SEI DAILY INCOME TRUST /MA/
497, 1996-05-02
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<PAGE>   1



                             SEI DAILY INCOME TRUST
                        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

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


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

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

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                                                                                          Class A
- ---------------------------------------------------------------------------------------------------------------------------------
                                                    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                 .30%         .31%         .30%         .18%         .42%           .44%          .41%
 12b-1 Fees                              None         None         None         None         None           None          None
 Total Other Expenses                     .05%         .04%         .15%         .27%         .03%           .06%          .19%
    Shareholder Servicing
      Expenses (after fee waiver)2   .00%         .00%         .00%         .00%         .00%           .03%          .15%
- ---------------------------------------------------------------------------------------------------------------------------------
 Total Operating Expenses (after
   fee waivers)3                           .35%        .35%4        .45%        .45%4         .45%           .50%5         .60%5
- ---------------------------------------------------------------------------------------------------------------------------------
</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 and .44% for the Short-Term Government Portfolio.  The
         Portfolios' Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

2        The Distributor has waived, on a voluntary basis, all or a portion of
         its shareholder servicing fee, and the Shareholder Servicing Fees
         shown reflect this waiver.  The Distributor reserves the right to
         terminate its waiver at any time in its sole discretion.  Absent such
         waiver, Shareholder Servicing Fees would be .25% for each of the
         Portfolios.

3        Absent these fee waivers, total operating expenses for Class A shares
         of the Portfolios would be .75% for the Corporate Daily Income
         Portfolio, .74% for the Government Securities Daily Income Portfolio,
         .85% for the Short-Term Mortgage Portfolio, .97% for the Short
         Duration Mortgage Portfolio, .72% for the Short-Term Government
         Portfolio, .72% for the Intermediate-Term Government Portfolio and
         .70% for the GNMA Portfolio.

4        Total operating expenses for the Government Securities Daily Income
         Portfolios and the Short Duration Mortgage Portfolio, are based on
         estimated amounts for the current fiscal year.

5        Total operating expenses for the Intermediate-Term Government and GNMA
         Portfolios have been restated to reflect a reduction in the fee
         waivers.





<PAGE>   2



EXAMPLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 <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:
                                                                                      1 YR.    3 YRS.      5 YRS.     10 YRS.
                                                                                      -----    ------      ------     -------
 Corporate Daily Income Portfolio                                                      $4        $11        $20         $44
 Government Securities Daily Income Portfolio                                          $4        $11        $20         $44
 Short-Term Mortgage Portfolio                                                         $5        $14        $25         $57
 Short Duration Mortgage Portfolio                                                     $5        $14        $25         $57
 Short-Term Government Portfolio                                                       $5        $14        $25         $57
 Intermediate-Term Government Portfolio                                                $5        $16        $28         $63
 GNMA Portfolio                                                                        $6        $19        $33         $75
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolios.  The information set forth in the
foregoing table and example relates only to the 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 charges and different distribution and
transfer agent costs.  A person who purchase shares through a financial
institution may be charged separate fees by that institution.  Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"The Adviser" and "Distribution."

                      ____________________________________





<PAGE>   3
As a result of the aforementioned change, effective May 1, 1996, the following
Class B "Annual Operating Expenses" table replaces the table on page 3 of the
Prospectus:

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                                                                                          Class B
- -----------------------------------------------------------------------------------------------------------------------------------
                                                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             .30%          .31%          .30%          .18%          .42%            .44%           .41%
 12b-1 Fees                          None          None          None          None          None            None           None
 Total Other Expenses                .35%          .34%          .45%          .57%          .33%            .33%           .34%
    Shareholder Servicing
      Expenses                   .25%          .25%          .25%          .25%           .25%          .25%            .25%
- -----------------------------------------------------------------------------------------------------------------------------------
 Total Operating Expenses 
   (after fee waivers)2              .65%          .65%3         .75%          .75%3         .75%            .77%4          .75%4
- -----------------------------------------------------------------------------------------------------------------------------------
</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 and .44% for the Short-Term Government Portfolio.  The
         Portfolios' Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

2        Absent these fee waivers, total operating expenses for Class B shares
         of the Portfolios would be .80% for the Corporate Daily Income
         Portfolio, .79% for the Government Securities Daily Income Portfolio,
         .90% for the Short-Term Mortgage Portfolio, 1.02% for the Short
         Duration Mortgage Portfolio and .77% for the Short-Term Government
         Portfolio.

3        Total operating expenses for the Government Securities Daily Income
         and the Short Duration Mortgage Portfolios are based on estimated
         amounts for the current fiscal year.

4        Total operating expenses for the Intermediate-Term Government and GNMA
         Portfolios have been restated to reflect a reduction in the fee
         waivers.

EXAMPLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                                  <C>      <C>         <C>        <C>
 An investor in a Portfolio would pay the following expenses on a $1,000
 investment assuming
 (1) a 5% annual return and (2) redemption at the end of each time period:            1 YR.    3 YRS.      5 YRS.     10 YRS.
                                                                                      -----    ------      ------     -------
                                                                                       $7        $21        $36         $81
 Corporate Daily Income Portfolio                                                      $7        $21        $36         $81
 Government Securities Daily Income Portfolio                                          $8        $24        $42         $93
 Short-Term Mortgage Portfolio                                                         $8        $24        $42         $93
 Short Duration Mortgage Portfolio                                                     $8        $24        $42         $93
 Short-Term Government Portfolio                                                       $8        $25        $43         $95
 Intermediate-Term Government Portfolio                                                $8        $24        $42         $93
 GNMA Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolios.  The information set forth in the
foregoing table and example relates only to the 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 charges and different distribution and
transfer agent costs.  A person who purchases shares through a financial
institution may be charged separate fees by that institution.  Additional
information 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 of the National Association of Securities Dealers ("NASD").


                      ____________________________________

Also as a result of the aforementioned change, effective May 1, 1996, the
following Class C "Annual Operating Expenses" table replaces the table on page
4 of the Prospectus:





<PAGE>   4

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

<TABLE>
<CAPTION>
                                                                                                                          Class C
- ---------------------------------------------------------------------------------------------------------------------------------
                                                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             .30%          .31%          .30%          .18%          .42%            .44%           .41%
 12b-1 Fees                          None          None          None          None          None            None           None
 Total Other Expenses                .55%          .54%          .65%          .77%          .53%            .53%           .54%
    Shareholder Servicing
      Expenses                   .25%          .25%          .25%          .25%           .25%          .25%            .25%
- ---------------------------------------------------------------------------------------------------------------------------------
 Total Operating Expenses
   (after fee waiver)2               .85%         .85%3         .95%         .95%3          .95%           .97%4           .95%4
- ---------------------------------------------------------------------------------------------------------------------------------
</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 and .44% for the Short-Term Government Portfolio.  The
         Portfolios' Management/Advisory fees have been restated to reflect
         reductions in fee waivers.

2        Absent these fee waivers, total operating expenses for Class C shares
         of the Portfolios would be 1.00% for the Corporate Daily Income
         Portfolio, .99% for the Government Securities Daily Income Portfolio,
         1.10% for the Short-Term Mortgage Portfolio, 1.22% for the Short
         Duration Mortgage Portfolio and .97% for the Short-Term Government
         Portfolio.

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 Intermediate-Term Government and GNMA
         Portfolios have been restated to reflect a reduction in the fee
         waivers.

EXAMPLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 <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:
                                                                                      1 YR.    3 YRS.      5 YRS.     10 YRS.
                                                                                      -----    ------      ------     -------
 Corporate Daily Income Portfolio                                                     $ 9        $27        $47         $105
 Government Securities Daily Income Portfolio                                         $ 9        $27        $47         $105
 Short-Term Mortgage Portfolio                                                        $10        $30        $53         $117
 Short Duration Mortgage Portfolio                                                    $10        $30        $53         $117
 Short-Term Government Portfolio                                                      $10        $30        $53         $117
 Intermediate-Term Government Portfolio                                               $10        $31        $54         $119
 GNMA Portfolio                                                                       $10        $30        $53         $117
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolios.  The information set forth in the
foregoing table and example relates only to the 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 charges and different distribution and
transfer agent costs.  A person who purchases shares through a financial
institution may be charged separate fees by that institution.  Additional
information 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 the
NASD.

                      ____________________________________





<PAGE>   5



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

         DISTRIBUTION AND SHAREHOLDER SERVICES.

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

         The Portfolios have adopted plans under which firms, including the
         Distributor, that provide shareholder and administrative services may
         receive compensation therefor.  The Class A, B and C plans differ in a
         number of ways, including the amounts that may be paid.  Under each
         plan, the Distributor may provide those services itself or may enter
         into arrangements under which third parties provide such services and
         are compensated by the Distributor.  Under such arrangements the
         Distributor  may retain as a profit any difference between the fee it
         receives and the amount it pays such third party.  In addition, the
         Portfolios may enter into such arrangements directly.

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

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

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


                      ____________________________________




               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE





<PAGE>   6



                             SEI DAILY INCOME TRUST
                        CORPORATE DAILY INCOME PORTFOLIO
                        SHORT-TERM GOVERNMENT PORTFOLIO
                     INTERMEDIATE-TERM GOVERNMENT PORTFOLIO
                                 GNMA PORTFOLIO

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


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

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

SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                   CORPORATE             SHORT-TERM       INTERMEDIATE-TERM
                                                     DAILY              GOVERNMENT            GOVERNMENT            GNMA
                                                INCOME PORTFOLIO          PORTFOLIO           PORTFOLIO           PORTFOLIO
                                                ----------------          ---------           ---------           ---------
 <S>                                                 <C>                   <C>                  <C>                 <C>
 Maximum Sales Charge Imposed on Purchases           3.50%                 3.50%                3.50%               4.50%
 Maximum Sales Charge Imposed on
 Reinvested                                           None                  None                 None               None
   Dividends                                          None                  None                 None               None
 Redemption Fees1
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<S>                                                  <C>                     <C>                 <C>                  <C>
Management/Advisory Fees (after fee waiver)2         .30%                    .42%                .44%                 .41%
12b-1 Fees3                                          .25%                    .25%                .25%                 .25%
Other Expenses                                       .20%                    .18%                .19%                 .19%
                                                                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver)4         .75%                    .85%                .88%5                .85%5
                                                                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.       A charge, currently $10.00, is imposed on wires of redemption proceeds
         of the 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 and .44% for the
         Short-Term Government Portfolio.  The Portfolios' Management/Advisory
         fees have been restated to reflect reductions in fee waivers.

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

4.       Absent these fee waivers, the total operating expenses would be .95%,
         .92%, .93% and .90% for the Corporate Daily Income, Short-Term
         Government, Intermediate-Term Government and GNMA Portfolios,
         respectively.

5.       Total operating expenses for the Intermediate-Term Government and GNMA
         Portfolios have been restated to reflect a reduction in the fee
         waivers.





<PAGE>   7



EXAMPLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                                  <C>     <C>          <C>        <C>
 An investor in a Portfolio would pay the following expenses on a $1,000
 investment assuming
 (1) the imposition of the maximum sales charge, (2) a 5% annual return and (3)
 redemption at the end of each time period:                                           1 YR.    3 YRS.      5 YRS.     10 YRS.
                                                                                      -----    ------      ------     -------
                                                                                      $42        $58        $75         $125
 Corporate Daily Income Portfolio                                                     $43        $61        $80         $136
 Short-Term Government Portfolio                                                      $44        $62        $82         $140
 Intermediate-Term Government Portfolio                                               $53        $71        $90         $145
 GNMA Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
</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 expenses 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.  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 and shareholder servicing costs and no transfer agent costs.  A
person who purchases shares through an account with a financial institution may
be charged separate fees by that institution.  Additional information may be
found under "The Manager and Shareholder Servicing Agent," "Distribution" and
"The Adviser."

The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table.  However, certain investors may
qualify for reduced sales charges.  See "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 of the National
Association of Securities Dealers, Inc. ("NASD").

                      ____________________________________

In connection with the elimination of the reimbursement component of the Class
D Rule 12b-1 Plan and the elimination of the Class A, Class B and Class C
Plans, the "Distribution" section on pages 14 and 15 is amended as follows:

The second sentence of the first paragraph is amended to delete the reference
to the Class A, Class B and Class C Plans.

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

         The Portfolios have adopted a shareholder servicing plan for their
         Class A shares (the "Class A Service Plan") and a shareholder
         servicing plan and an administrative plan for each of Class B and
         Class C.

The second and third paragraphs are deleted.

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

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

The first sentence of the fifth paragraph is deleted.

                      ____________________________________


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE



                                       2




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