SEI DAILY INCOME TRUST /MA/
497, 1996-12-09
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<PAGE>   1
 
SEI DAILY INCOME TRUST
DECEMBER 1, 1996
- --------------------------------------------------------------------------------
 
PRIME OBLIGATION PORTFOLIO
TREASURY PORTFOLIO
 
- --------------------------------------------------------------------------------
 
This Prospectus concisely sets forth information about the above-referenced
Portfolios that an investor needs to know before investing. Please read this
Prospectus carefully, and keep it on file for future reference.
 
A Statement of Additional Information dated May 31, 1996, has been filed with
the Securities and Exchange Commission and is available upon request and without
charge by writing the Distributor, SEI Financial Services Company, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, 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 an open-end management investment
company, certain classes of which offer financial institutions a convenient
means of investing their own funds, or funds for which they act in a fiduciary,
agency or custodial capacity, in professionally managed diversified portfolios
of securities. Some portfolios offer separate classes of units of beneficial
interest that differ from each other primarily in the allocation of certain
distribution and/or shareholder servicing expenses. This Prospectus offers Class
C shares of each of the two money market fund portfolios (each a "Portfolio"
and, together, the "Portfolios") listed above.
 
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>   2
 
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)        CLASS C
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                   PRIME
                                                                                                 OBLIGATION     TREASURY
                                                                                                 PORTFOLIO      PORTFOLIO
                                                                                                 ----------     ---------
<S>                                                                                              <C>            <C>
Management/Advisory Fees (after fee waiver) (1)                                                     .16%           .14%
12b-1 Fees                                                                                          none           none
Total Other Expenses                                                                                .54%           .56%
        Shareholder Servicing Fees                                                                  .25%           .25%
- ---------------------------------------------------------------------------------------------------------------------
Total Operating Expenses
  (after fee waiver) (2)                                                                            .70%           .70%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1)  For the Prime Obligation and Treasury Portfolios, the manager has 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 waivers and/or reimbursements,
    management/advisory fees would be .25% for the Prime Obligation Portfolio
    and .30% for the Treasury Portfolio. Management/advisory fees have been
    restated to reflect current expenses.
(2)  Absent the fee waiver, total operating expenses for the Class C shares of
    the Portfolios would be .79% for the Prime Obligation Portfolio and .86% for
    the Treasury 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) a 5%
  annual return and (2) redemption at the end of each time period:
    Prime Obligation Portfolio                                                             $ 7      $ 22      $ 39       $87
    Treasury Portfolio                                                                     $ 7      $ 22      $ 39       $87
- ---------------------------------------------------------------------------------------------------------------------
</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
Class C shares of the Portfolios. A person who purchases shares through a
financial institution may be charged separate fees by that institution. Each of
the Portfolios, as well as the Money Market, Government, Government II and
Treasury II Portfolios, also offer Class A shares and Class B shares, and the
Government Portfolio also offers Class G shares, which classes are subject to
the same expenses, except that Class A, Class B and Class G shares each have
different distribution and/or shareholder servicing costs. Additional
information may be found under the "The Manager," "The Adviser" and
"Distribution and Shareholder Servicing."
 
                                        2                                      
<PAGE>   3
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period have been audited by Arthur Andersen LLP, independent public accountants,
whose report thereon, dated March 14, 1996, was unqualified. This information
should be read in conjunction with the Trust's financial statements as of and
for the fiscal year ended January 31, 1996, and notes thereto, which are
included in the Trust's Statement of Additional Information under the heading
"Financial Information." Additional performance information is set forth in the
Trust's 1996 Annual Report to shareholders, which is available upon request and
without charge by calling 1-800-342-5734.
 
For a Share Outstanding Throughout each Period
<TABLE>
<CAPTION>
               Net Asset                    Net Realized and     Distributions      Distributions
                 Value          Net            Unrealized          from Net              from           Net Asset
               Beginning     Investment      Gains (Losses)       Investment       Realized Capital     Value End     Total
               Of Period       Income        on Securities          Income              Gains           of Period     Return
- -------------------------------------------------------------------------------------------------------------------------------
- -----------------------------
PRIME OBLIGATION PORTFOLIO
- -----------------------------
<S>            <C>           <C>            <C>                  <C>               <C>                  <C>           <C>
CLASS C
  1995 (1)       $1.00         $ 0.03            $   --             $ (0.03)            $   --            $1.00         2.55%+
  1994            1.00           0.03                --               (0.03)                --             1.00         2.59
  1993 (2)        1.00           0.03                --               (0.03)                --             1.00         3.13
<CAPTION>
- -------------------
TREASURY PORTFOLIO
- -------------------
<S>            <C>           <C>            <C>                  <C>               <C>                  <C>           <C>
CLASS C
  1996 (3)       $1.00         $ 0.03            $   --             $ (0.03)            $   --            $1.00         2.68%+
 
<CAPTION>
                                                                                               
                                                                                  Ratio of     
                                              Ratio of    Ratio of Expenses    Net Investment  
                               Ratio of    Net Investment    to Average       Income to Average
              Net Assets       Expenses        Income        Net Assets          Net Assets
                End of        to Average     to Average      (Excluding          (Excluding
             Period (000)     Net Assets     Net Assets       Waivers)            Waivers)
- ------------------------------------------------------------------------------------------------
- -----------------------------
PRIME OBLIGATION PORTFOLIO
- -----------------------------
CLASS C
<S>            <C>            <C>            <C>            <C>            <C>
  1995 (1)     $      0          0.70%          2.79%          0.77%               2.72%
  1994           20,602          0.70           2.57           0.78                2.48
  1993 (2)       85,325          0.70           3.05           0.83                2.92
<CAPTION>
- -------------------
TREASURY PORTFOLIO
- -------------------
CLASS C
<S>            <C>            <C>            <C>            <C>            <C>
  1996 (3)     $ 14,691          0.70%          5.12%          0.87%               4.95%
</TABLE>
+    Returns are for the period indicated and have not been annualized.
1    Prime Obligation Class C shares were fully liquidated October 27, 1994. 
     All ratios except total return for the period indicated have been 
     annualized.
2    Prime Obligation Class C shares were offered beginning March 25, 1992. 
     All ratios including total return for the period indicated have been 
     annualized.
3    Treasury Class C shares were offered beginning July 27, 1995. All ratios 
     except total return for the period indicated have been annualized.
 
                                        3  
<PAGE>   4
 
THE TRUST
 
SEI DAILY INCOME TRUST (the "Trust") is an open-end management investment
company that offers units of beneficial interest ("shares") in separate
diversified investment portfolios. This Prospectus offers Class C shares of the
Trust's Prime Obligation and Treasury Portfolios (each a "Portfolio," and,
together, the "Portfolios"). As of September 30, 1996, the aggregate net assets
of all classes of the Prime Obligation and Treasury Portfolios were
$2,976,088,915 and $90,455,377, respectively. Each Portfolio may have separate
classes of shares which provide for variations in distribution, shareholder
servicing and transfer agency costs, voting rights and dividends. The
Portfolios, as well as the Money Market, Government, Government II, and Treasury
II Portfolios, also offer Class A and Class B shares, except the Federal
Securities Portfolio, which offers only Class A shares. The Government Portfolio
also offers Class G shares. Additional information pertaining to the Trust may
be obtained by writing SEI Financial Services Company, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-5734.
 
INVESTMENT
OBJECTIVES AND
POLICIES
 
PRIME OBLIGATION      The Prime Obligation Portfolio seeks to preserve principal
PORTFOLIO             value and maintain a high degree of liquidity while
                      providing current income. Under normal market 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 the time of investment, in the highest
                      short-term rating category by two or more NRSROs, or one
                      NRSRO if only one NRSRO has rated the security or, if not
                      rated, determined by the Adviser to be of comparable
                      quality; (ii) obligations (including certificates of
                      deposit, time deposits, bankers' acceptances and bank
                      notes) of U.S. commercial banks or savings and loan
                      institutions having total assets of $500 million or more
                      as shown on their last published financial statements at
                      the time of investment and that are insured by the Federal
                      Deposit Insurance Corporation; (iii) corporate obligations
                      with a remaining term of not more than 397 days of issuers
                      that issue commercial paper of comparable priority and
                      security meeting the above ratings or, if not rated,
                      determined by the Adviser to be of comparable quality;
                      (iv) short-term obligations issued by state and local
                      governmental issuers which are rated, at the time of
                      investment, in the highest municipal bond rating
                      categories by at least two NRSROs, or, if not rated,
                      determined by the Adviser to be of comparable quality, and
                      which carry yields that are competitive with those of
                      other types of money market instruments of comparable
                      quality; (v) U.S. Treasury obligations and obligations
                      issued or guaranteed as to principal and interest by the
                      agencies or instrumentalities of the U.S. Government; and
                      (vi) repurchase agreements involving any of the foregoing
                      obligations.
 
TREASURY PORTFOLIO    The Treasury Portfolio seeks to preserve principal value
                      and maintain a high degree of liquidity while providing
                      current income. Under normal market conditions, the
 
                                       4
<PAGE>   5
 
                      Portfolio invests exclusively in U.S. Treasury obligations
                      and repurchase agreements involving such obligations.
                      There can be no assurance that the Portfolios will achieve
                      their respective investment objectives.

GENERAL
INVESTMENT
POLICIES
                      In purchasing obligations, the Portfolios comply with the
                      requirements of Rule 2a-7 under the Investment Company Act
                      of 1940 (the "1940 Act"), as that Rule may be amended from
                      time to time. These requirements currently provide that
                      the Portfolios must limit their investments to securities
                      with remaining maturities of 397 days or less, and must
                      maintain a dollar-weighted average maturity of 90 days or
                      less. In addition, under Rule 2a-7, the Portfolios may
                      only invest in securities (other than U.S. Government
                      Securities) rated in one of the two highest categories for
                      short-term securities by at least two nationally
                      recognized statistical rating organizations ("NRSROs") (or
                      by one NRSRO if only one NRSRO has rated the security),
                      or, if unrated, determined by the Adviser (in accordance
                      with procedures adopted by the Trust's Board of Trustees)
                      to be of equivalent quality to rated securities in which
                      the Portfolio may invest. Purchases by the Portfolios of
                      unrated securities and securities rated by only one NRSRO
                      must be ratified by the Trust's Board of Trustees.
                             Securities rated in the highest rating category by
                      at least two NRSROs (or, if unrated, determined by the
                      Adviser to be of comparable quality) are "first tier"
                      securities. Non-first tier securities rated in the second
                      highest rating category by at least one NRSRO (or, if
                      unrated, determined by the Adviser to be of comparable
                      quality) are considered to be "second tier" securities.
                      Each Portfolio, except the Prime Obligation Portfolio, may
                      invest, in the aggregate, no more than 5% of its assets in
                      second tier securities, and an investment in any one
                      second tier security is limited to the greater of 1% of
                      the Portfolio's total assets or $1 million. A taxable
                      money market fund may also hold more than 5% of its total
                      assets in the first tier securities of a single issuer for
                      three business days.
                             Although the Portfolios are governed by Rule 2a-7,
                      their investment policies are, in certain respects, more
                      restrictive than those imposed by that Rule.
                             Each Portfolio may invest up to 10% of its net
                      assets in illiquid securities. However, restricted
                      securities, including Rule 144A securities and Section
                      4(2) commercial paper, that meet the criteria established
                      by the Board of Trustees of the Trust will be considered
                      liquid. In addition, each Portfolio may invest in U.S.
                      Treasury STRIPS (as defined in the "Description of
                      Permitted Investments and Risk Factors").
                             Each Portfolio may purchase securities on a
                      when-issued basis.
 
                                        5   
<PAGE>   6
 
                             For a description of the permitted investments and
                      the above ratings see "Description of Permitted
                      Investments and Risk Factors" and the Statement of
                      Additional Information.
 
INVESTMENT
LIMITATIONS
 
                      The investment objectives and certain of the investment
                      limitations are fundamental policies of the Portfolios. It
                      is a fundamental policy of each Portfolio to use its best
                      efforts to maintain a constant net asset value of $1.00
                      per share. There can be no assurance that any Portfolio
                      will achieve its investment objective, or that any
                      Portfolio will be able to maintain a net asset value of
                      $1.00 per share on a continuing basis.
                             Fundamental policies cannot be changed with respect
                      to the Trust or a Portfolio without the consent of the
                      holders of a majority of the Trust or that Portfolio's
                      outstanding shares.
 
                      Each Portfolio may not:
                      1.  Purchase securities of any issuer (except securities
                          issued or guaranteed by the U.S. Government, its
                          agencies or instrumentalities), if as a result, more
                          than 5% of the total assets of the Portfolio would be
                          invested in the securities of such issuer; provided,
                          however, that the Treasury Portfolio may invest up to
                          25% of its total assets without regard to this
                          restriction as permitted by Rule 2a-7 under the 1940
                          Act.
                      2.  Purchase any securities which would cause more than
                          25% of the total assets of the Portfolio to be
                          invested in the securities of one or more issuers
                          conducting their principal business activities in the
                          same industry, provided that this limitation does not
                          apply to investments in (a) domestic banks and (b)
                          obligations issued or guaranteed by the U.S.
                          Government or its agencies and instrumentalities.
                      3.  Borrow money except for temporary or emergency
                          purposes and then only in an amount not exceeding 10%
                          of the value of the total assets of that Portfolio.
                          This borrowing provision is included solely to
                          facilitate the orderly sale of portfolio securities to
                          accommodate substantial redemption requests if they
                          should occur and is not for investment purposes. All
                          borrowings will be repaid before making additional
                          investments for that Portfolio and any interest paid
                          on such borrowings will reduce the income of that
                          Portfolio.
                      The foregoing percentage limitations (except the
                      limitation on borrowing) will apply at the time of the
                      purchase of a security. Additional fundamental and non-
                      fundamental investment limitations are set forth in the
                      Statement of Additional Information.
 
                                        6
<PAGE>   7
 
THE MANAGER
 
                      SEI Fund Management ("SEI Management") provides the Trust
                      with overall management services, regulatory reporting,
                      all necessary office space, equipment, personnel and
                      facilities, and acts as dividend disbursing agent and
                      shareholder servicing agent. SEI Management also serves as
                      transfer agent (the "Transfer Agent") to Class C shares of
                      each Portfolio.
                             For its management services, SEI Management is
                      entitled to a fee, which is calculated daily and paid
                      monthly, at an annual rate of each Portfolio's average
                      daily net assets as follows: Prime Obligation
                      Portfolio--.19% and Treasury Portfolio--.24%. SEI
                      Management has contractually agreed to waive up to all of
                      its fee and, if necessary, pay other operating expenses in
                      order to limit the total operating expenses to not more
                      than .70% of the Class C shares of the Prime Obligation
                      and Treasury Portfolios, each on an annualized basis. For
                      the fiscal year ended January 31, 1996, the Prime
                      Obligation and Treasury Portfolios paid management fees,
                      after waivers, of .12% and .10%, respectively, of their
                      average daily net assets.
 
THE ADVISER
 
                      Wellington Management Company LLP (the "Adviser" or "WMC")
                      serves as the investment adviser for each Portfolio under
                      advisory agreements with the Trust. The Adviser is a
                      professional investment counseling firm which provides
                      investment services to investment companies, employee
                      benefit plans, endowments, foundations, and other
                      institutions and individuals. Under the advisory
                      agreements, the Adviser invests the assets of 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, 1996, the Adviser had
                      discretionary management authority with respect to
                      approximately $114.1 billion of assets, including the
                      assets of the Trust and SEI Liquid Asset Trust, each an
                      open-end management investment company administered by the
                      Manager. The principal address of the Adviser is 75 State
                      Street, Boston, Massachusetts 02109. WMC is a
                      Massachusetts limited liability partnership, of which the
                      following persons are managing partners: Robert W. Doran,
                      Duncan M. McFarland and John R. Ryan.
                             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
 
                                        7
<PAGE>   8
 
                      Portfolios on the basis of their relative net assets. For
                      the fiscal year ended January 31, 1996, the Prime
                      Obligation and Treasury Portfolios paid the Adviser
                      advisory fees, after fee waivers, of .01% and .01%,
                      respectively, of their relative net assets.
 
DISTRIBUTION AND
SHAREHOLDER
SERVICES
 
                      SEI Financial Services Company (the "Distributor"), a
                      wholly-owned subsidiary of SEI, serves as each Portfolio's
                      distributor pursuant to a distribution agreement (the
                      "Distribution Agreement") with the Trust.
                             The Portfolios have adopted plans under which
                      firms, including the Distributor, that provide shareholder
                      and administrative services may receive compensation
                      therefor. The Class A, B and C plans differ in a number of
                      ways, including the amounts that may be paid. Under the
                      Class C plans, the Distributor may provide those services
                      itself or may enter into arrangements under which third
                      parties provide such services and are compensated by the
                      Distributor. Under such arrangements the Distributor may
                      retain as a profit any difference between the fee it
                      receives and the amount it pays such third party. In
                      addition, the Portfolios may enter into such arrangements
                      directly.
                             Under the Class C shareholder service plan, a
                      Portfolio will pay shareholder service fees at an annual
                      rate of up to .25% of its average daily net assets in
                      return for the Distributor's (or its agent's) efforts in
                      maintaining client accounts; arranging for bank wires;
                      responding to client inquiries concerning services
                      provided or investments; and assisting clients in changing
                      dividend options, account designations and addresses. In
                      addition, the Class C shares may pay administrative
                      services fees at specified percentages of the average
                      daily net assets of the shares of the Class (up to .25%).
                      Administrative services include providing sub-accounting;
                      providing information on share positions to clients;
                      forwarding shareholder communications to clients;
                      processing purchase, exchange and redemption orders; and
                      processing dividend payments.
                             It is possible that an institution may offer
                      different classes of shares to its customers and 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 its
                      own resources. Under any such program, the Distributor
                      will provide promotional incentives, in the form of cash
                      or other compensation, including merchandise, airline
                      vouchers, trips and vacation packages, to all dealers
                      selling shares of the Portfolios.
 
                                        8
<PAGE>   9
 
                      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 on 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 cannot 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 number of
                      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 4:30 p.m.
                      Eastern time on each Business Day. Financial institutions
                      which purchase and redeem shares for the accounts of their
                      customers may impose their own cut-off times for receipt
                      of purchase and redemption requests directed through them.
 
                                        9
<PAGE>   10
 
                             Shareholders who desire to redeem shares of a
                      Portfolio must place their redemption orders with the
                      Transfer Agent prior to the determination of net asset
                      value on any Business Day. The redemption price is the net
                      asset value per share of the Portfolio next determined
                      after receipt by the Transfer Agent of the redemption
                      order. Payment on redemptions will be made as promptly as
                      possible and, in any event, within seven days after the
                      redemption order is received.
                             Shareholders who desire to purchase or redeem
                      shares of the Prime Obligation or Treasury Portfolios
                      after 2:00 p.m. Eastern time must contact the Transfer
                      Agent one week in advance to establish the requisite
                      operational requirements for late day trading. Even after
                      these procedures are in place, investors are encouraged to
                      execute as many trades as possible prior to 2:00 p.m.
                      Eastern time.
                             Shareholders who wish to receive same-day
                      acceptance of investments in the Prime Obligation and
                      Treasury Portfolios after 2:00 p.m. Eastern time must
                      contact the Transfer Agent before 4:30 p.m. Eastern time
                      to place the trade and must obtain a security code number
                      for each trade. It is necessary to obtain a new security
                      code number for each purchase placed in the Portfolios
                      after 2:00 p.m. Eastern time. Security code numbers are
                      assigned exclusively by means of telephone communications
                      and are effective for one transaction only and may not be
                      used more than once.
                             Purchase and redemption orders may be placed by
                      telephone. Neither the Trust nor the Trust's Transfer
                      Agent will be responsible for any loss, liability, cost or
                      expense for acting upon wire instructions or upon
                      telephone instructions that it reasonably believes to be
                      genuine. The Trust and the Trust's Transfer Agent will
                      each employ reasonable procedures to confirm that
                      instructions communicated by telephone are genuine,
                      including requiring a form of personal identification
                      prior to acting upon instructions received by telephone
                      and recording telephone instructions.
                             If market conditions are extraordinarily active, or
                      other extraordinary circumstances exist, shareholders may
                      experience difficulties placing redemption orders by
                      telephone, and may wish to consider placing orders by
                      other means.
 
PERFORMANCE
 
                      For any Portfolio, the performance on Class A and Class B
                      shares will normally be higher than that on Class C and
                      Class G shares because of the additional shareholder
                      servicing and/or administrative services expenses charged
                      Class C and Class G shares, and the additional
                      distribution and shareholder servicing expenses charged to
                      Class G shares.
                             From time to time, each Portfolio may advertise the
                      "current yield" and "effective yield" (also called
                      "effective compound yield"). 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 "current
 
                                       10
<PAGE>   11
 
                      yield" of a Portfolio refers to the income generated by a
                      hypothetical investment in such Portfolio over a seven-day
                      period (which period will be stated in the advertisement).
                      This income is then "annualized," i.e., the income
                      generated during that week is assumed to be generated each
                      week over a 52-week period and is shown as a percentage of
                      the investment. The "effective yield" (also called
                      "effective compound yield") is calculated similarly but,
                      when annualized, the income earned by an investment in a
                      Portfolio is assumed to be reinvested. The "effective
                      yield" will be slightly higher than the "current yield"
                      because of the compounding effect of this assumed
                      reinvestment.

                             Each Portfolio may periodically compare its
                      performance to that of: (i) other mutual funds tracked by
                      mutual fund rating services (such as Lipper Analytical) or
                      financial and business publications and periodicals; (ii)
                      broad groups of comparable mutual funds; (iii) unmanaged
                      indices which may assume investment of dividends but
                      generally do not reflect deductions for administrative and
                      management costs; or (iv) to other investment
                      alternatives. Each Portfolio may also quote financial and
                      business publications and periodicals as they relate to
                      fund management, investment philosophy and investment
                      techniques.
 
TAXES
 
                      The following summary of federal income tax consequences
                      is based on current tax laws and regulations, which may be
                      changed by legislative, judicial or administrative action.
                      No attempt has been made to present a detailed explanation
                      of the federal, state or local income tax treatment of the
                      Portfolios or their shareholders. Accordingly,
                      shareholders are urged to consult their tax advisers
                      regarding specific questions as to federal, state and
                      local income taxes. State and local tax consequences of an
                      investment in the Portfolio may differ from the federal
                      income tax consequences described below. Additional
                      information concerning taxes is set forth in the Statement
                      of Additional Information.
 
Tax Status
of the Portfolios     Each Portfolio is treated as a separate entity for federal
                      income tax purposes and is not combined with the Trust's
                      other portfolios. Each Portfolio intends to qualify or to
                      continue to qualify for the special tax treatment afforded
                      regulated investment companies ("RICs") under Subchapter M
                      of the Internal Revenue Code of 1986, as amended (the
                      "Code"), so as to be relieved of federal income tax on net
                      investment company taxable income and net capital gains
                      (the excess of net long-term capital gains over net
                      short-term capital losses) distributed to shareholders.
 
Tax Status
of Distributions      Each Portfolio distributes substantially all of its net
                      investment income (including net short-term capital gains)
                      to shareholders. Dividends from net investment company
                      taxable income are taxable to its shareholders as ordinary
                      income (whether received in cash or in additional shares)
                      and will not qualify for the corporate dividends
 
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<PAGE>   12
 
                      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 U.S. Treasury
                      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.
                             Each Portfolio intends to make sufficient
                      distributions to avoid liability for the federal excise
                      tax applicable to RICs.
                             Each 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,
                      Government, Government II, Treasury II, Federal
                      Securities, Short-Duration Government Portfolio (formerly,
                      Short-Term Government Portfolio), Intermediate-Duration
                      Government Portfolio (formerly, Intermediate-Term
                      Government
 
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<PAGE>   13
 
                      Portfolio), GNMA Portfolio, Short-Duration Mortgage
                      Portfolio (formerly, Short-Term 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 shareholders, costs of custodial services and
                      registering the shares under state and federal securities
                      laws, pricing, insurance expenses, litigation and other
                      extraordinary expenses, brokerage costs, interest charges,
                      taxes and organization expenses.
 
Trustees of the Trust The management and affairs of the Trust are supervised by
                      the Trustees under the laws of The Commonwealth of
                      Massachusetts. The Trustees have approved contracts under
                      which, as described above, certain companies provide
                      essential 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 written
                      request of shareholders owning at least 10% of the
                      outstanding shares of the Trust. In the event that such a
                      meeting is requested, the Trust will provide appropriate
                      assistance and information to the shareholders requesting
                      the meeting.
 
Reporting             The Trust issues an unaudited report semi-annually and
                      audited financial statements annually. The Trust furnishes
                      proxy statements and other reports to shareholders of
                      record.
 
Shareholder Inquiries Shareholder inquiries should be directed to the Manager,
                      SEI Financial Management Corporation, 680 E. Swedesford
                      Road, Wayne, Pennsylvania 19087-1658.
 
Dividends             Substantially all of the net investment income (exclusive
                      of capital gains) of each Portfolio is distributed in the
                      form of monthly dividends. The dividends are determined
                      and declared as a dividend for shareholders of record on
                      the close of business on that day. Dividends are paid by
                      the Portfolios in federal funds or in additional shares at
                      the discretion of the shareholder on the first Business
                      Day of each month. The dividends on Class A and Class B
                      shares are normally higher than those on Class C and Class
                      G shares of each Portfolio because of the additional
                      shareholder servicing and/or administrative expenses
                      charged to Class C shares and
 
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<PAGE>   14
 
                      the additional distribution and shareholder servicing
                      expenses charged to Class G shares.
 
Counsel and
Independent
Public Accountants    Morgan, Lewis & Bockius LLP serves as counsel to the
                      Trust. Arthur Andersen LLP serves as the independent
                      public accountants of the Trust.
 
Custodians
and Wire Agent        The Bank of New York, 48 Wall Street, New York, New York
                      10286, (a "Custodian"), serves as custodian and wire agent
                      of the assets of the Treasury Portfolio. CoreStates Bank,
                      N.A., Broad and Chestnut Streets, P.O. Box 7618,
                      Philadelphia, Pennsylvania 19101 (a "Custodian," and
                      together, the "Custodians"), serves as custodian and wire
                      agent of the assets of the Prime Obligation Portfolio. The
                      Custodians hold cash, securities and other assets of the
                      Trust as required by the 1940 Act.
 
DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS
 
                      The following is a description of certain of the permitted
                      investment practices for the Portfolios and the associated
                      risk factors:
 
Bankers' Acceptances  Bankers' acceptances are bills of exchange or time drafts
                      drawn on and accepted by a commercial bank. Bankers'
                      acceptances are used by corporations to finance the
                      shipment and storage of goods. Maturities are generally
                      six months or less.
 
Certificates of Deposit
                      Certificates of deposit are interest-bearing instruments
                      with a specific maturity. They are issued by banks and
                      savings and loan institutions in exchange for the deposit
                      of funds, and normally can be traded in the secondary
                      market, prior to maturity. Certificates of deposit with
                      penalties for early withdrawal will be considered
                      illiquid.
 
Commercial Paper      Commercial paper is a term used to describe unsecured
                      short-term promissory notes issued by banks,
                      municipalities, corporations and other entities.
                      Maturities on these issues vary from a few to 270 days.
 
Demand Instruments    Certain instruments may entail a demand feature which
                      permits the holder to demand payment of the principal
                      amount of the instrument. Demand instruments may include
                      variable rate master demand notes.
 
Illiquid Securities   Illiquid securities are securities which cannot be
                      disposed of within seven business days at approximately
                      the price at which they are being carried on a Portfolio's
                      books. Illiquid securities include demand instruments with
                      a demand notice periods exceeding seven days, securities
                      for which there is no secondary market, and repurchase
                      agreements with maturities of more than seven days in
                      length.
 
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<PAGE>   15
 
Municipal Securities  Municipal Securities consist of: (i) debt obligations
                      issued by or on behalf of public authorities to obtain
                      funds to be used for various public facilities, for
                      refunding outstanding obligations, for general operating
                      expenses, and for lending such funds to other public
                      institutions and facilities, and (ii) certain private
                      activity and industrial development bonds issued by or on
                      behalf of public authorities to obtain funds to provide
                      for the construction, equipment, repair or improvement of
                      privately operated facilities.
                             Municipal Securities include both municipal notes
                      and municipal bonds. Municipal notes include general
                      obligation notes, tax anticipation notes, revenue
                      anticipation notes, bond anticipation notes, certificates
                      of indebtedness, demand notes and construction loan notes
                      and participation interests in municipal notes. Municipal
                      bonds include general obligation bonds, revenue or special
                      obligation bonds, private activity and industrial
                      development bonds and participation interests in municipal
                      bonds.
                             General obligation bonds are backed by the taxing
                      power of the issuing municipality. Revenue bonds are
                      backed by the revenues of a project or facility (tolls
                      from a bridge, for example). Certificates of participation
                      represent an interest in an underlying obligation or
                      commitment, such as an obligation issued in connection
                      with a leasing arrangement. The payment of principal and
                      interest on private activity and industrial development
                      bonds generally is dependent solely on the ability of a
                      facility's user to meet its financial obligations and the
                      pledge, if any, of real and personal property as security
                      for such payment.
                             Taxable Municipal Securities: Taxable Municipal
                      Securities are Municipal Securities the interest on which
                      is not exempt from federal income tax. Taxable Municipal
                      Securities include "private activity bonds" that are
                      issued by or on behalf of states or political subdivisions
                      thereof to finance privately-owned or operated facilities
                      for business and manufacturing, housing, sports, and
                      pollution control and to finance activities of and
                      facilities for charitable institutions. Private activity
                      bonds are also used to finance public facilities such as
                      airports, mass transit systems, ports, parking lots, and
                      low income housing. The payment of the principal and
                      interest on private activity bonds is not backed by a
                      pledge of tax revenues, and is dependent solely on the
                      ability of the facility's user to meet its financial
                      obligations, and may be secured by a pledge of real and
                      personal property so financed. Interest on these bonds may
                      not be exempt from federal income tax.
 
Repurchase Agreements Repurchase agreements are agreements by which a Portfolio
                      obtains a security and simultaneously commits to return
                      the security to the seller at an agreed upon price on an
                      agreed upon date. A Portfolio will have actual or
                      constructive possession of the security as collateral for
                      the repurchase agreement. A Portfolio bears a risk of loss
                      in the event the other party defaults on its obligations
                      and the Portfolio is delayed or prevented from exercising
                      its right to dispose of the collateral or if the
 
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<PAGE>   16
 
                      Portfolio realizes a loss on the sale of the collateral. A
                      Portfolio will enter into repurchase agreements only with
                      financial institutions deemed to present minimal risk of
                      bankruptcy during the term of the agreement based on
                      established guidelines. Repurchase agreements are
                      considered loans under the 1940 Act.
 
Time Deposits         Time deposits are non-negotiable receipts issued by a bank
                      in exchange for the deposit of funds. Like a certificate
                      of deposit, it earns a specified rate of interest over a
                      definite period of time; however, it cannot be traded in
                      the secondary market. Time deposits are considered to be
                      illiquid securities.
 
U.S. Government Agency
Securities            Obligations issued or guaranteed by agencies of the U.S.
                      Government, including, among others, the Federal Farm
                      Credit Bank, the Federal Housing Administration and the
                      Small Business Administration, and obligations issued or
                      guaranteed by instrumentalities of the U.S. Government,
                      including, among others, the Federal Home Loan Mortgage
                      Corporation, the Federal Land Banks and the U.S. Postal
                      Service. Some of these securities are supported by the
                      full faith and credit of the U.S. Treasury (e.g.,
                      Government National Mortgage Association securities),
                      others are supported by the right of the issuer to borrow
                      from the Treasury (e.g., Federal Farm Credit Bank
                      securities), while still others are supported only by the
                      credit of the instrumentality (e.g., Federal National
                      Mortgage Association securities). Guarantees of principal
                      by agencies or instrumentalities of the U.S. Government
                      may be a guarantee of payment at the maturity of the
                      obligation so that in the event of a default prior to
                      maturity there might not be a market and thus no means of
                      realizing on the obligation prior to maturity. Guarantees
                      as to the timely payment of principal and interest do not
                      extend to the value or yield of these securities nor to
                      the value of the Portfolio's shares.
 
U.S. Treasury
Obligations           U.S. Treasury obligations consist of bills, notes and
                      bonds issued by the U.S. Treasury, as well as separately
                      traded interest and principal component parts of such
                      obligations known as Separately Traded Registered Interest
                      and Principal Securities ("STRIPS") that are transferable
                      through the federal book-entry system.
 
U.S. Treasury STRIPS  STRIPS are sold as zero coupon securities which means that
                      they are sold at a substantial discount and redeemed at
                      face value at their maturity date without interim cash
                      payments of interest or principal. This discount is
                      accreted over the life of the security, and such accretion
                      will constitute the income earned on the security for both
                      accounting and tax purposes. Because of these features,
                      such securities may be subject to greater interest rate
                      volatility than interest-paying investments. See also
                      "Taxes."
 
Variable and Floating
Rate Instruments      Certain obligations may carry variable or floating rates
                      of interest, and may involve a conditional or
                      unconditional demand feature. Such instruments bear
                      interest at rates which are not fixed, but which vary with
                      changes in specified market rates or
 
                                       16
<PAGE>   17
 
                      indices. The interest rates on these securities may be
                      reset daily, weekly, quarterly or some other reset period,
                      and may have a floor or ceiling on interest rate changes.
                      There is a risk that the current interest rate on such
                      obligations may not accurately reflect existing market
                      interest rates. A demand instrument with a demand notice
                      exceeding seven days may be considered illiquid if there
                      is no secondary market for such security.
 
When-Issued and
Delayed
Delivery Securities   When-issued or delayed delivery transactions involve the
                      purchase of an instrument with payment and delivery taking
                      place in the future. Delivery of and payment for these
                      securities may occur a month or more after the date of the
                      purchase commitment. A Portfolio will maintain with the
                      Custodian a separate account with liquid, high grade debt
                      securities or cash in an amount at least equal to these
                      commitments. The interest rate realized on these
                      securities is fixed as of the purchase date, and no
                      interest accrues to a Portfolio before settlement. These
                      securities are subject to market fluctuation due to
                      changes in market interest rates, and it is possible that
                      the market value at the time of settlement could be higher
                      or lower than the purchase price if the general level of
                      interest rates has changed. Although a Portfolio generally
                      purchases securities on a when-issued or forward
                      commitment basis with the intention of actually acquiring
                      securities, the Portfolio may dispose of a when-issued
                      security or forward commitment prior to settlement if the
                      Adviser deems it appropriate to do so.
 
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TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                 <C>
Annual Operating Expenses.........................     2
Financial Highlights..............................     3
The Trust.........................................     4
Investment Objectives and Policies................     4
General Investment Policies.......................     5
Investment Limitations............................     6
The Manager.......................................     6
The Adviser.......................................     7
Distribution and Shareholder Servicing............     8
Purchase and Redemption of Shares.................     9
Performance.......................................    10
Taxes.............................................    11
General Information...............................    12
Description of Permitted Investments and Risk
  Factors.........................................    14
</TABLE>
 
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