE>           
<PAGE>
 
<TABLE>         
<CAPTION> 
                             Position and Office                                    Positions and Offices
Name                         with Underwriter                                         with Registrant    
- ----                         -------------------                                    ---------------------
<S>                          <C>                                                          <C>             
                             Secretary
Robert Wagner                Senior Vice President                                           --
Patrick K. Walsh             Senior Vice President                                           --
Kenneth Zimmer               Senior Vice President                                           -- 
Robert Crudup                Managing Director                                               --
Vic Galef                    Managing Director                                               --
Kim Kirk                     Managing Director                                               --
John Krzeminski              Managing Director                                               --
Carolyn McLaurin             Managing Director & Vice President                              --
Barbara Moore                Managing Director                                               --
Donald Pepin                 Managing Director                                               --
Mark Samuels                 Managing Director                                               --
Wayne M. Withrow             Managing Director                                               --
Mick Duncan                  Team Leader                                             Assistant Secretary
Robert S. Ludwig             Team Leader & Vice President                            Assistant Secretary
Vicki Malloy                 Team Leader                                             Assistant Secretary
Robert Aller                 Vice President                                                  --
Steve Bendinelli             Vice President                                                  --
Cris Brookmyer               Vice President & Controller                                     --
Gordon W. Carpenter          Vice President                                                  --
Robert B. Carroll            Vice President & Assistant Secretary                     Vice President &
                                                                                     Assistant Secretary
Todd Cipperman               Vice President & Controller                              Vice President &  
                                                                                     Assistant Secretary 
Ed Daly                      Vice President                                                  --
Jeff Drennen                 Vice President                                                  --
Lucinda Duncalfe             Vice President                                                  -- 
Kathy Heilig                 Vice President                                                  --
Larry Hutchison              Vice President                                                  --
Michael Kantor               Vice President                                                  --
Samuel King                  Vice President                                                  --
Donald H. Korytowski         Vice President                                                  --
Jack May                     Vice President                                                  -- 
Sandra K. Orlow              Vice President & Assistant Secretary                     Vice President &  
                                                                                     Assistant Secretary 
Larry Pokora                 Vice President                                                  --
Kim Rainey                   Vice President                                                  --
Paul Sachs                   Vice President                                                  --
Steve Smith                  Vice President                                                  --
Daniel Spaventa              Vice President                                                  --
Kathryn L. Stanton           Vice President & Assistant Secretary                     Vice President &  
                                                                                     Assistant Secretary 
William Zawaski              Vice President                                                  --
James Dougherty              Director of Brokerage Services                                  --
</TABLE>           
<PAGE>
 
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:
                
            CoreStates Bank, N.A.          First Interstate
            Broad and Chestnut Street      Bank of Oregon
            P.O. Box 7618                  1300 S.W. Fifth Street
            Philadelphia, PA  19101        Portland, OR  97208      
                
            Bank of New York
            48 Wall Street
            New York, NY  10286      

 (b) 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(c), the required books and
 records are maintained at the offices of Registrant's Manager:

                   SEI Financial Management Corporation
                   680 E. Swedesford Road
                   Wayne, PA 19087

 (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 Adviser:
     
 Wellington Management Company    
 75 State Street          
 Boston, Massachusetts 02109      

Item 31.   Management Services:   None

Item 32.   Undertakings:

  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.
<PAGE>
 
                                     NOTICE

  A copy of the Agreement and Declaration of Trust of SEI Daily Income Trust
(formerly now known as SEI Cash + Plus 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.

<PAGE>
 
                                   SIGNATURES
                                                  
  Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of
the requirements for effectiveness 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. 2-77048 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of
Pennsylvania on the 27th day of December, 1995.      
                                                
                                            SEI DAILY INCOME TRUST      
                                               
                                           By  /s/   David G. Lee
                                              --------------------------------
                                                     David G. Lee,
                                           President & Chief Executive Officer
                                                                                
ATTEST:     
    
/s/ Jeffrey A. Cohen
- -------------------------------
    Jeffrey A. Cohen,
Controller & Chief Financial Officer

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

<TABLE>         
 
<S>                                  <C>                              <C>               
               *                     Trustee                          December 27, 1995
- --------------------------------                                                       
     Richard F. Blanchard                                                              
                                                                                       
               *                     Trustee                          December 27, 1995
- --------------------------------                                                       
       William M. Doran                                                                
                                                                                       
               *                     Trustee                          December 27, 1995
- --------------------------------                                                       
       F. Wendell Gooch                                                                
                                                                                       
               *                     Trustee                          December 27, 1995
- --------------------------------                                                       
        Frank E. Morris                                                                
                                                                                       
               *                     Trustee                          December 27, 1995
- --------------------------------                                                       
        James M. Storey                                                                
                                                                                       
               *                                                                       
- --------------------------------     Trustee                          December 27, 1995 
        Robert A. Nesher                                                               
                                                                                       
   /s/ David G. Lee                  President & Chief Executive      December 27, 1995
- --------------------------------      Officer                                          
       David G. Lee                                                                    
                                                                                       
               *                                                                                       
   /s/ Jeffrey A. Cohen              Controller & Chief Financial     December 27, 1995
- --------------------------------      Officer                   
       Jeffrey A. Cohen                    
 
*By: /s/ David G. Lee                                                               
- --------------------------------                                
         David G. Lee                                               
       Attorney-in-Fact
</TABLE>            
<PAGE>
 
                                 EXHIBIT INDEX 
                                 --------------
<TABLE>         
<CAPTION> 
Exhibit                                                                     Page
<S>                                                                         <C> 
      (1)     Declaration of Trust originally filed on March 15, 1982, in the
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.
      (2)     By-Laws originally filed on March 15, 1982, in the 
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.
      (3)     Not Applicable.
      (4)     Not Applicable.
      (5)(a)  Management Agreement dated May 23, 1986, as amended, originally
              filed in the Post-Effective Amendment to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.
      (5)(b)  Investment Advisory Agreement with Wellington Management Company,
              originally filed on December 15, 1986, in the Post-Effective
              Amendment to Form N-1A, is incorporated by reference to 
              Post-Effective Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (5)(e)  Investment Advisory Agreement with Bear Stearns Asset Management,
              originally filed May 18, 1993, in Post-Effective Amendment No. 28
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (5)(f)  Investment Advisory Agreement with Wellington Management Company
              relating to the Registrant's Corporate Daily Income Portfolio and
              Government Securities Daily Income Portfolio originally filed May
              18, 1993, in Post-Effective Amendment No. 28 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.
      (5)(g)  Investment Advisory Agreement with Wellington Management Company
              relating to the Registrant's Short-Term Mortgage Portfolio and
              Short Duration Mortgage Portfolio is incorporated by reference to
              Post-Effective Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (6)(a)  Distribution Agreement originally filed on July 15, 1982 in the
              Post-Effective Amendment to Form N-1A, is incorporated by
              reference to Post-Effective Amendment No. 33 to Form N-1A, filed
              March 31, 1995.
      (6)(b)  Supplement to Distribution Agreement originally filed on May 29,
              1990 in Post-Effective Amendment No. 22 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995 .
      (6)(c)  Supplement to Distribution Agreement originally filed on August
              29, 1991, in Post-Effective Amendment No. 24 to Form N-1A, is
              incorporated by reference to Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.
      (7)     Not Applicable.
      (8)(a)  Custodian Agreement with United States National Bank of Oregon
              originally filed on July 15, 1982, in the Post-Effective Amendment
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(b)  Custodian Agreement with First Interstate Bank of Oregon, N.A.
              originally filed on July 15, 1982, in the Post-Effective Amendment
              to Form N-1A, is incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(c)  Custodian Agreement with Manufacturers National Bank of Detroit
              originally filed on September 22, 1983, in the Post-Effective
              Amendment to Form N-1A, is incorporated by reference to Post-
              Effective Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (8)(d)  Custodian Agreement with Philadelphia National Bank originally
              filed on August 30, 1985, in the Post-Effective Amendment to Form
              N-1A, is incorporated by reference to Post-Effective Amendment No.
              33 to Form N-1A, filed March 31, 1995.
      (9)     Not Applicable.
      (10)    Opinion and Consent of Counsel Incorporated by Reference to Pre-
              Effective Amendment No. 1.
      (11)    Consent of Independent Public Accountants is filed herewith.
      (12)    Not Applicable.
      (13)    Not Applicable.
      (14)    Not Applicable.
      (15)(a) Class D Distribution Plan originally filed on April 1, 1993, in   
              Post-Effective Amendment No. 27 to Form N-1A, is incorporated by
              reference to Exhibit (6)(d) of Post-Effective Amendment No. 33 to
              Form N-1A, filed March 31, 1995.
      (15)(b) Class A Distribution Plan is filed herewith. 
      (15)(c) Class B Distribution Plan is filed herewith.        
      (15)(d) Class C Distribution Plan is filed herewith. 
      (16)    Performance Quotation Computation, Incorporated by Reference to 
              Post-Effective Amendment No. 32 to Form N-1A, filed April 1, 1994.
      (17)    Powers of Attorney are incorporated by reference to Post-Effective
              Amendment No. 33 to Form N-1A, filed March 31, 1995.
      (18)    Rule 18f-3 Multiple Class Plan is filed herewith.

</TABLE>           

<PAGE>
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated March 8, 1995 
included in the Post-Effective Amendment No. 33 to the registration statement on
Form N-1A of the SEI Daily Income Trust (No. 2-77048) and to all references to 
our firm included in or made part of Post-Effective Amendment No. 34 to 
Registration Statement File No. 2-77048.


                                                /s/ Arthur Andersen LLP


Philadelphia, PA
 December 28, 1995

<PAGE>
 
                               DISTRIBUTION PLAN
                           (As amended May 25, 1984)

     Section 1.  Cash+Plus Trust (the "Trust") has adopted this Distribution 
     ---------
Plan (the "Plan") pursuant to which it may directly or indirectly bear expenses 
relating to the distribution of securities of which the Trust is the issuer, 
pursuant to Section 12(b) of the Investment Company Act of 1940 (the "Act"), and
the rules and regulations promulgated thereunder, as the same may be from time 
to time, issued or amended.

     Section 2.  SEI Financial Services Company ("SFS") may enter into contracts
     ---------
with certain banks to act as Sub-Administrators ("Sub-Administrators") pursuant 
to which the Sub-Administrators will render shareholder services to unitholders 
of the Trust. Shareholder services may include, but are not limited to, mailing 
shareholder communications, such as proxies, unitholder reports, the Trust's 
unaudited quarterly and audited annual financial statements and dividend 
distribution and tax notices, handling general shareholder relations with 
investors and answering routine inquiries regarding the Trust, and providing 
such other services as the Trust or SFS may reasonably request. To the extent 
that some or all of such payments may constitute distribution expenses, this 
Plan permits SFS to pay the Sub-Administrators fees for the shareholder services
provided out of revenues derived from acting as the Manager for the Trust or 
from other sources. The amount of such fees will be determined by SFS and the 
Sub-Administrators based upon the extent and quality of the services provided.

     Section 3.  The Trust may incur expenses for the items stipulated in 
     ---------
Section 4 of this Plan as provided in a budget approved by a majority of the 
Qualified Trustees for the 12 month period following the date on which this Plan
shall first become effective and a similar budget for each succeeding 12 month 
period (or portion thereof), provided that in no event shall the expenses 
                             --------
provided for in such budgets exceed .3% of the Trust's average daily net assets 
during any fiscal year of the Trust. A majority of the Qualified Trustees may 
from time to time change such budgets to increase or decrease the total amount 
authorized to be spent, to change the allocation of amounts among expenditure 
items, to suspend expenditures or otherwise, but no expenditures shall be made 
in excess of those provided for in budgets approved by a majority of the 
Qualified Trustees from time to time. All expenditures pursuant to such budgets 
shall be made only pursuant to authorization by the President, any Vice 
President or the Treasurer of the Trust for an expense permitted pursuant to 
this Plan. Expenses incurred pursuant to this Plan
<PAGE>
 
shall constitute expenses subject to the annual limitation on expenses (with 
certain exceptions) provided in Article 3(b) of the Trust's Management Agreement
with SFS dated May 25, 1984. Expenses incurred pursuant to this Plan shall be 
allocated among the Portfolios on the basis of their relative net asset values, 
unless otherwise determined by a majority of the Qualified Trustees.

     Section 4.  Expenses permitted pursuant to this Plan shall include, and be 
     ---------
limited, to the following:

     A.  The incremental printing cost incurred as the result of producing for
         persons other than current unitholders of the Trust, reports,
         prospectuses, notices and similar materials that are prepared by the
         Trust for current unitholders, and of distributing the same to other
         than current unitholders of the Trust.

     B.  The cost of registering the Trust's units under state and foreign laws 
         and other costs involved in complying with such laws in the 
         distribution of the Trust's units.

     C.  Advertising.

     D.  The costs of preparing, printing and distributing any literature not 
         covered in A and used in connection with the offering of the Trust's 
         units.

     E.  Expenses incurred in connection with the promotion and sale of the 
         Trust's units including, without limitation, travel and communication
         expenses and expenses for compensation and benefits of sales personnel.

     Section 5.  This Plan shall not take effect until it has been approved by a
     ---------
vote of at least a majority of the outstanding voting securities of the Trust.

     Section 6.  This Plan shall not take effect until it has been approved, 
     ---------
together with any related agreements, by votes of the majority (or whatever 
greater percentage may, from time to time, be required by Section 12(b) of the 
Act or the rules and regulations thereunder) of both (a) the Trustees of the 
Trust and (b) the Qualified Trustees cast in person at a meeting called for the 
purpose of voting on this Plan or such agreement.

     Section 7.  This Plan shall continue in effect for a period of more than 
     ---------
one year after it takes effect only so long as such continuance is specifically 
approved at least annually in the manner provided for approval of this Plan in 
Section 5.
<PAGE>
 
     Section 8.  Any person authorized to direct the disposition of monies paid 
     ---------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, and the Trustees shall review, at least 
quarterly, a written report of the amounts so expended and the purposes for 
which such expenditures were made.

     Section 9.  This Plan may be terminated at any time by vote of a majority 
     ---------
of the Qualified Trustees, or by vote of a majority of the Trust's outstanding 
voting securities.

     Section 10.  All agreements with any person relating to implementation of 
     ----------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide:

     A.  That such agreement may be terminated at any time, without payment of
         any penalty, by vote of a majority of the Qualified Trustees or by vote
         of a majority of the Trust's outstanding voting securities, on not more
         than 60 days' written notice to any other party to the agreement; and

     B.  That such agreement shall terminate automatically in the event of its 
         assignment.

     Section 11.  This Plan may not be amended to increase materially the amount
     ----------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of a majority of the outstanding voting securities of the Trust, and 
all material amendments to this Plan shall be approved in the manner provided 
for approval of this Plan in Section 5.

     Section 12.  As used in this Plan, (A) the term "Qualified Trustees" shall 
     ----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act and the rules
and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.

<PAGE>
 
                               DISTRIBUTION PLAN

                              SEI CASH+PLUS TRUST

                                    Class B


     WHEREAS, SEI Cash+Plus Trust (the "Trust") is engaged in business as a 
diversified, open-end investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a 
reasonable likelihood that the following Distribution Plan will benefit the 
Trust and the owners of units of beneficial interest ("Unitholders") in Class B 
of the Money Market, Prime Obligation, Government, Government II, Treasury, 
Short-Term Government, Intermediate-Term Government, and GNMA Portfolios of the 
Trust and such other portfolios as may be added to the Trust (the "Class B 
Portfolios");

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution 
plan pursuant to Rule 12b-1 under the 1940 Act.

     Section 1.  The Trust has adopted this distribution plan the ("Plan") to 
     ---------
enable the Trust to directly or indirectly bear expenses relating to the 
distribution of Class B securities of which the Trust is the issuer.

     Section 2.  The Trust may incur expenses for the items stipulated in 
     ---------
Section 3 of this Plan, provided that in no event shall the Trust incur 
reimbursable expenses for Class B that exceed an annual rate of .30% of the 
Trust's average daily net assets during any fiscal year of the Trust. All 
expenditures pursuant to this Plan shall be made only pursuant to authorization 
by the President, any Vice President or the Treasurer of the Trust. If there 
should be more than one series of Trust units, expenses incurred pursuant to 
this Plan shall be allocated among the several series of the Trust on the basis 
of their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees. In addition, the Trust will pay the Distributor a fee of
 .30% of the Class B Portfolios' average daily net assets which the Distributor 
can use to compensate Class B unitholders which provide administrative services 
to their customers. The actual fee paid to the administrators will be negotiated
based on the extent and quality of services provided.

     Section 3.  Reimbursable expenses permitted pursuant to this Plan shall 
     ----------
include, and be limited to, the following:

     (a)  the incremental printing costs incurred in producing for and
          distributing to persons other than current Unitholders of the Trust,
          the reports, prospectuses, notices and similar materials that are
          prepared by the Trust for current Unitholders;
<PAGE>
 
     (b)  the cost of complying with state and federal laws pertaining to the 
          distribution of the Trust's units;

     (c)  advertising;

     (d)  the costs of preparing, printing and distributing any literature used
          in connection with the offering of the Trust's units and not covered
          by Section 3(a) of this Plan; and

     (e)  expenses incurred in connection with the promotion and sale of the
          Trust's units including, without limitation, travel and communication
          expenses and expenses for the compensation of and benefits for sales
          personnel.


     Section 4.  This Plan shall not take effect until it has been approved (a) 
     ---------
by a vote of at least a majority of the outstanding voting securities in Class B
of the Trust; and (b) together with any related agreements, by votes of the 
majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, 
cast in person at a Board of Trustees meeting called for the purpose of voting 
on this Plan or such agreement.

     Section 5.  This Plan shall continue in effect for a period of more than 
     ---------
one year after it takes effect only for so long as such continuance is 
specifically approved at least annually in the manner provided in Part (b) of 
Section 4 herein for the approval of this Plan.

     Section 6.  Any person authorized to direct the disposition of monies paid 
     ---------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, at least quarterly, a written report of 
the amounts so expended and the purposes for which such expenditures were made.

     Section 7.  This Plan may be terminated at any time by the vote of a 
     ---------
majority of the Qualified Trustees or by vote of a majority of the Trust's 
outstanding voting securities.

     Section 8.  All agreements with any person relating to implementation of 
     ---------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide (a) that such agreement may be terminated at any time, without payment 
of any penalty, by the vote of a majority of the Qualified Trustees or by the 
vote of Unitholders holding a majority of the Trust's outstanding voting 
securities, on not more than 60 days written notice to any other party to the 
agreement; and (b) that such agreement shall terminate automatically in the 
event of its assignment.
<PAGE>
 
     Section 9.  This Plan may not be amended to increase materially the amount 
     ---------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of Unitholders holding a majority of the outstanding voting securities 
in Class B of the Trust, and all material amendments to this Plan shall be 
approved in the manner provided in Part (b) of Section 4 herein for the approval
of this Plan.

     Section 10.  As used in this Plan, (a) the term "Qualified Trustees" shall 
     ----------
mean those Trustees of the Trust who are not interested persons of the Trust, 
and have no direct or indirect financial interest in the operation of this Plan 
or any agreements related to it, and (b) the terms "assignment" and "interested 
person" shall have the respective meanings specified in the 1940 Act and the 
rules and regulations thereunder, subject to such exemptions as may be granted 
by the Securities and Exchange Commission.

     Section 11.  Nothing in this Plan shall operate or be construed to limit 
     ----------
the extent to which the Trust's Sponsor, Manager, Distributor, or Investment 
Administrator or any other person, other than the Trust, may incur costs out of 
their own monies and bear expenses associated with the distribution of 
securities of which the Trust is the issuer.

     Section 12.  While this Plan is in effect, the selection and nomination of 
     ----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the 
Trustees then in office who are not interested persons of the Trust.

     Section 13.  This Plan shall not obligate the Trust or any other party to 
     ----------
enter into an agreement with any particular person.

<PAGE>
 
                               DISTRIBUTION PLAN
                              SEI CASH+PLUS TRUST
                                    Class C


     WHEREAS, SEI Cash+Plus Trust (the "Trust") is engaged in business as an 
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a 
reasonable likelihood that the following Distribution Plan will benefit the 
Trust and the owners of units of beneficial interest ("Shareholders") in Class C
of the Trust;

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution 
Plan pursuant to Rule 12b-1 under the 1940 Act.

     Section 1.  The Trust has adopted this Class C Distribution Plan ("Plan") 
     ----------
to enable the Trust to directly or indirectly bear expenses relating to the 
distribution of Class C securities of which the Trust is the issuer.

     Section 2.  The Trust may incur expenses for the items stipulated in 
     ----------
Section 3 of this Plan, provided that in no event shall the Trust incur 
reimbursable expenses for Class C that exceed an annual rate of .30% of the 
Trust's average daily net assets during any fiscal year of the Trust. All 
expenditures pursuant to this Plan shall be made only pursuant to authorization 
by the President, any Vice President or the Treasurer of the Trust. If there 
should be more than one series of Trust shares, expenses incurred pursuant to 
this Plan shall be allocated among the several series of the Trust on the basis 
of their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees.

In addition, the Trust will pay the Distributor a fee of up to .50% of the Class
C Portfolios' average daily net assets. Compensation of broker/dealers and 
service providers which provide specified services shall be made by the 
Distributor from such fees. The actual fee paid will be negotiated based on the 
extent and quality of services provided.

     Section 3.  Expenses permitted pursuant to this Plan shall include, and be 
     ----------
limited to, the following:

     (a)  The incremental printing costs incurred in producing for and
          distributing to persons other than current Shareholders of the Trust
          the reports,

                                       1

<PAGE>
 
          prospectuses, notices and similar materials that are prepared by the 
          Trust for current Shareholders;

     (b)  advertising;

     (c)  the costs of preparing, printing and distributing any literature used
          in connection with the offering of the Trust's Shares and not covered
          by Section 3(a) of this Plan; and

     (d)  expenses incurred in connection with the promotion and sale of the
          Trust's Shares including, without limitation, travel and communication
          expenses and expenses for the compensation of and benefits for sales
          personnel.

     Section 4.  This Plan shall not take effect until it has been approved (a) 
     ----------
by a vote of at least a majority of the outstanding voting securities of the 
Trust; and (b) together with any related agreements, by votes of the majority of
both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in 
person at a Board of Trustees meeting called for the purpose of voting on this 
Plan or such agreement.

     Section 5.  This Plan shall continue in effect for a period of more than 
     ----------
one year after it takes effect only for so long as such continuance is 
specifically approved at least annually in the manner provided in Part (b) of 
Section 4 herein for the approval of this Plan.

     Section 6.  Any person authorized to direct the disposition of monies paid 
     ----------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, at least quarterly, a written report of 
the amounts so expended and the purposes for which such expenditures were made.

     Section 7.  This Plan may be terminated at any time by the vote of a 
     ----------
majority of the Qualified Trustees or by vote of a majority of the Trust's 
outstanding voting securities.

     Section 8.  All agreements with any person relating to implementation of 
     ----------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide (a) that such agreement may be terminated at any time, without payment 
of any penalty, by the vote of a majority of the Qualified Trustees or by the 
vote of Shareholders holding a majority of the Trust's outstanding voting 
securities, on not more than 60 days written notice to any other party to the 
agreement; and (b) that such agreement shall terminate automatically in the 
event of its assignment.

     Section 9.  This Plan may not be amended to increase materially the amount 
     ----------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b)

                                       2

<PAGE>
 
of Section 4 herein for the approval of this Plan.

     Section 10.  As used in this Plan, (a) the term "Qualified Trustees" shall 
     -----------
mean those Trustees of the Trust who are not interested persons of the Trust, 
and have no direct or indirect financial interest in the operation of this Plan 
or any agreements related to it, and (b) the terms "assignment" and "interested 
person" shall have the respective meanings specified in the 1940 Act and the 
rules and regulations thereunder, subject to such exemptions as may be granted 
by the Securities and Exchange Commission.

     Section 11.  While this Plan is in effect, the selection and nomination of 
     -----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the 
Trustees then in office who are not interested persons of the Trust.

     Section 12.  This Plan shall not obligate the Trust or any other party to 
     -----------
enter into an agreement with any particular person.

                                       3


<PAGE>
 
                                                                      Exhibit 18

                            SEI DAILY INCOME TRUST

                                  RULE 18F-3
                              MULTIPLE CLASS PLAN

                               DECEMBER 29, 1995

                                 INTRODUCTION

          SEI Daily Income Trust (the "Trust"), a registered investment company
that currently consists of fourteen (14) separately managed portfolios (the
Money Market Portfolio, Prime Obligation Portfolio, Government Portfolio,
Government II Portfolio, Treasury Portfolio, Treasury II Portfolio, Federal
Securities Portfolio, Corporate Daily Income Portfolio, Government Securities
Daily Income Portfolio,  Short-Term Mortgage Portfolio, Short Duration
Portfolio, Short-Term Government Portfolio, Intermediate-Term Government
Portfolio and GNMA Portfolio) and that may consist of additional portfolios in
the future as listed on Schedule A hereto (each a "Portfolio" and, collectively,
the "Portfolios"), have elected to rely on Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "1940 Act") in offering multiple classes of
units of beneficial interest ("shares") in each Portfolio.  The Plan sets forth
the differences among classes, including shareholder services, distribution
arrangements, expense allocations, and conversion or exchange options.

A.   ATTRIBUTES OF SHARE CLASSES

          The rights of each existing class of the Portfolios (i.e.,
                                                               ---- 
Institutional and Retail Classes) shall be as set forth in the resolutions and
related materials of the Trust's Board adopted pursuant to the order dated
September 9, 1993, obtained by SEI Liquid Asset Trust, et al. (Inv. Co. Act
                                                       -- ---              
Release No. IC-19698), and attached hereto as Exhibits A - C.

          With respect to any class of shares of a Portfolio created after the
date hereof, each share of a Portfolio will represent an equal pro rata interest
                                                               --- ----         
in the Portfolio and will have identical terms and conditions, except that: (i)
each new class will have a different class name (or other designation) that
identifies the class as separate from any other class; (ii) each class will
separately bear any distribution expenses ("distribution fees") in connection
with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1
Plan"), and will separately bear any non-Rule 12b-1 Plan service payments
("service fees") that are made under any servicing agreement entered into with
respect to that class; (iii) each class may bear, consistent with rulings and
other published statements of position by the Internal Revenue Service, the
expenses of the Portfolio's operations which are directly attributable to such
class ("Class Expenses"); and (iv) shareholders of the class will
<PAGE>
 
have exclusive voting rights regarding the Rule 12b-1 Plan and the servicing
agreements relating to such class, and will have separate voting rights on any
matter submitted to shareholders in which the interests of that class differ
from the interests of any other class.

B.   EXPENSE ALLOCATIONS

          Expenses of each existing class and of each class created after the
date hereof shall be allocated as follows:  (i) distribution and shareholder
servicing payments associated with any Rule 12b-1 Plan or servicing agreement
relating to each class of shares are (or will be) borne exclusively by that
class; (ii) any incremental transfer agency fees relating to a particular class
are (or will be) borne exclusively by that class; and (iii) class Expenses
relating to a particular class are (or will be) borne exclusively by that class.

          Until and unless changed by the Board, the methodology and procedures
for calculating the net asset value of the various classes of shares and the
proper allocation of income and expenses among the various classes of shares
shall be as set forth in the "Report" rendered by Arthur Andersen LLP.

C.   AMENDMENT OF PLAN; PERIODIC REVIEW

          This Plan must be amended to properly describe (through additional
exhibits hereto or otherwise) each new class of shares approved by the Board
after the date hereof.

          The Board of the Trust, including a majority of the independent
Trustees, must periodically review this Plan for its continued appropriateness,
and must approve any material amendment of the Plan as it relates to any class
of any Portfolio covered by the Plan.

                                      -2-
<PAGE>
 
                               DISTRIBUTION PLAN
                               ProVantage Funds


     WHEREAS, SEI Cash+Plus Trust (the "Trust") is engaged in business as an 
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a 
reasonable likelihood that the following Distribution Plan will benefit the 
Trust's ProVantage Funds Class and the owners of units of beneficial interest 
("Shareholders") in the Trust's ProVantage Funds Class;

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution 
Plan pursuant to Rule 12b-1 under the 1940 Act.

     Section 1.  The Trust has adopted this ProVantage Funds Distribution Plan 
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of ProVantage Funds securities of which the Trust is the 
issuer.

     Section 2.  The Trust may incur expenses for the items stipulated in 
Section 3 of this Plan in an amount equal to .30% of the average daily net 
assets of the ProVantage Funds. All expenditures pursuant to this Plan shall be 
made only pursuant to authorization by the President, any Vice President or the 
Treasurer of the Trust. If there should be more than one series of Trust shares,
expenses incurred pursuant to this Plan shall be allocated among the several 
series of the Trust on the basis of their relative net asset values, unless 
otherwise determined by a majority of the Qualified Trustees.

     In addition, the Trust will pay the Distributor a fee on the ProVantage 
Funds class of the Portfolios up to the amount set forth on Exhibit A. The 
Distributor may use this fee toward (i) compensation for its services in 
connection with distribution assistance or provision of shareholder services; or
(ii) payments to financial institutions and intermediaries such as banks, 
savings and loan associations, insurance companies and investment counselors, 
broker-dealers and the Distributor's affiliates and subsidiaries as compensation
for services or reimbursement of expenses incurred in connection with 
distribution assistance or provision of shareholder services.

     Section 3.  Expenses permitted pursuant to this Plan shall include, and be 
limited to, the following:
<PAGE>
 
     (a)  The incremental printing costs incurred in producing for and
          distributing to persons other than current Shareholders of the Trust
          the reports, prospectuses, notices and similar materials that are
          prepared by the Trust for current Shareholders;

     (b)  advertising;

     (c)  the costs of preparing, printing and distributing any literature used
          in connection with the offering of the Trust's Shares and not covered
          by Section 3(a) of this Plan; and

     (d)  expenses incurred in connection with the promotion and sale of the
          Trust's Shares including, without limitation, travel and communication
          expenses and expenses for the compensation of and benefits for sales
          personnel.

     Section 4.  This Plan shall not take effect until it has been approved (a) 
by a vote of at least a majority of the outstanding voting securities of the 
Trust's ProVantage Funds Class;  and (b) together with any related agreements, 
by votes of the majority of both (i) the Trustees of the Trust and (ii) the 
Qualified Trustees, cast in person at a Board of Trustees meeting called for the
purpose of voting on this Plan or such agreement.

     Section 5.  This Plan shall continue in effect for a period of more than 
one year after it takes effect only for so long as such continuance is 
specifically approved at least annually in the manner provided in Part (b) of 
Section 4 herein for the approval of this Plan.

     Section 6.  Any person authorized to direct the disposition of monies paid 
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, at least quarterly, a written report of 
the amount so expended and the purposes for which such expenditures were made.

     Section 7.  This Plan may be terminated at any time by the vote of a 
majority of the Qualified Trustees or by vote of a majority of the outstanding 
voting securities of the Trust's ProVantage Funds Class.

     Section 8.  All agreements with any person relating to implementation of 
this Plan shall be in writing, and any agreement related to this Plan shall 
provide (a) that such agreement may be terminated at any time, without payment 
of any penalty, by the vote of a majority of the Qualified Trustees or by the 
vote of Shareholders holding a majority of the Trust's outstanding voting 
securities, on not more than 60 days written notice to any other party to the 
agreement; and (b) that such agreement shall terminate automatically in the 
event of its assignment.

     Section 9.  This Plan may not be amended to increase materially the amount 
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of

                                      -2-
<PAGE>
 
Shareholders holding a majority of the outstanding voting securities of the 
Trust, and all material amendments to this Plan shall be approved in the manner 
provided in Part (b) of Section 4 herein for the approval of this Plan.

     Section 10.  As used in this Plan, (a) the term "Qualified Trustees" shall 
mean those Trustees of the Trust who are not interested persons of the Trust, 
and have no direct or indirect financial interest in the operations of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested 
person" shall have the respective meanings specified in the 1940 Act and the 
rules and regulations thereunder, subject to such exemptions as may be granted 
by the Securities and Exchange Commission.

     Section 11.  While this Plan is in effect, the selection and nomination of 
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the 
Trustees then in office who are not interested persons of the Trust.

     Section 12.  This Plan shall not obligate the Trust or any other party to 
enter into an agreement with any particular person.


                                      -3-
<PAGE>
 
                                   EXHIBIT A
                                   ---------

Intermediate-Term Government Portfolio................. .30%
GNMA Portfolio......................................... .30%
Short-Term Government Portfolio........................ .30%



Amended December 10, 1993

                                       4
<PAGE>

                               DISTRIBUTION PLAN
                           (As amended May 25, 1984)

     Section 1.  Cash+Plus Trust (the "Trust") has adopted this Distribution 
     ---------
Plan (the "Plan") pursuant to which it may directly or indirectly bear expenses 
relating to the distribution of securities of which the Trust is the issuer, 
pursuant to Section 12(b) of the Investment Company Act of 1940 (the "Act"), and
the rules and regulations promulgated thereunder, as the same may be from time 
to time, issued or amended.

     Section 2.  SEI Financial Services Company ("SFS") may enter into contracts
     ---------
with certain banks to act as Sub-Administrators ("Sub-Administrators") pursuant 
to which the Sub-Administrators will render shareholder services to unitholders 
of the Trust. Shareholder services may include, but are not limited to, mailing 
shareholder communications, such as proxies, unitholder reports, the Trust's 
unaudited quarterly and audited annual financial statements and dividend 
distribution and tax notices, handling general shareholder relations with 
investors and answering routine inquiries regarding the Trust, and providing 
such other services as the Trust or SFS may reasonably request. To the extent 
that some or all of such payments may constitute distribution expenses, this 
Plan permits SFS to pay the Sub-Administrators fees for the shareholder services
provided out of revenues derived from acting as the Manager for the Trust or 
from other sources. The amount of such fees will be determined by SFS and the 
Sub-Administrators based upon the extent and quality of the services provided.

     Section 3.  The Trust may incur expenses for the items stipulated in 
     ---------
Section 4 of this Plan as provided in a budget approved by a majority of the 
Qualified Trustees for the 12 month period following the date on which this Plan
shall first become effective and a similar budget for each succeeding 12 month 
period (or portion thereof), provided that in no event shall the expenses 
provided for in such budgets exceed .3% of the Trust's average daily net assets 
during any fiscal year of the Trust. A majority of the Qualified Trustees may 
from time to time change such budgets to increase or decrease the total amount 
authorized to be spent, to change the allocation of amounts among expenditure 
items, to suspend expenditures or otherwise, but no expenditures shall be made 
in excess of those provided for in budgets approved by a majority of the 
Qualified Trustees from time to time. All expenditures pursuant to such budgets 
shall be made only pursuant to authorization by the President, any Vice 
President or the Treasurer of the Trust for an expense permitted pursuant to
this Plan. Expenses incurred pursuant to this Plan shall constitute expenses
subject to the annual limitation on expenses (with certain exceptions) provided
in Article 3(b) of the Trust's Management Agreement with SFS dated May 25, 1984.
Expenses incurred pursuant to this Plan shall be allocated among the Portfolios
on the basis of their relative net asset values, unless otherwise determined by
a majority of the Qualified Trustees.

     Section 4.  Expenses permitted pursuant to this Plan shall include, and be 
     ---------
limited, to the following:

     A.  The incremental printing cost incurred as the result of producing for
         persons other than current unitholders of the Trust, reports,
         prospectuses, notices and similar materials that are prepared by the
         Trust for current unitholders, and of distributing the same to other
         than current unitholders of the Trust.

     B.  The cost of registering the Trust's units under state and foreign laws 
         and other costs involved in complying with such laws in the 
         distribution of the Trust's units.

     C.  Advertising.

     D.  The costs of preparing, printing and distributing any literature not 
         covered in A and used in connection with the offering of the Trust's 
         units.

     E.  Expenses incurred in connection with the promotion and sale of the 
         Trust's units including, without limitation, travel and communication
         expenses and expenses for compensation and benefits of sales personnel.

     Section 5.  This Plan shall not take effect until it has been approved by a
     ---------
vote of at least a majority of the outstanding voting securities of the Trust.

     Section 6.  This Plan shall not take effect until it has been approved, 
     ---------
together with any related agreements, by votes of the majority (or whatever 
greater percentage may, from time to time, be required by Section 12(b) of the 
Act or the rules and regulations thereunder) of both (a) the Trustees of the 
Trust and (b) the Qualified Trustees cast in person at a meeting called for the 
purpose of voting on this Plan or such agreement.

     Section 7.  This Plan shall continue in effect for a period of more than 
     ---------
one year after it takes effect only so long as such continuance is specifically 
approved at least annually in the manner provided for approval of this Plan in 
Section 5.
 
     Section 8.  Any person authorized to direct the disposition of monies paid 
     ---------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, and the Trustees shall review, at least 
quarterly, a written report of the amounts so expended and the purposes for 
which such expenditures were made.

     Section 9.  This Plan may be terminated at any time by vote of a majority 
     ---------
of the Qualified Trustees, or by vote of a majority of the Trust's outstanding 
voting securities.

     Section 10.  All agreements with any person relating to implementation of 
     ----------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide:

     A.  That such agreement may be terminated at any time, without payment of
         any penalty, by vote of a majority of the Qualified Trustees or by vote
         of a majority of the Trust's outstanding voting securities, on not more
         than 60 days' written notice to any other party to the agreement; and

     B.  That such agreement shall terminate automatically in the event of its 
         assignment.

     Section 11.  This Plan may not be amended to increase materially the amount
     ----------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of a majority of the outstanding voting securities of the Trust, and 
all material amendments to this Plan shall be approved in the manner provided 
for approval of this Plan in Section 5.

     Section 12.  As used in this Plan, (A) the term "Qualified Trustees" shall 
     ----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act and the rules
and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission. 
<PAGE>

                               DISTRIBUTION PLAN

                              SEI CASH+PLUS TRUST

                                    Class B


     WHEREAS, SEI Cash+Plus Trust (the "Trust") is engaged in business as a 
diversified, open-end investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a 
reasonable likelihood that the following Distribution Plan will benefit the 
Trust and the owners of units of beneficial interest ("Unitholders") in Class B 
of the Money Market, Prime Obligation, Government, Government II, Treasury, 
Short-Term Government, Intermediate-Term Government, and GNMA Portfolios of the 
Trust and such other portfolios as may be added to the Trust (the "Class B 
Portfolios");

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution 
plan pursuant to Rule 12b-1 under the 1940 Act.

     Section 1.  The Trust has adopted this distribution plan the ("Plan") to 
     ---------
enable the Trust to directly or indirectly bear expenses relating to the 
distribution of Class B securities of which the Trust is the issuer.

     Section 2.  The Trust may incur expenses for the items stipulated in 
     ---------
Section 3 of this Plan, provided that in no event shall the Trust incur 
reimbursable expenses for Class B that exceed an annual rate of .30% of the 
Trust's average daily net assets during any fiscal year of the Trust. All 
expenditures pursuant to this Plan shall be made only pursuant to authorization 
by the President, any Vice President or the Treasurer of the Trust. If there 
should be more than one series of Trust units, expenses incurred pursuant to 
this Plan shall be allocated among the several series of the Trust on the basis 
of their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees. In addition, the Trust will pay the Distributor a fee of
 .30% of the Class B Portfolios' average daily net assets which the Distributor 
can use to compensate Class B unitholders which provide administrative services 
to their customers. The actual fee paid to the administrators will be negotiated
based on the extent and quality of services provided.

     Section 3.  Reimbursable expenses permitted pursuant to this Plan shall 
     ----------
include, and be limited to, the following:

     (a)  the incremental printing costs incurred in producing for and
          distributing to persons other than current Unitholders of the Trust,
          the reports, prospectuses, notices and similar materials that are
          prepared by the Trust for current Unitholders;
 
     (b)  the cost of complying with state and federal laws pertaining to the 
          distribution of the Trust's units;

     (c)  advertising;

     (d)  the costs of preparing, printing and distributing any literature used
          in connection with the offering of the Trust's units and not covered
          by Section 3(a) of this Plan; and

     (e)  expenses incurred in connection with the promotion and sale of the
          Trust's units including, without limitation, travel and communication
          expenses and expenses for the compensation of and benefits for sales
          personnel.


     Section 4.  This Plan shall not take effect until it has been approved (a) 
     ---------
by a vote of at least a majority of the outstanding voting securities in Class B
of the Trust; and (b) together with any related agreements, by votes of the 
majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, 
cast in person at a Board of Trustees meeting called for the purpose of voting 
on this Plan or such agreement.

     Section 5.  This Plan shall continue in effect for a period of more than 
     ---------
one year after it takes effect only for so long as such continuance is 
specifically approved at least annually in the manner provided in Part (b) of 
Section 4 herein for the approval of this Plan.

     Section 6.  Any person authorized to direct the disposition of monies paid 
     ---------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, at least quarterly, a written report of 
the amounts so expended and the purposes for which such expenditures were made.

     Section 7.  This Plan may be terminated at any time by the vote of a 
     ---------
majority of the Qualified Trustees or by vote of a majority of the Trust's 
outstanding voting securities.

     Section 8.  All agreements with any person relating to implementation of 
     ---------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide (a) that such agreement may be terminated at any time, without payment 
of any penalty, by the vote of a majority of the Qualified Trustees or by the 
vote of Unitholders holding a majority of the Trust's outstanding voting 
securities, on not more than 60 days written notice to any other party to the 
agreement; and (b) that such agreement shall terminate automatically in the 
event of its assignment.
 
     Section 9.  This Plan may not be amended to increase materially the amount 
     ---------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of Unitholders holding a majority of the outstanding voting securities 
in Class B of the Trust, and all material amendments to this Plan shall be 
approved in the manner provided in Part (b) of Section 4 herein for the approval
of this Plan.

     Section 10.  As used in this Plan, (a) the term "Qualified Trustees" shall 
     ----------
mean those Trustees of the Trust who are not interested persons of the Trust, 
and have no direct or indirect financial interest in the operation of this Plan 
or any agreements related to it, and (b) the terms "assignment" and "interested 
person" shall have the respective meanings specified in the 1940 Act and the 
rules and regulations thereunder, subject to such exemptions as may be granted 
by the Securities and Exchange Commission.

     Section 11.  Nothing in this Plan shall operate or be construed to limit 
     ----------
the extent to which the Trust's Sponsor, Manager, Distributor, or Investment 
Administrator or any other person, other than the Trust, may incur costs out of 
their own monies and bear expenses associated with the distribution of 
securities of which the Trust is the issuer.

     Section 12.  While this Plan is in effect, the selection and nomination of 
     ----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the 
Trustees then in office who are not interested persons of the Trust.

     Section 13.  This Plan shall not obligate the Trust or any other party to 
     ----------
enter into an agreement with any particular person. 
<PAGE>

                               DISTRIBUTION PLAN
                              SEI CASH + PLUS TRUST
                                    Class C


     WHEREAS, SEI Cash + Plus Trust (the "Trust") is engaged in business as an 
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a 
reasonable likelihood that the following Distribution Plan will benefit the 
Trust and the owners of units of beneficial interest ("Shareholders") in Class C
of the Trust;

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution 
Plan pursuant to Rule 12b-1 under the 1940 Act.

     Section 1.  The Trust has adopted this Class C Distribution Plan ("Plan") 
     ----------
to enable the Trust to directly or indirectly bear expenses relating to the 
distribution of Class C securities of which the Trust is the issuer.

     Section 2.  The Trust may incur expenses for the items stipulated in 
     ----------
Section 3 of this Plan, provided that in no event shall the Trust incur 
reimbursable expenses for Class C that exceed an annual rate of .30% of the 
Trust's average daily net assets during any fiscal year of the Trust. All 
expenditures pursuant to this Plan shall be made only pursuant to authorization 
by the President, any Vice President or the Treasurer of the Trust. If there 
should be more than one series of Trust shares, expenses incurred pursuant to 
this Plan shall be allocated among the several series of the Trust on the basis 
of their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees.

In addition, the Trust will pay the Distributor a fee of up to .50% of the Class
C Portfolios' average daily net assets. Compensation of broker/dealers and 
service providers which provide specified services shall be made by the 
Distributor from such fees. The actual fee paid will be negotiated based on the 
extent and quality of services provided.

     Section 3.  Expenses permitted pursuant to this Plan shall include, and be 
     ----------
limited to, the following:

     (a)  The incremental printing costs incurred in producing for and
          distributing to persons other than current Shareholders of the Trust
          the reports, prospectuses, notices and similar materials that are
          prepared by the Trust for current Shareholders;

     (b)  advertising;

     (c)  the costs of preparing, printing and distributing any literature used
          in connection with the offering of the Trust's Shares and not covered
          by Section 3(a) of this Plan; and

     (d)  expenses incurred in connection with the promotion and sale of the
          Trust's Shares including, without limitation, travel and communication
          expenses and expenses for the compensation of and benefits for sales
          personnel.

     Section 4.  This Plan shall not take effect until it has been approved (a) 
     ----------
by a vote of at least a majority of the outstanding voting securities of the 
Trust; and (b) together with any related agreements, by votes of the majority of
both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in 
person at a Board of Trustees meeting called for the purpose of voting on this 
Plan or such agreement.

     Section 5.  This Plan shall continue in effect for a period of more than 
     ----------
one year after it takes effect only for so long as such continuance is 
specifically approved at least annually in the manner provided in Part (b) of 
Section 4 herein for the approval of this Plan.

     Section 6.  Any person authorized to direct the disposition of monies paid 
     ----------
or payable by the Trust pursuant to this Plan or any related agreement shall 
provide to the Trustees of the Trust, at least quarterly, a written report of 
the amounts so expended and the purposes for which such expenditures were made.

     Section 7.  This Plan may be terminated at any time by the vote of a 
     ----------
majority of the Qualified Trustees or by vote of a majority of the Trust's 
outstanding voting securities.

     Section 8.  All agreements with any person relating to implementation of 
     ----------
this Plan shall be in writing, and any agreement related to this Plan shall 
provide (a) that such agreement may be terminated at any time, without payment 
of any penalty, by the vote of a majority of the Qualified Trustees or by the 
vote of Shareholders holding a majority of the Trust's outstanding voting 
securities, on not more than 60 days written notice to any other party to the 
agreement; and (b) that such agreement shall terminate automatically in the 
event of its assignment.

     Section 9.  This Plan may not be amended to increase materially the amount 
     ----------
of distribution expenses permitted pursuant to Section 2 hereof without the 
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.

     Section 10.  As used in this Plan, (a) the term "Qualified Trustees" shall 
     -----------
mean those Trustees of the Trust who are not interested persons of the Trust, 
and have no direct or indirect financial interest in the operation of this Plan 
or any agreements related to it, and (b) the terms "assignment" and "interested 
person" shall have the respective meanings specified in the 1940 Act and the 
rules and regulations thereunder, subject to such exemptions as may be granted 
by the Securities and Exchange Commission.

     Section 11.  While this Plan is in effect, the selection and nomination of 
     -----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a) (19) of the 1940 Act shall be committed to the discretion of the 
Trustees then in office who are not interested persons of the Trust.

     Section 12.  This Plan shall not obligate the Trust or any other party to 
     -----------
enter into an agreement with any particular person. 
<PAGE>
 
As voted on April 12-13, 1988 -  

FURTHER
VOTED:         That the Trust's Distribution Plan be, and it hereby is, adopted
               by the Treasury II Portfolio of the Trust in accordance with Rule
               12b-1 under the Investment Company Act of 1940.

FURTHER
VOTED:         That, in accordance with the Distribution Plan, and for so long
               as such Plan is in effect, the selection and nomination of non-
               interested Trustees shall be committed to such non-interested
               Trustees as are then serving on the Board.

                                      -2-
<PAGE>
 
As voted on May 10-11, 1988 -  
 
FURTHER        That the Trust's Distribution Plan be and it hereby is adopted by
VOTED:         the High Sierra Portfolio of the Trust in accordance with Rule
               12b-1 under the Investment Company Act of 1940.

FURTHER        That in accordance with the Distribution Plan, and for so long as
VOTED:         such Plan is in effect, the selection and nomination of non-
               interested Trustees shall be committed to such non-interested
               Trustees as are then serving on the Board.

                                     -11-
<PAGE>
 
As voted on December 23, 1988 -  
 
VOTED:         That a Class B be added to all of the Trust's portfolios to
- -----
               enable payments to be made out of the Trust's 12b-1 Distribution
               Plan to Unitholders which provides specific services to the
               Trust. The addition of Class B to the Trust is contingent on the
               receipt of appropriate exemptive relief from the Securities and
               Exchange Commission and of a private letter ruling from the
               Internal Revenue Service on this issue.

          IN WITNESS WHEREOF, this Unanimous Consent of the Board of Trustees 
has been duly executed as of the day and year set forth above.

                                                   /s/ Alfred P. West, Jr.  
                                                  -----------------------------
                                                       Alfred P. West, Jr.

                                                     /s/ William M. Doran  
                                                  -----------------------------
                                                       William M. Doran

                                                  /s/ Edward W. Binshadler  
                                                  -----------------------------
                                                       Edward W. Binshadler


                                                      /s/ Richard F. Blanchard  
                                                  ------------------------------
                                                         Richard F. Blanchard

                                                     /s/ F. Wendell Gooch  
                                                  ------------------------------
                                                         F. Wendell Gooch   
<PAGE>
 
As voted on January 31-February 2, 1989 -  
 
FURTHER        That a second class (Class B) be added to Government II and 
VOTED:         Treasury Portfolios of the Trust with a distribution plan that
- ------               
               provides for (i) reimbursement of direct expenses in accordance
               with the Distribution Plan currently applicable to the existing
               Class A units, and (ii) additional payments to the Portfolio's
               Distributor which the Distributor can use to make payments to
               unitholders which provide administrative services.

                                      -5-
<PAGE>
 
As voted on May 9, 1989 -  

FURTHER        That the Trust's Distribution Plan be, and it hereby is, adopted 
VOTED:         by the High Sierra U.S. Government Bond Portfolio of the Trust in
               accordance with Rule 12b-1 under the Investment Company Act of 
               1940.

FURTHER        That in accordance with the Distribution Plan, and for so long as
VOTED:         such Plan is in effect, the selection and nomination of non-
               interested Trustees shall be committed to such non-interested
               Trustees as are then serving on the Board.


                                     -14-
<PAGE>
 
As voted on March 7, 1990 -  
 
FURTHER        That the form of Distribution Plan for Class B units presented to
VOTED:         this meeting be, and it heareby is, approved in accordance with
               Rule 12b-1 under the Investment Company Act of 1940; provided,
               however, that such approval shall not be effective unless said
               Plan shall have been approved by a majority of the outstanding
               units of beneficial interest of Class B of the Trust following
               the initial issuance of the units of the Trust.

                                      -6-
<PAGE>
 
as voted on March 6, 1991 -  
 
FURTHER
VOTED:    That SEI Financial Services Company be, and it hereby is, appointed to
          serve as Distributor of shares of beneficial interest of the Treasury
          Portfolio of the Trust under the terms and conditions set forth in the
          Distribution Agreement.

FURTHER
VOTED:    That the offering of Class A and Class B shares of the Treasury
          Portfolio and the form of Distribution Plans for Class A and Class B
          are in the best interests and reasonably likely to benefit the Trust
          and the unitholders of the Treasury Portfolio.

FURTHER
VOTED:    That the form of Distribution Plans for Class A and Class B be, and it
          hereby is, adopted by the Treasury Portfolio of the Trust in
          accordance with Rule 12b-1 under the Investment Company Act of 1940.

FURTHER
VOTED:    That, in accordance with the Distribution Plan, and for so long as
          such Plan is in effect, the selection and nomination of non-interested
          Trustees shall be committed to such non-interested Trustees as are
          then serving on the Board.

                                      -4-
<PAGE>
 
As voted on May 6, 1991 - 
 
VOTED:         That the services fee paid pursuant to the Distribution Plan for
               Class B shares of the Treasury Portfolio be, and it hereby is,
               increased to .35% from .30%; provided, however, that such
               approval shall not be effective unless said Plan shall have been
               approved by a majority of the outstanding units of beneficial
               interest of Class B of the Treasury Portfolio of the Trust
               following the initial issuance of Class B shares of the Treasury
               Portfolio of the Trust.


                                    -18-  
<PAGE>
 
As voted on August 7-8, 1991 -  
 
          Mr. Nesher then asked for consideration of the proposal to add a 
Class C to five money market portfolios of the SEI Cash Plus Trust, noting that 
the Trustees had received notice of this addition to the agenda. There ensued a 
lengthy discussion about the structure of the Class C and the marketing thereof,
after which, upon motion duly made and seconded, it was unanimously

VOTED:    That as of August 8, 1991 a new class, hereafter to be known as Class
          C, be added to each of the Money Market, Prime Obligation, Government,
          Government II, Treasury and Treasury II Portfolios (the "Portfolios")
          of SEI Cash+Plus Trust (the "Trust") with a distribution plan that
          provides for reimbursement of direct expenses and that payments be
          made to unitholders that provide administrative services to their
          customers.

FURTHER   That the Distribution Plan for Class C presented to this meeting be,
VOTED:    and it hereby is, approved for the Portfolios in accordance with Rule
          12b-1 under the Investment Company Act of 1940 (the "1940 Act");
          provided, however, that such approval shall not be effective unless
          said Plan shall have been approved by a majority of the outstanding
          units of beneficial interest of Class C of each Portfolio following
          the initial issuance of units of Class C .

FURTHER   That in accordance with the Distribution Plan for Class C, and for so
VOTED:    long as such Plan is in effect, the selection and nomination of non-
          interested Trustees shall be committed to such non-interested Trustees
          as are then serving on the Board.

                                     -23-
<PAGE>
 
As voted on August 4-5, 1992 -  
 
FURTHER
VOTED:         That the form of Distribution Plan for Class B be, and it hereby
               is, adopted by the Adjustable Rate Mortgage and Short-Duration
               Mortgage Portfolios of the Trust in accordance with Rule 12b-1
               under the Investment Company Act of 1940.

FURTHER
VOTED:         That, in accordance with the Distribution Plan, and for so long
               as such Plan is in effect, the selection and nomination of non-
               interested Trustees shall be committed to such non-interested
               Trustees as are then serving on the Board.
<PAGE>
 
As voted on June 1, 1993 -  
 
FURTHER
VOTED:         That the form of the Distribution Plan for Class B be, and it
               hereby is, adopted by the Corporate Enhanced Daily Income
               Portfolio and the Government Enhanced Daily Income Portfolio of
               the Trust in accordance with Rule 12b-1 under the Investment
               Company Act of 1940.

FURTHER
VOTED:         That, in accordance with the Distribution Plan and for so long as
               such Plan is in effect, the selection and nomination of non-
               interested Trustees shall be committed to such non-interested
               Trustees as are then serving on the Board.
<PAGE>
 
As voted on August 31, 1993 -   

VOTED:         That the modified form of each Distribution Plan for the
               ProVantage Funds be, and each hereby is, adopted by each Trust in
               accordance with Rule 12b-1 under the Investment Company Act of
               1940.
<PAGE>
 
As voted on December 9-10, 1993 -  
 
VOTED:         That the distribution plan for the ProVantage Funds class of SEI
               Cash+Plus Trust is hereby amended to add the following Portfolio
               to the Plan:

               Short-Term Government Portfolio                     .25%
<PAGE>
 
As voted on April 12, 1995 -  
 
VOTED:         That the units of beneficial interest of each of the
               International Fixed Income, European Equity, Pacific Basin Equity
               and Emerging Markets Equity Portfolios of SEI International Trust
               and the Corporate Daily Income Portfolio of SEI Daily Income
               Trust (collectively, the "Portfolios") be, and they hereby are,
               further divided into an indefinite number of units entitled Class
               D;

VOTED:         That the Distribution Plans for the Class D shares of SEI
               International Trust and SEI Daily Income Trust (the "Trusts")
               previously submitted to the Board of Trustees be, and they hereby
               are, adopted by each of the Portfolios in accordance with Rule
               12b-1 under the Investment Company Act of 1940;
<PAGE>
 
SEI DAILY INCOME TRUST
MAY 31, 1995
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO
PRIME OBLIGATION PORTFOLIO
GOVERNMENT PORTFOLIO
GOVERNMENT II PORTFOLIO
TREASURY PORTFOLIO
TREASURY II PORTFOLIO
FEDERAL SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
 
A Statement of Additional Information dated May 31, 1995 has been filed with
the Securities and Exchange Commission and is available without charge through
the Distributor, SEI Financial Services Company, 680 East Swedesford Road,
Wayne, PA 19087 or by calling 1-800-342-5734. The Statement of Additional
Information is incorporated into this Prospectus by reference.
 
SEI Daily Income Trust (the "Trust") is a mutual fund that offers financial
institutions a convenient means of investing their own funds or funds for which
they act in a fiduciary, agency or custodial capacity in professionally managed
diversified portfolios of securities. Some portfolios offer separate classes of
units of beneficial interest ("shares") that differ from each other primarily
in the allocation of certain distribution expenses. This Prospectus offers
shares of the seven money market fund portfolios (the "Portfolios," and each of
these, a "Portfolio") listed above. Except in the case of the Federal
Securities Portfolio, which offers only one class of shares, each of the
Portfolios offers Class A, Class B and Class C shares.
 
AN INVESTMENT IN A PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT ANY PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 TRUST'S 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)       CLASS A*
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                            MONEY     PRIME                                                    FEDERAL
                           MARKET   OBLIGATION GOVERNMENT GOVERNMENT II TREASURY  TREASURY II SECURITIES
                          PORTFOLIO PORTFOLIO  PORTFOLIO    PORTFOLIO   PORTFOLIO  PORTFOLIO  PORTFOLIO
                          --------- ---------- ---------- ------------- --------- ----------- ----------
<S>                       <C>       <C>        <C>        <C>           <C>       <C>         <C>
Management/Advisory Fees
(after fee waiver) (1)       .12%      .12%       .12%         .12%        .12%       .17%       .58%
12b-1 Fees (after fee
waiver) (2)                  .05%      .05%       .04%         .06%        .05%       .06%       .00%
Other Expenses               .03%      .03%       .04%         .02%        .03%       .02%       .02%
- --------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (3)       .20%      .20%       .20%         .20%        .20%       .25%       .60%
- --------------------------------------------------------------------------------------------------------
</TABLE>
* The Federal Securities Portfolio offers only Class A shares.
(1) For the Money Market, Government and Federal Securities Portfolios 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 would be .37%
    for the Money Market Portfolio, .27% for the Government Portfolio and .58%
    for the Federal Securities Portfolio. For the Prime Obligation, Government
    II, Treasury and Treasury II Portfolios, the Manager has contractually
    agreed to waive its fee, and, if necessary, pay other operating expenses of
    the Portfolios in an amount that operates to limit the total operating
    expenses of the Class A shares. Absent these contractual provisions,
    management/advisory fees would be .22% for the Prime Obligation Portfolio,
    .22% for the Government II Portfolio, .27% for the Treasury Portfolio and
    .27% for the Treasury II Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class A shares
    of the Portfolios are 30%.
(3) Absent the voluntary fee waivers described above, total operating expenses
    for the Class A shares of the Portfolios would be .45% for the Money Market
    Portfolio, .30% for the Prime Obligation Portfolio, .35% for the Government
    Portfolio, .30% for the Government II Portfolio, .35% for the Treasury
    Portfolio, .35% for the Treasury II Portfolio and .60% for the Federal
    Securities Portfolio.
 
EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
                                                    1 YR. 3 YRS. 5 YRS. 10 YRS.
                                                    ----- ------ ------ -------
<S>                                                 <C>   <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return
and (2) redemption at the end of each time period:
 Money Market Portfolio                             $2.00 $ 6.00 $11.00 $26.00
 Prime Obligation Portfolio                         $2.00 $ 6.00 $11.00 $26.00
 Government Portfolio                               $2.00 $ 6.00 $11.00 $26.00
 Government II Portfolio                            $2.00 $ 6.00 $11.00 $26.00
 Treasury Portfolio                                 $2.00 $ 6.00 $11.00 $26.00
 Treasury II Portfolio                              $3.00 $ 8.00 $14.00 $32.00
 Federal Securities Portfolio                       $6.00 $19.00 $33.00 $75.00
- -------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class A shares.
Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by Rules of Fair Practice (the "Rules") of the
National Association of Securities Dealers, Inc. ("NASD").
 
                                                                    2
<PAGE>
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)        CLASS B
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                            MONEY     PRIME
                           MARKET   OBLIGATION GOVERNMENT GOVERNMENT II TREASURY  TREASURY II
                          PORTFOLIO PORTFOLIO  PORTFOLIO    PORTFOLIO   PORTFOLIO  PORTFOLIO
                          --------- ---------- ---------- ------------- --------- -----------
<S>                       <C>       <C>        <C>        <C>           <C>       <C>
Management/Advisory Fees
(after fee waiver) (1)       .12%      .12%       .12%         .12%        .12%       .17%
12b-1 Fees (2)               .35%      .35%       .34%         .36%        .35%       .36%
Other Expenses               .03%      .03%       .04%         .02%        .03%       .02%
- ---------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (3)       .50%      .50%       .50%         .50%        .50%       .55%
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) For the Money Market and Government Portfolios 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
    waivers, management/advisory fees would be .37% for the Money Market
    Portfolio and .27% for the Government Portfolio. For the Prime Obligation,
    Government II, Treasury and Treasury II Portfolios, the Manager has
    contractually agreed to waive its fee, and, if necessary, pay other
    operating expenses of the Portfolios in an amount that operates to limit the
    total operating expenses of the Class B shares. Absent these contractual
    provisions, management/advisory fees would be .22% for the Prime Obligation
    Portfolio, .22% for the Government II Portfolio, .27% for the Treasury
    Portfolio and .27% for the Treasury II Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class B shares
    of the Portfolios are .60%.
(3) Absent the voluntary fee waivers described above, total operating expenses
    for the Class B shares of the Portfolios would be .75% for the Money Market
    Portfolio, .60% for the Prime Obligation Portfolio, .65% for the Government
    Portfolio, .60% for the Government II Portfolio, .65% for the Treasury
    Portfolio and .65% for the Treasury II Portfolio.
 
EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
                                                    1 YR. 3 YRS. 5 YRS. 10 YRS.
                                                    ----- ------ ------ -------
<S>                                                 <C>   <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return
and (2) redemption at the end of each time period:
 Money Market Portfolio                             $5.00 $16.00 $28.00 $63.00
 Prime Obligation Portfolio                         $5.00 $16.00 $28.00 $63.00
 Government Portfolio                               $5.00 $16.00 $28.00 $63.00
 Government II Portfolio                            $5.00 $16.00 $28.00 $63.00
 Treasury Portfolio                                 $5.00 $16.00 $28.00 $63.00
 Treasury II Portfolio                              $6.00 $18.00 $31.00 $69.00
- -------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class B shares.
Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by the NASD Rules.
 
                                                                    3
<PAGE>
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)        CLASS C
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                            MONEY     PRIME
                           MARKET   OBLIGATION GOVERNMENT GOVERNMENT II TREASURY  TREASURY II
                          PORTFOLIO PORTFOLIO  PORTFOLIO    PORTFOLIO   PORTFOLIO  PORTFOLIO
                          --------- ---------- ---------- ------------- --------- -----------
<S>                       <C>       <C>        <C>        <C>           <C>       <C>
Management/Advisory Fees
(after fee waiver) (1)       .12%      .12%       .12%         .12%        .12%       .17%
12b-1 Fees (2)               .55%      .55%       .54%         .55%        .55%       .56%
Other Expenses               .03%      .03%       .04%         .03%        .03%       .02%
- ---------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (3)       .70%      .70%       .70%         .70%        .70%       .75%
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) For the Money Market and Government Portfolios 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 would be .37% for the Money Market
    Portfolio and .27% for the Government Portfolio. For the Prime Obligation,
    Government II, Treasury and Treasury II Portfolios, the manager has
    contractually agreed to waive its fee, and, if necessary, pay other
    operating expenses of the Portfolios in an amount that operates to limit
    the total operating expenses of the Class C shares. Absent these
    contractual provisions, management/advisory fees would be .22% for the
    Prime Obligation Portfolio, .22% for the Government II Portfolio, .27% for
    the Treasury Portfolio and .27% for the Treasury II Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class C shares
    of the Portfolios are .80%.
(3) Absent the voluntary fee waivers described above, total operating expenses
    for the Class C shares of the Portfolios would be .95% for the Money Market
    Portfolio, .80% for the Prime Obligation Portfolio, .85% for the Government
    Portfolio, .80% for the Government II Portfolio, .85% for the Treasury
    Portfolio and .85% for the Treasury II Portfolio.
 
EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
                                                    1 YR. 3 YRS. 5 YRS. 10 YRS.
                                                    ----- ------ ------ -------
<S>                                                 <C>   <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return
and (2) redemption at the end of each time period:
 Money Market Portfolio                             $7.00 $22.00 $39.00 $87.00
 Prime Obligation Portfolio                         $7.00 $22.00 $39.00 $87.00
 Government Portfolio                               $7.00 $22.00 $39.00 $87.00
 Government II Portfolio                            $7.00 $22.00 $39.00 $87.00
 Treasury Portfolio                                 $7.00 $22.00 $39.00 $87.00
 Treasury II Portfolio                              $8.00 $24.00 $42.00 $93.00
- -------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class C shares.
Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by the NASD Rules.
 
                                                                    4
<PAGE>
 
THE TRUST ______________________________________________________________________
 
SEI DAILY INCOME TRUST (the "Trust") is a diversified open-end management
investment company that offers units of beneficial interest ("shares") in
separate investment portfolios. This Prospectus offers Class A, Class B and
Class C shares of the Trust's Money Market, Prime Obligation, Government,
Government II, Treasury, Treasury II and Federal Securities Portfolios (the
"Portfolios," and each of these, a "Portfolio"). Each Portfolio may have
separate classes of shares which provide for variations in distribution and
transfer agent costs, voting rights and dividends. Additional information
pertaining to the Trust may be obtained from SEI Financial Services Company,
680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-5734.
 
INVESTMENT 
OBJECTIVES AND 
POLICIES _______________________________________________________________________
 
THE MONEY         The Money Market Portfolio seeks to preserve principal     
MARKET            value and maintain a high degree of liquidity while         
PORTFOLIO         providing current income. Under normal conditions the       
                  Portfolio invests in obligations denominated in U.S.        
                  dollars consisting of: (i) commercial paper rated at least  
                  A-1 or A-2 by Standard & Poor's Corporation ("S&P") or      
                  Prime-1 or Prime-2 by Moody's Investors Service, Inc.       
                  ("Moody's") at the time of investment or, if not rated,     
                  determined by the Adviser to be of comparable quality;      
                  (ii) obligations (including certificates of deposit, time   
                  deposits, bankers' acceptances and bank notes) of U.S.      
                  savings and loan and thrift institutions, U.S. commercial   
                  banks (including foreign branches of such banks), and U.S.  
                  and London branches of foreign banks, provided that such    
                  institutions (or, in the case of a branch, the parent       
                  institution) have total assets of $1 billion or more as     
                  shown on their last published financial statements at the   
                  time of investment; (iii) short-term corporate obligations  
                  with a remaining term of not more than one year of issuers  
                  with commercial paper of comparable priority and security   
                  meeting the above ratings; (iv) investments permitted for   
                  the Government II Portfolio (see below); and (v)            
                  repurchase agreements involving any of the foregoing        
                  obligations.                                                 
                                                                               
                     Except for temporary defensive purposes, the Money        
                  Market Portfolio will concentrate its investments in         
                  obligations issued by the banking industry, consisting of    
                  U.S. dollar denominated obligations of domestic banks and    
                  U.S. branches of foreign banks. Concentration in this        
                  context means the investment of more than twenty-five        
                  percent of the Portfolios assets in such industry.            
 
THE PRIME         The Prime Obligation Portfolio seeks to preserve principal    
OBLIGATION        value and maintain a high degree of liquidity while           
PORTFOLIO         providing current income. Under normal conditions the         
                  Portfolio invests exclusively in obligations of U.S.          
                  issuers (excluding foreign branches of U.S. banks or U.S.     
                  branches of foreign banks) consisting of: (i) commercial      
                  paper rated at least A-1 by S&P or Prime-1 by Moody's at      
                  the time of investment, or, if not rated, determined by       
                  the Adviser to be of comparable quality; (ii) obligations     
                  (including certificates of deposit, time deposits,            
                  bankers' acceptances and bank notes) of U.S. commercial       
                  banks or savings and 
 
                                                                     18
<PAGE>
 
THE ADVISER ____________________________________________________________________
 
                    Wellington Management Company ("WMC" or the "Adviser") has
                    acted as the investment adviser for the Portfolios under
                    an advisory agreement (the "Advisory Agreement") with the
                    Trust. WMC is a professional investment counseling firm
                    which provides investment services to investment
                    companies, employee benefit plans, endowments,
                    foundations, and other institutions and individuals. Under
                    the Advisory Agreement, the Adviser is responsible for the
                    investment decisions for the Portfolios and continuously
                    reviews, supervises and administers each Portfolio's
                    investment program. The Adviser is independent of the
                    Manager and SEI and discharges its responsibilities
                    subject to the supervision of, and policies set by, the
                    Trustees of the Trust.
                       
                       The Adviser's predecessor organizations have provided
                    investment advisory services to investment companies since
                    1933 and to investment counseling clients since 1960. As
                    of March 31, 1995, the Adviser had discretionary
                    management authority with respect to approximately $88.5
                    billion of assets, including the assets of the Trust, SEI
                    Liquid Asset Trust and the Insurance Investment Products
                    Trust, each an open-end investment company. Wellington
                    Trust Company, National Association, a wholly-owned
                    subsidiary of the Adviser, utilizes SEI's trust accounting
                    services. The principal address of Wellington Management
                    Company is 75 State Street, Boston, MA 02109. WMC is a
                    Massachusetts general partnership, of which the following
                    persons are managing partners: Robert W. Doran, Duncan M.
                    McFarland and John B. Neff.     
                       The Adviser is entitled to a fee, which is calculated
                    daily and paid monthly, at an annual rate of .075% of the
                    combined average daily net assets of the Portfolios of the
                    Trust up to $500 million and .02% of such combined average
                    daily net assets in excess of $500 million. Such fees are
                    allocated daily among the Portfolios on the basis of their
                    relative net assets. For the fiscal year ended January 31,
                    1995, the Portfolios paid the Adviser advisory fees (shown
                    here as a percentage of average daily net assets after
                    voluntary fee waivers) as follows: Money Market
                    Portfolio--.02%; Prime Obligation Portfolio--.01%;
                    Government Portfolio--.01%; Government II Portfolio--.01%;
                    Treasury Portfolio--.01%; Treasury II Portfolio--.01%; and
                    Federal Securities Portfolio--.03%.
 
DISTRIBUTION ___________________________________________________________________
 
                    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"). Each Class of each Portfolio
                    has a separate distribution plan ("Class A Plan," "Class B
                    Plan" and "Class C Plan"; collectively, the "Plans")
                    pursuant to Rule 12b-1 under the 1940 Act. The Trust may
                    also execute brokerage or other agency transactions
                    through the Distributor for which the Distributor may
                    receive usual and customary compensation. The Trust
                    intends to operate the Plans in accordance with their
 
                                                                     22
<PAGE>
 
                    terms and with the Rules of Fair Practice (the "Rules") of
                    the National Association of Securities Dealers, Inc.
                    ("NASD") concerning sales charges.
                       
                       The Distribution Agreement and Plan for each class
                    provide for reimbursement of expenses incurred by the
                    Distributor in an amount not to exceed .30% of a
                    Portfolio's average daily net assets on an annualized
                    basis, provided those expenses are permissible as to both
                    type and amount under a budget, and the Class B and Class
                    C Plans provide for additional payments for distribution
                    and shareholder services, as described below. The budget
                    must be approved and monitored quarterly by the Trustees,
                    including those Trustees who are not interested persons
                    and have no financial interest in the Plan or any related
                    agreement ("Qualified Trustees"). Pursuant to state law,
                    the Trust has voluntarily agreed to limit the Distribution
                    related expenses of Class A shares of each Portfolio to
                    .25%.     
                       Distribution related expenses reimbursable to the
                    Distributor under the budget include those related to the
                    costs of advertising and sales materials, the costs of
                    federal and state securities laws registration and
                    promotional and sales expenses including expenses for
                    travel, communication and compensation and benefits for
                    sales personnel. The Trust is not obligated to reimburse
                    the Distributor for any expenditures in excess of the
                    approved budget. Currently, the budget for each Portfolio
                    (shown here as a percentage of average daily net assets)
                    is as follows: Money Market--.04%; Prime Obligation--.04%;
                    Government--.04%; Government II--.05%; Treasury--.04%;
                    Treasury II--.04%; and Federal Securities--.00% (and the
                    Manager will reimburse operating expenses of this
                    Portfolio in the amount of .10%). Distribution expenses
                    not attributable to a specific portfolio of the Trust are
                    allocated among each of the portfolios of the Trust based
                    on average net assets.
                       The Class B and Class C Plans, in addition to providing
                    for the reimbursement payments described above, provide
                    for payments to the Distributor at an annual rate of .30%
                    and .50%, respectively, of each Portfolio's average daily
                    net assets attributable to Class B and Class C shares.
                    These additional payments characterized as "compensation"
                    and are not directly tied to expenses incurred by the
                    Distributor; the payments the Distributor receives during
                    any year may therefore be higher or lower than its actual
                    expenses. These additional payments may be used to
                    compensate Class B and Class C shareholders that provide
                    distribution related services to their customers.
                       It is possible that an institution may offer different
                    classes of shares to its customers and thus receive
                    compensation with respect to different classes. These
                    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 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
 
                                                                     23
<PAGE>
 
                    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.
 
PURCHASE AND 
REDEMPTION OF 
SHARES _________________________________________________________________________
 
                    Financial institutions may acquire shares of the
                    Portfolios for their own accounts or as a record owner on
                    behalf of fiduciary, agency or custody accounts by placing
                    orders with the Transfer Agent. Institutions that use
                    certain SEI proprietary systems may place orders
                    electronically through those systems. State securities
                    laws may require banks and financial institutions
                    purchasing shares for their customers to register as
                    dealers pursuant to state laws. 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 the same day. Financial institutions that
                    purchase shares for the accounts of their customers may
                    impose separate charges on these customers for account
                    services. Shares of each Portfolio are offered only to
                    residents of states in which the shares are eligible for
                    purchase.
                       Shares of each Portfolio may be purchased or redeemed
                    on days on which the New York Stock Exchange is open for
                    business ("Business Days"). However, money market fund
                    shares can not be purchased by Federal Reserve wire on
                    Federal holidays restricting wire transfers.
                       Shareholders who desire to purchase shares with cash
                    must place their orders with the Transfer Agent prior to
                    the determination of net asset value 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. 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 or shareholders to
                    accept such purchase order.
                       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, which is
                    expected to remain constant at $1.00. The net asset value
                    per share of a Portfolio is determined by dividing the
                    total value of its investments and other assets, less any
                    liabilities, by the total outstanding shares of the
                    Portfolio. A Portfolio's investments will be valued by the
                    amortized cost method described in the Statement of
                    Additional Information. Net asset value per share is
                    determined daily as of 2:00 p.m. Eastern time on each
                    Business Day, except that the net asset value per share of
                    the Money Market and Treasury Portfolios is determined as
                    of 4:30 p.m. Eastern time on each Business Day and the net
                    asset value per share of the Government Portfolio is
                    determined as of 3:00 p.m. Eastern time on each Business
                    Day. Financial institutions which purchase and redeem
                    shares for the accounts of their
 
                                                                    24
<PAGE>
 
                    additional shares) and will not qualify for the corporate
                    dividends-received deduction. Distributions of net capital
                    gains are taxable to shareholders as long-term capital
                    gains. The Portfolios provide annual reports to
                    shareholders of the federal income tax status of all
                    distributions.
                       Dividends declared by a Portfolio in October, November
                    or December of any year and payable to shareholders of
                    record on a date in such a month, will be deemed to have
                    been paid by the Portfolio and received by the
                    shareholders on December 31 of the year declared if paid
                    by the Portfolio at any time during the following January.
                       Income received on direct U.S. Government obligations
                    is exempt from tax at the state level when received
                    directly and may be exempt, depending on the state, when
                    received by a shareholder from a Portfolio provided
                    certain conditions are satisfied. Interest received on
                    repurchase agreements collateralized by U.S. Government
                    obligations normally is not exempt from state taxation.
                    Each Portfolio will inform shareholders annually of the
                    percentage of income and distributions derived from direct
                    U.S. Government obligations. Shareholders should consult
                    their tax advisers to determine whether any portion of the
                    income dividends received from a Portfolio is considered
                    tax exempt in their particular states.
                       With respect to investments in STRIPS, which are sold
                    at original issue discount and thus do not make periodic
                    cash interest payments, each Portfolio will be required to
                    include as part of its current income the accreted
                    interest on any such obligations even though the Portfolio
                    has not received any interest payments on such obligations
                    during that period. Because the Portfolio distributes all
                    of its net investment income to its shareholders, the
                    Portfolio may have to sell portfolio securities to
                    distribute such imputed income, which may occur at a time
                    when the Adviser would not have chosen to sell such
                    securities, and which may result in a taxable gain or
                    loss.
                       Sale, exchange, or redemption of Portfolio shares is a
                    taxable transaction to the shareholder.
 
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 Portfolios, the Trust
                    consists of the following portfolios: Short-Term
                    Government Portfolio, Intermediate-Term Government
                    Portfolio, GNMA Portfolio, Short-Term Mortgage Portfolio
                    (formerly Adjustable Rate Mortgage Portfolio) Short
                    Duration Mortgage Portfolio, Corporate Daily Income
                    Portfolio and Government Securities Daily Income
                    Portfolio. 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
 
                                                                     27
<PAGE>
 
SEI DAILY INCOME TRUST
MAY 31, 1995
- --------------------------------------------------------------------------------
CORPORATE DAILY INCOME PORTFOLIO
GOVERNMENT SECURITIES DAILY INCOME PORTFOLIO
SHORT-TERM MORTGAGE PORTFOLIO
SHORT DURATION MORTGAGE PORTFOLIO
SHORT-TERM GOVERNMENT PORTFOLIO
INTERMEDIATE-TERM GOVERNMENT PORTFOLIO
GNMA PORTFOLIO
- --------------------------------------------------------------------------------
 
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
 
A Statement of Additional Information dated May 31, 1995 has been filed with
the Securities and Exchange Commission and is available without charge through
the Distributor, SEI Financial Services Company, 680 East Swedesford Road,
Wayne, PA 19087 or by calling 1-800-342-5734. The Statement of Additional
Information is incorporated into this Prospectus by reference.
 
SEI Daily Income Trust (the "Trust") is a mutual fund that offers financial
institutions a convenient means of investing their own funds or funds for which
they act in a fiduciary, agency or custodial capacity in professionally managed
diversified portfolios of securities. Some portfolios offer separate classes of
units of beneficial interest ("shares") that differ from each other primarily
in the allocation of certain distribution expenses and minimum investment
amounts. This Prospectus offers Class A, Class B and Class C shares of the
seven fixed income portfolios (the "Portfolios," and each of these, a
"Portfolio") listed above.
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 TRUST'S 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)        CLASS A
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    GOVERNMENT
                          CORPORATE SECURITIES              SHORT              INTERMEDIATE-
                            DAILY     DAILY    SHORT-TERM DURATION  SHORT-TERM     TERM
                           INCOME     INCOME    MORTGAGE  MORTGAGE  GOVERNMENT  GOVERNMENT     GNMA
                          PORTFOLIO PORTFOLIO  PORTFOLIO  PORTFOLIO PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------- ---------- ---------- --------- ---------- ------------- ---------
<S>                       <C>       <C>        <C>        <C>       <C>        <C>           <C>
Management/Advisory Fees
(after fee waiver) (1)       .24%      .25%       .26%       .10%      .37%         .37%        .40%
12b-1 Fees (2)               .06%      .06%       .04%       .08%      .05%         .05%        .05%
Other Expenses               .05%      .04%       .15%       .27%      .03%         .03%        .04%
- ------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (3)
(4) (5)                      .35%      .35%       .45%       .45%      .45%         .45%        .49%
- ------------------------------------------------------------------------------------------------------
</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 would be .45%
    for the Corporate Daily Income, Government Securities Daily Income, Short-
    Term Mortgage, Short Duration Mortgage .44% for the Short-Term Government
    and the Intermediate-Term Government Portfolios and .41 for the GNMA
    Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class A shares
    for each Portfolio are .30%.
(3) Total operating expenses for the Government Securities Portfolio and the
    Short Duration Mortgage Portfolio, are based on estimated amounts for the
    current fiscal year.
(4) Total operating expenses for the GNMA Portfolio have been restated to
    reflect a reduction in the fee waivers.
(5) Absent the voluntary fee waiver and reimbursement described above, total
    operating expenses for Class A shares of the Portfolios would be .56% for
    the Corporate Daily Income Portfolio, .55% for the Government Securities
    Daily Income Portfolio, .64% for the Short-Term Mortgage Portfolio, .80%
    for the Short Duration Mortgage Portfolio, .52% for the Short-Term
    Government Portfolio, .52% for the Intermediate-Term Government Portfolio
    and .50 for the GNMA Portfolio.
 
EXAMPLE
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
                                                     1 YR. 3 YRS. 5 YRS. 10 YRS.
                                                     ----- ------ ------ -------
<S>                                                  <C>   <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment of each portfolio assuming (1) 5%
annual return and (2) redemption at the end of each
time period:
 Corporate Daily Income Portfolio                    $4.00 $11.00 $20.00 $44.00
 Government Securities Daily Income Portfolio        $4.00 $11.00 $20.00 $44.00
 Short-Term Mortgage Portfolio                       $5.00 $14.00 $25.00 $57.00
 Short Duration Mortgage Portfolio                   $5.00 $14.00 $25.00 $57.00
 Short-Term Government Portfolio                     $5.00 $14.00 $25.00 $57.00
 Intermediate-Term Government Portfolio              $5.00 $14.00 $25.00 $57.00
 GNMA Portfolio                                      $5.00 $16.00 $27.00 $62.00
- --------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class A shares.
The Corporate Daily income, Short-Term Government, Intermediate-Term Government
and GNMA Portfolios also offer Class D shares, which are subject to the same
expenses except that Class D shares bear sales loads and different distribution
costs. Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by the Rules of Fair Practice (the "Rules") of the
National Association of Securities Dealers, Inc. ("NASD").     
 
                                                                     2
<PAGE>
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)        CLASS B
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    GOVERNMENT
                          CORPORATE SECURITIES              SHORT              INTERMEDIATE-
                            DAILY     DAILY    SHORT-TERM DURATION  SHORT-TERM     TERM
                           INCOME     INCOME    MORTGAGE  MORTGAGE  GOVERNMENT  GOVERNMENT     GNMA
                          PORTFOLIO PORTFOLIO  PORTFOLIO  PORTFOLIO PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------- ---------- ---------- --------- ---------- ------------- ---------
<S>                       <C>       <C>        <C>        <C>       <C>        <C>           <C>
Management/Advisory Fees
(after fee waiver) (1)       .24%      .25%       .26%       .10%      .37%         .37%        .40%
12b-1 Fees (2)               .36%      .36%       .34%       .38%      .35%         .35%        .35%
Other Expenses               .05%      .04%       .15%       .27%      .03%         .03%        .04%
- ------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver ) (3)
(4) (5)                      .65%      .65%       .75%       .75%      .75%         .75%        .79%
- ------------------------------------------------------------------------------------------------------
</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 would be .45%
    for the Corporate Daily Income, Government Securities Daily Income, Short-
    Term Mortgage, Short Duration Mortgage, .44% for the Short-Term Government
    and the Intermediate-Term Government Portfolios; and .41% for the GNMA
    Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class B shares
    for each Portfolio are .60%.
(3) Total operating expenses for the Government Securities Portfolio and the
    Short Duration Mortgage Portfolio are based on estimated amounts for the
    current fiscal year.
(4) Total operating expenses for the GNMA Portfolio have been restated to
    reflect a reduction in the fee waivers.
(5) Absent the voluntary fee waiver and reimbursement described above, total
    operating expenses for Class B shares of the Portfolios would be .86% for
    the Corporate Daily Income Portfolio, .85% for the Government Securities
    Daily Income Portfolio, .94% for the Short-Term Mortgage Portfolio, 1.10%
    for the Short Duration Mortgage Portfolio, .82% for the Short-Term
    Government Portfolio and .82% for the Intermediate-Term Government
    Portfolio and .80% for the GNMA Portfolio.
 
EXAMPLE
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
                                                     1 YR. 3 YRS. 5 YRS. 10 YRS.
                                                     ----- ------ ------ -------
<S>                                                  <C>   <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment of each portfolio assuming (1) 5%
annual return and (2) redemption at the end of each
time period:
 Corporate Daily Income Portfolio                    $7.00 $21.00 $36.00 $81.00
 Government Securities Daily Income Portfolio        $7.00 $21.00 $36.00 $81.00
 Short-Term Mortgage Portfolio                       $8.00 $24.00 $42.00 $93.00
 Short Duration Mortgage Portfolio                   $8.00 $24.00 $42.00 $93.00
 Short-Term Government Portfolio                     $8.00 $24.00 $42.00 $93.00
 Intermediate-Term Government Portfolio              $8.00 $24.00 $42.00 $93.00
 GNMA Portfolio                                      $8.00 $25.00 $44.00 $98.00
- --------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class B shares.
The Corporate Daily Income, Short-Term Government, Intermediate-Term Government
and GNMA Portfolios also offer Class D shares, which are subject to the same
expenses except that Class D shares bear sales loads and different distribution
costs. Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by the NASD Rules.     
 
                                                                    3
<PAGE>
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)        CLASS C
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    GOVERNMENT
                          CORPORATE SECURITIES              SHORT              INTERMEDIATE-
                            DAILY     DAILY    SHORT-TERM DURATION  SHORT-TERM     TERM
                           INCOME     INCOME    MORTGAGE  MORTGAGE  GOVERNMENT  GOVERNMENT     GNMA
                          PORTFOLIO PORTFOLIO  PORTFOLIO  PORTFOLIO PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------- ---------- ---------- --------- ---------- ------------- ---------
<S>                       <C>       <C>        <C>        <C>       <C>        <C>           <C>
Management/Advisory Fees
(after fee waiver) (1)       .24%      .25%       .26%       .10%      .37%         .37%        .40%
12b-1 Fees (2)               .56%      .56%       .54%       .58%      .55%         .55%        .55%
Other Expenses               .05%      .04%       .15%       .27%      .03%         .03%        .04%
- ------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after the waiver)
(3)(4)(5)                    .85%      .85%       .95%       .95%      .95%         .95%        .99%
- ------------------------------------------------------------------------------------------------------
</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 would be .45%
    for the Corporate Daily Income, Government Securities Daily Income, Short-
    Term Mortgage and Short Duration Mortgage Portfolios, .44% for the Short-
    Term Government and the Intermediate-Term Government Portfolios and .41%
    for the GNMA Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
    reimbursement of expenses. The maximum 12b-1 fees payable by Class C shares
    for each Portfolio are .80%.
(3) Total operating expenses for the Government Securities Daily Income
    Portfolio and the Short Duration Mortgage Portfolio are based on estimated
    amounts for the current fiscal year.
(4) Total operating expenses for the GNMA Portfolio have been restated to
    reflect a reduction in the fee waivers.
(5) Absent the voluntary fee waiver and reimbursement described above, total
    operating expenses for Class C shares of the Portfolios would be 1.06% for
    the Corporate Daily Income Portfolio, 1.05% for the Government Securities
    Daily Income Portfolio, 1.14% for the Short-Term Mortgage Portfolio, 1.30%
    for the Short Duration Mortgage Portfolio, 1.02% for the Short-Term
    Government Portfolio, 1.02% for the Intermediate-Term Government Portfolio
    and 1.00% for the GNMA Portfolio.
 
EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
                                                   1 YR.  3 YRS. 5 YRS. 10 YRS.
                                                   ------ ------ ------ -------
<S>                                                <C>    <C>    <C>    <C>
An investor would pay the following expenses on a
$1,000 investment of each portfolio assuming (1)
5% annual return and (2) redemption at the end of
each time period:
 Corporate Daily Income Portfolio                  $ 9.00 $27.00 $47.00 $105.00
 Government Securities Daily Income Portfolio      $ 9.00 $27.00 $47.00 $105.00
 Short-Term Mortgage Portfolio                     $10.00 $30.00 $53.00 $117.00
 Short Duration Mortgage Portfolio                 $10.00 $30.00 $53.00 $117.00
 Short-Term Government Portfolio                   $10.00 $30.00 $53.00 $117.00
 Intermediate-Term Government Portfolio            $10.00 $30.00 $53.00 $117.00
 GNMA Portfolio                                    $10.00 $32.00 $55.00 $121.00
- -------------------------------------------------------------------------------
</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 this table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Portfolios. A person who purchases shares through a financial
institution may be charged separate fees by that institution. The information
set forth in the foregoing table and example relates only to Class C shares.
The Corporate Daily Income, Short-Term Government, Intermediate-Term Government
and GNMA Portfolios also offer Class D shares, which are subject to the same
expenses except that Class D shares bear sales loads and different distribution
costs. Additional information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" and "Distribution." Long-term shareholders may
eventually pay more than the economic equivalent of the maximum front-end sales
charges otherwise permitted by the NASD Rules.     
 
                                                                    4
<PAGE>
 
THE TRUST ______________________________________________________________________
   
SEI DAILY INCOME TRUST (the "Trust") is a diversified open-end management
investment company that offers units of beneficial interest ("shares") in
separate investment portfolios. This Prospectus offers Class A, Class B and
Class C shares of the Trust's Corporate Daily Income, Government Securities
Daily Income, Short-Term Mortgage (formerly Adjustable Rate Mortgage), Short
Duration Mortgage, Short-Term Government, Intermediate-Term Government and GNMA
Portfolios (the "Portfolios," and each of these seven, a "Portfolio"). Each
Portfolio may have separate classes of shares which provide for variations in
distribution and transfer agent costs, sales charges, voting rights and
dividends. Shares in the Corporate Daily Income, Short-Term Government,
Intermediate-Term Government and GNMA Portfolios may also be purchased through
those Portfolios' Class D shares. Additional information pertaining to the
Trust's other portfolios may be obtained by writing to SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling
1-800-342-5734.     
 
INVESTMENT OBJECTIVES AND POLICIES _____________________________________________
 
THE CORPORATE       The Corporate Daily Income Portfolio seeks to provide
DAILY INCOME        higher current income than that typically offered by a
PORTFOLIO           money market fund while maintaining a high degree of
                    liquidity and a correspondingly higher risk of principal
                    volatility. Under normal conditions the Portfolio invests
                    exclusively in high quality obligations of U.S. domiciled
                    issuers (not including foreign branches of U.S. banks or
                    U.S. branches of foreign banks) consisting of: (i)
                    commercial paper rated in one of the two highest rating
                    category by a nationally recognized statistical rating
                    organization ("NRSRO") or, if unrated, of comparable
                    quality at the time of investment as determined by the
                    Adviser; (ii) obligations (certificates of deposit, time
                    deposits, bankers' acceptances and bank notes) of U.S.
                    commercial banks or savings and loan institutions having
                    net assets of at least $500 million as of the end of their
                    most recent fiscal year; (iii) U.S. Treasury obligations
                    and obligations issued or guaranteed as to principal and
                    interest by agencies or instrumentalities of the U.S.
                    Government; (iv) corporate obligations (notes, bonds and
                    debentures) rated in one of the four highest rating
                    categories by a NRSRO or, if unrated, of comparable
                    quality at the time of investment as determined by the
                    Adviser; (v) mortgage-backed securities, asset-backed
                    securities rated in one of the four highest rating
                    categories by a NRSRO or, if unrated, of comparable
                    quality at the time of investment as determined by the
                    Adviser; and (vi) repurchase agreements involving the
                    foregoing securities. However, the Adviser intends to
                    limit the Portfolio's purchases of non-mortgage asset-
                    backed securities to securities that are readily
                    marketable at the time of purchase. Securities rated in
                    the lowest category of investment grade may have
                    speculative characteristics. In the event a security owned
                    by the Portfolio is downgraded below these rating
                    categories, the Adviser will review and take appropriate
                    action with regard to such security. The Portfolio's
                    dollar-weighted average maturity will range from 6 to 18
                    months. Maximum remaining maturity on any single issue
                    will be 5 years, with the exception of floating rate
                    securities that reset at least annually.
 
                                                                     13
<PAGE>
 
                        WMC is entitled to a fee with respect to each
                    Portfolio, which fee is calculated daily and paid monthly,
                    at an annual rate of .10% of the average daily net assets
                    of each group of Portfolios up to $500 million, .075% of
                    such average daily net assets from $500 million to $1
                    billion and .05% of such average daily net assets in
                    excess of $1 billion. For the purpose of calculating such
                    fees, the Portfolios are aggregated into the following
                    groups: (i) Corporate Daily Income and Government
                    Securities Daily Income Portfolios, (ii) Short-Term
                    Government, Intermediate-Term Government and GNMA
                    Portfolios and (iii) Short-Term Mortgage and Short
                    Duration Mortgage Portfolios. The fees are based upon each
                    group's aggregate average daily net assets, and are
                    allocated daily among each Portfolio within a group on the
                    basis of each Portfolio's relative net assets. For the
                    fiscal year ended January 31, 1995, the Portfolios paid
                    WMC advisory fees (shown here as a percentage of average
                    daily net assets, after voluntary fee waivers) as follows:
                    Corporate Daily Income Portfolio--.08%; Short-Term
                    Government Portfolio--.08%; Intermediate-Term Government
                    Portfolio--.08%; and GNMA Portfolio--.08%. In addition,
                    for the fiscal year ended January 31, 1995, the Short-Term
                    Mortgage Portfolio paid an advisory fee of .10% of average
                    daily net assets. Of this advisory fee, .04% of the
                    Portfolio's total average daily net assets was paid to
                    Bear Stearns & Co. Inc. and .06% was paid to WMC. The
                    Government Daily Income Securities and Short Duration
                    Mortgage Portfolios have not commenced operations as of
                    January 31, 1995.
 
DISTRIBUTION ___________________________________________________________________
 
                    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. Each class of
                    each Portfolio has a separate distribution plan (the
                    "Class A Plan", "Class B Plan", "Class C Plan" and "Class
                    D Plan"; collectively, the "Plans") pursuant to Rule 12b-1
                    under the Investment Company Act of 1940, as amended (the
                    "1940 Act"). The Trust may also execute brokerage or other
                    agency transactions through the Distributor for which the
                    Distributor may receive usual and customary compensation.
                    The Trust intends to operate the Plans in accordance with
                    their terms and with the Rules of Fair Practice (the
                    "Rules") of the (National Association & Securities
                    Dealers, Inc. ("NASD") concerning sales charges.
                        The Distribution Agreement and Plan for each class
                    provide for reimbursement of expenses incurred by the
                    Distributor in an amount not to exceed .30% of a
                    Portfolio's average daily net assets on an annualized
                    basis, provided those expenses are permissible as to both
                    type and amount under a budget, and the Class B and Class
                    C Plans provide for additional payments for distribution
                    and shareholder services, as described below. The budget
                    must be approved and monitored quarterly by the Trustees,
                    including those Trustees who are not interested persons
                    and have no financial interest in the Plan or any related
                    agreement ("Qualified Trustees").
 
                                                                     19
<PAGE>
 
                        Distribution related expenses reimbursable to the
                    Distributor under the budget include those related to the
                    costs of advertising and sales materials, the costs of
                    federal and state securities laws registration,
                    advertising expenses and promotional and sales expenses
                    including expenses for travel, communication and
                    compensation and benefits for sales personnel. The Trust
                    is not obligated to reimburse the Distributor for any
                    expenditures in excess of the approved budget. Currently,
                    the budget for each Portfolio (shown here as a percentage
                    of average daily net assets) is as follows: Corporate
                    Daily Income--.15%; Government Securities Daily Income--
                    .06%; Short-Term Mortgage--.13%; Short Duration Mortgage--
                    .08%; Short-Term Government--.05%; Intermediate-Term
                    Government--.06%; and GNMA--.06%. For any given Portfolio,
                    the budget does not vary from class to class. Distribution
                    expenses not attributable to a specific portfolio of the
                    Trust are allocated among each of the portfolios of the
                    Trust based on average net assets.
                        The Class B and Class C Plans, in addition to
                    providing for the reimbursement payments described above,
                    provide for payments to the Distributor at an annual rate
                    of .30% and .50%, respectively, of each Portfolio's
                    average daily net assets attributable to Class B and Class
                    C shares. The Class D Plan also provides for additional
                    payments to the Distributor of up to .30% of each
                    Portfolio's average daily net assets attributable to Class
                    D shares. These additional payments are characterized as
                    "compensation" and are not directly tied to expenses
                    incurred by the Distributor; the payments the Distributor
                    receives during any year may therefore be higher or lower
                    than its actual expenses. These additional payments may be
                    used to compensate Class B and Class C shareholders that
                    provide distribution related services to their customers.
                        It is possible that an institution may offer different
                    classes of shares to its customers and thus receive
                    compensation with respect to different classes. These
                    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 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 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.
 
                                                                    20
<PAGE>
 
                    shares) and will not qualify for the corporate dividends-
                    received deduction. Distributions of net capital gains are
                    taxable to shareholders as long-term capital gains. The
                    Portfolios provide annual reports to shareholders of the
                    federal income tax status of all distributions.
                        Each Portfolio intends to make sufficient
                    distributions to avoid liability for the federal excise
                    tax.
                        Dividends declared by a Portfolio in October, November
                    or December of any year and payable to shareholders of
                    record on a date in such a month will be deemed to have
                    been paid by the Portfolio and received by the
                    shareholders on December 31 of the year declared if paid
                    by the Portfolio at any time during the following January.
                        Income received on direct U.S. Government obligations
                    is exempt from tax at the state level when received
                    directly and may be exempt, depending on the state, when
                    received by a shareholder from a Portfolio provided
                    certain conditions are satisfied. Each Portfolio will
                    inform shareholders annually of the percentage of income
                    and distributions derived from direct U.S. Government
                    obligations. Shareholders should consult their tax
                    advisers to determine whether any portion of the income
                    dividends received from a Portfolio is considered tax
                    exempt in their particular states.
                        With respect to investments such as STRIPS, which are
                    sold at original issue discount and thus do not make
                    periodic cash interest payments, each Portfolio will be
                    required to include as part of its current income the
                    accreted interest on such obligations even though such
                    Portfolio has not received any interest payments on such
                    obligations during that period. Because each Portfolio
                    distributes all of its net investment income to its
                    shareholders, a Portfolio may have to sell portfolio
                    securities to distribute such imputed income, which may
                    occur at a time when the Adviser would not have chosen to
                    sell such securities and, which may result in a taxable
                    gain or loss.
                        Sale, exchange, or redemption of Portfolio shares is a
                    taxable transaction to the shareholder.
 
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 Portfolios, the Trust
                    consists of the following portfolios: Money Market
                    Portfolio, Prime Obligation Portfolio, Government
                    Portfolio, Government II Portfolio, Treasury Portfolio,
                    Treasury II Portfolio and Federal Securities Portfolio.
                    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 state and federal
 
                                                                    24
<PAGE>
 
PROSPECTUS
MAY 31, 1995
- --------------------------------------------------------------------------------
CORPORATE DAILY INCOME PORTFOLIO
SHORT-TERM GOVERNMENT PORTFOLIO
INTERMEDIATE-TERM GOVERNMENT PORTFOLIO
GNMA PORTFOLIO
 
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if a
Portfolio's investment goals match your own.
 
A Statement of Additional Information dated May 31, 1995 has been filed with
the Securities and Exchange Commission and is available without charge through
the Distributor, SEI Financial Services Company, 680 East Swedesford Road,
Wayne, PA 19087 or by calling 1-800-437-6016. The Statement of Additional
Information is incorporated into this Prospectus by reference.
 
SEI Daily Income Trust (the "Trust") is a mutual fund that offers a convenient
means of investing in one or more professionally managed diversified portfolios
of securities. Class D shares differ from other classes of the Trust primarily
in the imposition of sales charges and the allocation of certain distribution
expenses and transfer agent fees. Class D shares are available through SEI
Financial Services Company (the Trust's distributor) and through participating
broker-dealers, financial institutions and other organizations. This Prospectus
offers Class D shares of the four fixed income portfolios (the "Portfolios,"
and each of these, a "Portfolio") listed above.
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 TRUST'S 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>
 
PORTFOLIO EXPENSES _____________________________________________________________
The purpose of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares of a Portfolio.
 
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
 
<TABLE>   
<CAPTION>
                             CORPORATE   SHORT-TERM INTERMEDIATE-TERM
                            DAILY INCOME GOVERNMENT    GOVERNMENT       GNMA
                             PORTFOLIO   PORTFOLIO      PORTFOLIO     PORTFOLIO
                            ------------ ---------- ----------------- ---------
<S>                         <C>          <C>        <C>               <C>
Maximum Sales Charge Im-
posed on Purchases             3.50%       3.50%          3.50%         4.50%
Maximum Sales Charge Im-
posed on Reinvested Divi-
dends                           none        none           none          none
Redemption Fees (1)             none        none           none          none
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- -------------------------------------------------------------------------------
 
Management/Advisory Fees
(after fee waiver) (2)          .24%        .37%           .37%          .40%
12b-1 Fees (4)                  .31%        .30%           .30%          .30%
Other Expenses                  .20%        .18%           .18%          .19%
- -------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (3) (5)      .75%        .85%           .85%          .89%
- -------------------------------------------------------------------------------
</TABLE>    
   
(1) A charge, currently $10.00, is imposed on wires of redemption proceeds of a
    Portfolio's Class D shares.     
   
(2) 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, the management/advisory fees would be .45%
    for the Corporate Daily Portfolio; .44% for the Short-Term Government and
    Intermediate-Term Government Portfolios and .41% for the GNMA Portfolio.
        
          
(3) Total operating expenses for the GNMA Portfolio have been restated to
    reflect a reduction in the fee waivers.     
   
(4) The 12b-1 fees shown reflect both the current 12b-1 budget for
    reimbursement of expenses and the Distributor's voluntary waiver of a
    portion of its compensatory fee. The Distributor reserves the right to
    terminate its waiver at any time in its sole discretion. The maximum 12b-1
    fees payable by the Class D shares for each Portfolio are .60%.     
   
(5) Absent the voluntary fee waivers described above, total operating expenses
    for Class D shares of the Corporate Daily Income Portfolio would be .96%,
    .92% for the Short-Term Government and Intermediate-Term Government
    Portfolios and .90% for the GNMA Portfolio.     
 
EXAMPLE
<TABLE>   
<CAPTION>
- ------------------------------------------------------------------------------

                                                  1 YR.  3 YRS. 5 YRS. 10 YRS.
                                                  ------ ------ ------ -------
<S>                                               <C>    <C>    <C>    <C>
An investor in the Portfolio would pay the
following expenses on a $1,000 investment
assuming (1) imposition of the maximum sales
load, (2) 5% annual return and (3) redemption at
the end of each time period:
 Corporate Daily Income Portfolio                 $42.00 $58.00 $75.00 $125.00
 Short-Term Government Portfolio                  $43.00 $61.00 $80.00 $136.00
 Intermediate-Term Government Portfolio           $43.00 $61.00 $80.00 $136.00
 GNMA Portfolio                                   $54.00 $72.00 $92.00 $150.00
- ------------------------------------------------------------------------------
</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 each Portfolio. A person who purchases
shares through a financial institution may be charged separate fees by that
institution. The information set forth in the foregoing table and example
relates only to the Class D shares. Each Portfolio also offers Class A, Class B
and Class C shares, which are subject to the same expenses, except that there
are no sales charges, different distribution costs and no transfer agent costs.
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 "Purchase of Shares."
 
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges otherwise permitted by the Rules of Fair Practice (the
"Rules") of the National Association of Securities Dealers, Inc. ("NASD").  
 
 
                                                                     4
<PAGE>
 
                       The Adviser is entitled to a fee, which is calculated
                    daily and paid monthly, at an annual rate of .10% of the
                    combined average daily net assets of the Portfolios up to
                    $500 million, .075% of such assets from $500 million to $1
                    billion and .05% of such net assets in excess of $1
                    billion. Such fees are allocated daily among the
                    Portfolios on the basis of their relative net assets. For
                    the fiscal year ended January 31, 1995, the Portfolios
                    each paid WMC advisory fees of .08%.     
 
DISTRIBUTION ___________________________________________________________________
                    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. Each class of
                    each Portfolio has a separate distribution plan (the
                    "Class A Plan", "Class B Plan", "Class C Plan" and "Class
                    D Plan"; collectively, the "Plans") pursuant to Rule 12b-1
                    under the Investment Company Act of 1940, as amended (the
                    "1940 Act"). The Trust may also execute brokerage or other
                    agency transactions through the Distributor for which the
                    Distributor may receive usual and customary compensation.
                    The Trust intends to operate the Plans in accordance with
                    their terms and with the Rules of Fair Practice (the
                    "Rules") of the National Association of Securities
                    Dealers, Inc. ("NASD") concerning sales charges.

                       The Distribution Agreement and the Plan for each class
                    provide for reimbursement of expenses incurred by the
                    Distributor in an amount not to exceed .30% of each
                    Portfolio's average daily net assets on an annualized
                    basis, provided those expenses are permissible as to both
                    type and amount under a budget approved and monitored
                    quarterly by the Trustees, including those Trustees who
                    are not interested persons and have no financial interest
                    in the Plans or any related agreement ("Qualified
                    Trustees").

                       Distribution related expenses reimbursable to the
                    Distributor under the budget include those related to the
                    costs of advertising and sales materials, the costs of
                    federal and state securities laws registration,
                    advertising expenses and promotional and sales expenses
                    including expenses for travel, communication and
                    compensation and benefits for sales personnel. The Trust
                    is not obligated to reimburse the Distributor for any
                    expenditures in excess of the approved budget. Currently,
                    the budget for each Portfolio is set at an annual rate of
                    .06% of its average daily net assets. Distribution
                    expenses not attributable to a specific portfolio are
                    allocated among each of the portfolios of the Trust based
                    on average net assets.

                       The Class D Plan, in addition to providing for the
                    reimbursement payments described above, provides for
                    payments to the Distributor at an annual rate of .30% of
                    each Portfolio's average daily net assets attributable to
                    Class D shares. These additional payments are
                    characterized as "compensation," and are not directly tied
                    to expenses incurred by the Distributor; the payments the
                    Distributor receives during any year may therefore be
                    higher or lower than its actual expenses. These additional
                    payments may be used to compensate the Distributor for its
                    services in connection with distribution  
 
                                                                     14
<PAGE>
 
                    assistance or provision of shareholder services, and some
                    or all of it may be used to pay financial institutions and
                    intermediaries such as banks, savings and loan
                    associations, insurance companies, and investment
                    counselors, broker-dealers and the Distributor's
                    affiliates and subsidiaries for services or reimbursement
                    of expenses incurred in connection with distribution
                    assistance or provision of shareholder services. If the
                    Distributor's expenses are less than its fees under the
                    Class D Plan, the Trust will still pay the full fee and
                    the Distributor will realize a profit, but the Trust will
                    not be obligated to pay in excess of the full fee, even if
                    the Distributor's actual expenses are higher. Currently,
                    the Distributor is taking this additional "compensation"
                    payment under the Class D Plan at a rate of only .25% of
                    each Portfolio's average daily net assets, on an
                    annualized basis, attributable to Class D shares.
                       The Class B and Class C Plans are similar to the Class
                    D Plan described above, except that for each Portfolio,
                    the Class B and Class C Plans provide for additional
                    payments to the Distributor of .30% and .50%,
                    respectively, and they apply only to Class B or Class C
                    shares. It is possible that a financial 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. 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 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 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.
 
PERFORMANCE ____________________________________________________________________
                    For any Portfolio, the performance of the Class D shares
                    will normally be lower than that on Class A or Class B
                    shares of the Portfolio because of the sales charge (when
                    applicable) and additional distribution and transfer agent
                    expenses charged to Class D shares. The performance of the
                    Class D shares will normally be higher than on Class C
                    shares of each Portfolio because of the additional
                    distribution expenses charged to Class C shares.
                       From time to time, each Portfolio may advertise its
                    yield and total return. These figures are based on
                    historical earnings and are not intended to indicate
                    future performance. No representation can be made
                    concerning actual future yields or returns. The yield of a
                    Portfolio refers to the income generated by a hypothetical
                    investment, net of any sales charge imposed in the case of
                    some of the Class D shares, in that Portfolio over a
                    thirty day period. This income is then "annualized," (i.e.
                    the income generated by  
 
                                                                     15
<PAGE>
 
                    investment could be exhausted entirely. To participate in
                    the SWP, you must have your dividends automatically
                    reinvested. You may change or cancel the SWP at any time,
                    upon written notice to the Transfer Agent.
How to Close your   An account may be closed by providing written notice to
Account             the Transfer Agent. You may also close your account by
                    telephone if you have previously elected telephone options
                    on your Account Application.
 
GENERAL INFORMATION ____________________________________________________________
                       
The Trust           SEI Daily Income 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. Shareholders may purchase
                    shares in Portfolios through four separate classes: Class
                    A, Class B, Class C and Class D, which provide for
                    variation in distribution and transfer agent costs, voting
                    rights, dividends, and the imposition of a sales charge on
                    Class D shares. This Prospectus offers the Class D shares
                    of the Trust's Corporate Daily Income Portfolio, Short-
                    Term Government Portfolio, Intermediate-Term Portfolio and
                    GNMA Portfolio (the "Portfolios"). In addition to the
                    Portfolios, the Trust consists of the following
                    portfolios: Money Market Portfolio, Prime Obligation
                    Portfolio, Government Portfolio, Government II Portfolio,
                    Treasury Portfolio, Treasury II Portfolio, Federal
                    Securities Portfolio, Short-Term Mortgage Portfolio, Short
                    Duration Mortgage Portfolio and Government Securities
                    Daily Income Portfolio. Additional information pertaining
                    to the Trust may be obtained by writing to SEI Financial
                    Management Corporation, 680 East Swedesford Road, Wayne,
                    Pennsylvania 19087 or by calling 1-800-437-6016. 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, including litigation
                    and other extraordinary expenses, brokerage costs,
                    interest charges, taxes and organization expenses.
Trustees of the     The management and affairs of the Trust are supervised by
Trust               the Trustees under the laws of The Commonwealth of
                    Massachusetts. The Trustees have approved contracts under
                    which, as described above, certain companies provide
                    essential management services to the Trust.
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. 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 special meeting called upon  
 
                                                                    22
 


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