Prime Credit Money Market Fund et al.

Headnote

MRRS for Exemptive Relief Applications - Extension of lapse date to permit the renewalprospectus of certain mutual funds to reflect current information on the funds, includingthe results of unitholder meetings.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss 62(1), 62(2) and 62(5).

WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of the provinces and territories of British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, PrinceEdward Island, Newfoundland, Northwest Territories and Yukon Territory (the"Jurisdictions") has received an application from SEI Investments Canada Company(the "Manager") and the Funds for a decision pursuant to the securities legislation ofthe Jurisdictions (the "Legislation") that the time limits prescribed by the Legislation forfiling the pro forma prospectus and final simplified prospectus for the Funds (the"Renewal Prospectus"), and the receipting thereof, be extended to the time periods thatwould be applicable if the lapse date for the distribution of the units of each series ofeach Fund was October 31, 2000;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS it has been represented by the Manager to the DecisionMakers that:

1. The Manager is a corporation incorporated under the laws of Canada with itshead office located in the Province of Ontario. The Manager is the manager andpromoter of each Fund.

2. Each Fund is an unincorporated open-end mutual fund trust created under thelaws of the Province of Ontario by a trust agreement.

3. Each Fund is a reporting issuer in the Jurisdictions and is not in default of anyrequirements of the Legislation or the rules or regulations made thereunder.

4. Units of the three series of each Fund are qualified for distribution on acontinuous basis in each Jurisdiction pursuant to a simplified prospectus andannual information form dated August 27, 1999, as amended and restated by anamended and restated simplified prospectus and annual information form datedMarch 20, 2000 (collectively, the "Prospectus").

5. The current lapse dates for the Prospectus of the Funds in the Jurisdictionsrange from August 27, 2000 to September 13, 2000 (the "Lapse Date").

6. Certain of the Funds will shortly announce unitholder meetings (the "Meetings")which currently are expected to be held on or about August 31, 2000 and in anyevent no later than September 15, 2000 (the "Meeting Date"). At the Meetings,it is expected that unitholders of those certain Funds will be asked to considerapproving certain changes to the Funds, including changes to the fundamentalinvestment objectives of the Funds.

7. An amendment to the simplified prospectus and annual information form (the"Amendment") of the relevant Funds will be filed at the same time that the noticeof the Meetings is sent to unitholders. The Amendment will describe the mattersto be considered at the Meetings.

8. The Prospectus has been amended and restated recently to update theinformation contained therein, will be further updated by the Amendment, and isrequired by the Legislation to contain full, true and plain disclosure of all materialfacts concerning the securities offered. The Prospectus also must be amendedupon the occurrence of any further significant change.

9. An extension of the Lapse Date for the Prospectus of the Funds will enable theManager to submit a Renewal Prospectus which reflects current information onthe Funds, including the results of the Meetings. If the Lapse Date was notextended, the Manager would be required to file a Renewal Prospectus prior tothe Meetings, which might require significant changes after the Decision Makershad already reviewed and commented on the Renewal Prospectus.

AND WHEREAS pursuant to the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that thetime limits prescribed by the Legislation for filing the Renewal Prospectus for theFunds, and the receipting thereof, be extended to the time periods that would beapplicable if the Lapse Date for the distribution of the units of each series of each Fundwas October 31, 2000.

August 8th, 2000.

"Rebecca Cowdery"