SEI DAILY INCOME TRUST /MA/
497, 1997-06-19
Previous: RYANS FAMILY STEAKHOUSES INC, 4, 1997-06-19
Next: PHOENIX NETWORK INC, 10-Q/A, 1997-06-19



<PAGE>
SEI DAILY INCOME TRUST
MAY 31, 1997
- --------------------------------------------------------------------------------
 
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, 1997, has been filed with
the Securities and Exchange Commission and is available upon request and without
charge by writing the Distributor, SEI Investments Distribution Co., Oaks,
Pennsylvania 19456, or by calling 1-800-342-5734. The Statement of Additional
Information is incorporated into this Prospectus by reference.
 
SEI 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 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, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
 UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
 FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)        CLASS C
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                               PRIME
                                                                                             OBLIGATION  TREASURY
                                                                                             PORTFOLIO   PORTFOLIO
                                                                                             ----------  ---------
<S>                                                                                          <C>         <C>
Management/Advisory Fees (AFTER FEE WAIVER) (1)                                                    .16%       .08%
12b-1 Fees                                                                                         none       none
Total Other Expenses                                                                               .54%       .62%
  Shareholder Servicing Fees                                                                       .25%       .25%
- ------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (AFTER FEE WAIVER) (2)                                                    .70%       .70%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) THE MANAGER AND ADVISER HAVE WAIVED A PORTION OF THEIR FEES, AND THE
    MANAGEMENT/ADVISORY FEES SHOWN REFLECT THESE WAIVERS. ABSENT SUCH WAIVERS,
    MANAGEMENT/ADVISORY FEES WOULD BE .25% FOR THE PRIME OBLIGATION PORTFOLIO
    AND .30% FOR THE TREASURY PORTFOLIO.
 
(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 .92% FOR
    THE TREASURY PORTFOLIO.
 
EXAMPLE                                                                  CLASS C
- --------------------------------------------------------------------------------
 
<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 ALSO OFFERS CLASS A SHARES, CLASS B SHARES AND SWEEP CLASS
SHARES, WHICH ARE SUBJECT TO THE SAME EXPENSES, EXCEPT THAT CLASS A, CLASS B,
CLASS G AND SWEEP CLASS SHARES EACH HAVE DIFFERENT DISTRIBUTION AND/OR
SHAREHOLDER SERVICING COSTS. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE
MANAGER," "THE ADVISER" AND "DISTRIBUTION AND SHAREHOLDER SERVICING."
 
                                                                               2
<PAGE>
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 7, 1997, 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, 1997, and notes thereto, which are
incorporated by reference to the Trust's Statement of Additional Information
under the heading "Financial Information." Additional performance information is
set forth in the Trust's 1997 Annual Report to shareholders, which is available
upon request and without charge by calling 1-800-342-5734.
<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD
                                NET ASSET                NET REALIZED AND   DISTRIBUTIONS
                                  VALUE        NET       UNREALIZED GAINS    FROM NET    DISTRIBUTIONS   NET ASSET
                                BEGINNING   INVESTMENT     (LOSSES) ON      INVESTMENT   FROM REALIZED   VALUE END
                                OF PERIOD     INCOME        SECURITIES        INCOME     CAPITAL GAINS   OF PERIOD
- ------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>                <C>          <C>             <C>
- --------------------------
PRIME OBLIGATION PORTFOLIO
- --------------------------
CLASS C
  1997(1)                        $ 1.00       $0.04           $   --          $(0.04)       $   --        $ 1.00
  1995(2)                          1.00        0.03               --           (0.03)           --          1.00
  1994                             1.00        0.03               --           (0.03)           --          1.00
  1993(3)                          1.00        0.03               --           (0.03)           --          1.00
- ------------------
TREASURY PORTFOLIO
- ------------------
CLASS C
  1997                           $ 1.00       $0.05           $   --          $(0.05)       $   --        $ 1.00
  1996(4)                          1.00        0.03               --           (0.03)           --          1.00
 
<CAPTION>
FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD
                                                                                                  RATIO OF
                                                                                                    NET
                                                                        RATIO OF     RATIO OF    INVESTMENT
                                                                          NET        EXPENSES    INCOME TO
                                                           RATIO OF    INVESTMENT   TO AVERAGE    AVERAGE
                                            NET ASSETS     EXPENSES    INCOME TO    NET ASSETS   NET ASSETS
                                 TOTAL        END OF      TO AVERAGE    AVERAGE     (EXCLUDING   (EXCLUDING
                                 RETURN    PERIOD (000)   NET ASSETS   NET ASSETS    WAIVERS)     WAIVERS)
- ------------------------------
<S>                             <C>        <C>            <C>          <C>          <C>          <C>
- --------------------------
PRIME OBLIGATION PORTFOLIO
- --------------------------
CLASS C
  1997(1)                          4.85%     $    4,332      0.70%        4.79%        0.74%        4.75%
  1995(2)                          2.55+              0      0.70         2.79         0.77         2.72
  1994                             2.59          20,602      0.70         2.57         0.78         2.48
  1993(3)                          3.13          33,325      0.70         3.05         0.83         2.92
- ------------------
TREASURY PORTFOLIO
- ------------------
CLASS C
  1997                             4.80%     $   24,904      0.70%        4.70%        0.90%        4.50%
  1996(4)                          2.68+         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 RE-OFFERED BEGINNING APRIL 30, 1996.
    ALL RATIOS INCLUDING TOTAL RETURN FOR THE PERIOD HAVE BEEN ANNUALIZED.
 (2) PRIME OBLIGATION CLASS C SHARES WERE FULLY LIQUIDATED OCTOBER 27, 1994. ALL
    RATIOS FOR THE PERIOD INDICATED HAVE BEEN ANNUALIZED.
 (3) PRIME OBLIGATION CLASS C SHARES WERE OFFERED BEGINNING MARCH 25, 1992. ALL
    RATIOS INCLUDING TOTAL RETURN FOR THE PERIOD INDICATED HAVE BEEN ANNUALIZED.
 (4) TREASURY CLASS C SHARES WERE OFFERED BEGINNING JULY 27, 1995. ALL RATIOS
    INCLUDING TOTAL RETURN FOR THE PERIOD INDICATED HAVE BEEN ANNUALIZED.
 
                                                                               3
<PAGE>
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 shares of the Trust's
Prime Obligation, and Treasury Portfolios (each a "Portfolio," and, together,
the "Portfolios"). Each Portfolio has separate classes of shares which provide
for variations in distribution, shareholder servicing and transfer agency costs,
voting rights and dividends. Each of the Portfolios offers Class A, Class B,
Class C and Sweep Class shares. Additional information pertaining to the Trust
may be obtained by writing SEI Investments Distribution Co., Oaks, Pennsylvania
19456, or by calling 1-800-342-5734.
 
INVESTMENT OBJECTIVES
AND POLICIES
     ___________________________________________________________________________
PRIME OBLIGATION PORTFOLIO
                     The Prime Obligation Portfolio seeks to preserve principal
                     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; (vi) obligations issued or guaranteed as to
                     principal and interest by the agencies or instrumentalities
                     of the U.S. Government; and (vii) 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
                     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.
 
                                                                               4
<PAGE>
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.
 
                           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.
 
                           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.
 
                           For temporary defensive purposes, the Portfolios may
                     maintain 100% of their assets in cash.
 
                           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.
 
                                                                               5
<PAGE>
                           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
                       any Portfolio except the Prime Obligation 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
                       the Portfolio makes additional investments 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.
THE MANAGER
          ______________________________________________________________________
 
                     SEI Fund Management (the "Manager" or the "Transfer
                     Agent"), a wholly-owned subsidiary of SEI Investments
                     Company ("SEI"), is responsible for (i) providing the Trust
                     with overall management services, regulatory reporting, all
                     necessary office space, equipment, personnel and facilities
                     and (ii) acting as transfer agent, dividend disbursing
                     agent, and shareholder servicing agent for Class A, Class
                     B, Class C, Class G and Sweep Class shares of each
                     Portfolio.
 
                           For these services, the Manager 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%. The Manager 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. The Manager reserves the right, in its
                     sole discretion, to terminate these voluntary
 
                                                                               6
<PAGE>
                     waivers at any time. For the fiscal year ended January 31,
                     1997, the Prime Obligation and Treasury Portfolios paid
                     management fees, after waivers, of .15% and .07%
                     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, 1997, the Adviser had discretionary management
                     authority with respect to approximately $136.3 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 Portfolios on the basis of their
                     relative net assets. For the fiscal year ended January 31,
                     1997, 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
SERVICING
      __________________________________________________________________________
 
                     SEI Investments Distribution Co. (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, C, G and Sweep Class plans differ in a
                     number of ways, including the amounts
 
                                                                               7
<PAGE>
                     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 C shareholder service plan, the
                     Distributor is entitled to receive 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 a specified percentage 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.
 
                           The Distributor may, from time to time and at its own
                     expense, provide promotional incentives, in the form of
                     cash or other compensation to certain financial
                     institutions whose representatives have sold or are
                     expected to sell significant amounts of the Portfolios'
                     shares.
 
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. 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 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 (or its
                     authorized agent) prior to the determination of net asset
                     value
 
                                                                               8
<PAGE>
                     and in accordance with the procedures described below for
                     the order to be accepted on that Business Day. Cash
                     investments must be transmitted or delivered in federal
                     funds to the wire agent by the close of business on the
                     same day the order is placed. 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.
 
                           Shareholders who desire to redeem shares of a
                     Portfolio must place their redemption orders with the
                     Transfer Agent (or its authorized agent) prior to the
                     determination of net asset value and in accordance with the
                     procedures described below on any Business Day. 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 investment in the Prime Obligation and Treasury
                     Portfolios after 2:00 p.m. Eastern time must contact the
                     Transfer Agent (or its authorized 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
 
                                                                               9
<PAGE>
                     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 of Class A shares will
                     normally be higher than that of Class B shares because of
                     the additional administrative services expenses charged
                     Class B shares. Likewise, the performance of Class B shares
                     will normally be higher than that of Class C, Class G and
                     Sweep Class shares because of the additional administrative
                     services expenses charged to Class C shares and the
                     additional distribution and shareholder servicing expenses
                     charged to Class G and Sweep Class 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 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. In addition, state and
                     local tax consequences of an investment in the Portfolio
                     may differ from the federal income tax
 
                                                                              10
<PAGE>
                     consequences described below. Accordingly, shareholders are
                     urged to consult their tax advisers regarding specific
                     questions as to federal, state and local income taxes.
                     Additional information concerning taxes is set forth in the
                     Statement of Additional Information.
TAX STATUS
OF THE 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 a Fund's 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
                     received deduction. Distributions of net capital gains are
                     taxable to shareholders as long-term capital gains,
                     regardless of how long shareholders have held their shares
                     and regardless of whether the distributions are received in
                     cash or in additional shares. 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 by a Portfolio and may be exempt, depending on the
                     state, when received by a shareholder from a Portfolio
                     provided certain state-specific 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, a Portfolio may have to sell portfolio
                     securities to distribute such imputed income, which may
                     occur at a time when the Adviser would not have chosen to
                     sell such securities, and which may result in a taxable
                     gain or loss.
 
                                                                              11
<PAGE>
                           Each Portfolio intends to make sufficient
                     distributions prior to the end of each calendar year 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
                     Portfolio, Government Portfolio, Government II Portfolio,
                     Treasury II Portfolio, Federal Securities Portfolio,
                     Short-Duration Government Portfolio, Intermediate-Duration
                     Government Portfolio, GNMA Portfolio, Corporate Daily
                     Income Portfolio and Treasury Securities Daily Income
                     Portfolio (formerly, 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.
 
                           As of May 5, 1997, BMS & Company, c/o Central Trust
                     Bank (Jefferson City, MO) owned a controlling interest, as
                     defined by the 1940 Act, of the Treasury Portfolio.
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 Fund Management, Oaks, Pennsylvania 19456.
 
                                                                              12
<PAGE>
DIVIDENDS
                     Substantially all of the net investment income (exclusive
                     of capital gains) of each Portfolio is distributed in the
                     form of dividends that are declared on each Business Day as
                     a dividend for shareholders of record and are distributed
                     monthly in federal funds or in additional shares at the
                     discretion of the shareholder on the first Business Day of
                     each month. Dividends will be paid on the next Business Day
                     to shareholders who redeem all of their shares of a
                     Portfolio at any other time during the month. The dividends
                     on Class A shares are normally higher than those on Class B
                     shares of each Portfolio because of the additional
                     administrative services expenses charged to Class B shares.
                     Likewise, the dividends on Class B shares are normally
                     higher than those on Class C, Class G and Sweep Class
                     shares of each Portfolio because of the additional
                     administrative services expenses charged to Class C shares
                     and the additional distribution and shareholder servicing
                     expenses charged to Class G and Sweep Class 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 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 and wire agent for the Treasury
                     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 municipalities,
                     corporations and other entities. Maturities on these issues
                     vary from one to 270 days.
 
                                                                              13
<PAGE>
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 active secondary market, and repurchase
                     agreements with maturities or durations of more than seven
                     days in length.
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.
 
                                                                              14
<PAGE>
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 within a number of days from the date of
                     purchase. 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 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 with maturities of more
                     than seven days are considered to be illiquid.
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., Fannie Mae 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."
 
                                                                              15
<PAGE>
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 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.
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 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.
 
                                                                              16
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
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....................................................     5
The Manager...............................................................     6
The Adviser...............................................................     7
Distribution and Shareholder Servicing....................................     7
Purchase and Redemption of Shares.........................................     8
Performance...............................................................    10
Taxes.....................................................................    10
General Information.......................................................    12
Description of Permitted Investments and Risk Factors.....................    13
</TABLE>
 
                                                                              17


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission