SEI Investments Canada Company - MRRS Decision

Headnote

Variation of a prior order to permit investmentsby additional "top" funds in securities of additional"underlying" funds and to allow for future-orientedrelief.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5.,as am., s. 144.

IN THE MATTER OF

THE CANADIAN SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

ONTARIO, NOVA SCOTIA AND NEWFOUNDLAND

AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SEI INVESTMENTS CANADA COMPANY

AND

CORE BALANCED FUND

BALANCED GROWTH FUND

BALANCED INCOME FUND

BALANCED GROWTH PLUS FUND

DIVERSIFIED EQUITY FUND

GLOBAL EQUITY FUND

CONSERVATIVE INCOME FUND

DIVERSIFIED INCOME FUND

INCOME GROWTH FUND

CONSERVATIVE BALANCED FUND

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of British Columbia, Alberta, Saskatchewan,Ontario, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application (the "Application") fromSEI Investments Canada Company ("SEI"), in its owncapacity and on behalf of Core Balanced Fund, Balanced GrowthFund, Balanced Income Fund, Balanced Growth Plus Fund, DiversifiedEquity Fund and Global Equity Fund (the "Original Top Funds")for a decision (the "Decision") pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")to vary the MRRS Decision Document dated May 16, 2001 styled"In the matter of SEI Investments Canada Company and CoreBalanced Fund, Balanced Growth Fund, Balanced Income Fund, BalancedGrowth Plus Fund, Diversified Equity Fund, Global Equity Fund"(the "Original Decision Document") to:

(i) amend the definition of "Top Fund"and "Top Funds" in the Original Decision Documentby adding Conservative Income Fund, Diversified Income Fund,Income Growth Fund, Conservative Balanced Fund (the "NewTop Funds") and other mutual funds managed by SEI afterthe date hereof that have as their investment objective theinvestment in another mutual fund or mutual funds managedby SEI; and

(ii) amend the definition of "UnderlyingFund" and "Underlying Funds" in the OriginalDecision Document by adding Enhanced Global Bond Fund, MoneyMarket Fund, Real Return Bond Fund, Long Duration Bond Fund(the "Additional Underlying Funds") and other mutualfunds established by SEI.

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor the Application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 -- Definitions;

AND WHEREAS it has been represented bySEI to the Decision Makers that:

1. SEI is a corporation incorporated underand governed by the laws of Nova Scotia and is the managerof each of the Top Funds and Underlying Funds named in theOriginal Decision Document. Since the date of the OriginalDecision Document, SEI has established the New Top Funds.

2. The New Top Funds are newly created mutualfunds and are to be distributed on a continuous basis in eachof the Jurisdictions commencing on the date of a final decisiondocument for their combined simplified prospectus and annualinformation forms.

3. SEI is also the manager of the AdditionalUnderlying Funds which it wishes to be available for investmentby the Original Top Funds and the New Top Funds.

4. With respect to the Additional UnderlyingFunds:

(a) Enhanced Global Bond Fund and MoneyMarket Fund are currently distributed on a continuous basisin the Jurisdictions pursuant to a combined simplified prospectusand annual information form dated May 17, 2002; and

(b) Real Return Bond Fund and Long DurationBond Fund have been offered for sale on a private placementbasis but are to be distributed on a continuous basis inthe Jurisdictions commencing on the date of a final decisiondocument for their combined simplified prospectus and annualinformation form (a decision document dated April 17, 2003has been issued for their combined preliminary simplifiedprospectus and annual information form (SEDAR project #529425)).

5. Each of the New Top Funds and the AdditionalUnderlying Funds is an unincorporated open-end mutual fundtrust created under the laws of the Province of Ontario bya trust agreement. Each of the New Top Funds and the AdditionalUnderlying Funds is or, at the date of commencement of distribution,will be a reporting issuer under the securities legislationin each of the Jurisdictions and is not, or will not be, onthe list of defaulting reporting issuers maintained undersuch securities legislation.

6. From time to time SEI may establish additionalmutual funds which have investment objectives similar to theOriginal Top Funds and the New Top Funds or which have investmentobjectives that make them an appropriate investment as theUnderlying Funds or the Additional Underlying Funds.

7. The other representations in the OriginalDecision Document are equally applicable to the New Top Funds,the Additional Underlying Funds and any similar mutual fundsestablished by SEI.

AND WHEREAS under the System, this MRRSDecision Document evidences the Decision of each Decision Maker;

AND WHEREAS each Decision Maker is satisfiedthat the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the Decision hasbeen met;

THE DECISION of the Decision Makers pursuantto the Legislation is that the Original Decision Document isamended as of the date of this Decision to:

(a) amend the definition of "Top Fund"and "Top Funds" in the Original Decision Documentby adding Conservative Income Fund, Diversified Income Fund,Income Growth Fund, Conservative Balanced Fund and other mutualfunds managed by SEI after the date hereof that have as theirinvestment objective the investment in another mutual fundor mutual funds managed by SEI;

(b) amend the definition of "UnderlyingFund" and "Underlying Funds" in the OriginalDecision Document by adding Enhanced Global Bond Fund, MoneyMarket Fund, Real Return Bond Fund, Long Duration Bond Fundand other mutual funds established by SEI; and

(c) amend the definition of "Prospectus"in the Original Decision Document to include the simplifiedprospectus and annual information form of each Top Fund.

June 5, 2003.