[Federal Register Volume 60, Number 108 (Tuesday, June 6, 1995)]
[Notices]
[Pages 29905-29907]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-13801]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21099; 811-5117]


The Mackenzie Funds Inc.; Notice of Application for 
Deregistration

May 30, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: The Mackenzie Funds Inc.

RELEVANT ACT SECTION: Order requested under section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring it has 
ceased to be an investment company.

FILING DATES: The application was filed on April 20, 1995 and amended 
on may 22, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be [[Page 29906]] received by the SEC by 5:30 p.m. on 
June 26, 1995, and should be accompanied by proof of service on the 
applicant, in the form of an affidavit or, for lawyers, a certificate 
of service. Hearing requests should state the nature of the writer's 
interest, the reason for the request, and the issues contested. Persons 
may request notification of a hearing by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, Via Mizner Financial Plaza, 700 South Federal 
Highway, Suite 300, Boca Raton, Florida 33432.

FOR FURTHER INFORMATION CONTACT:
Marianne H. Khawly, Staff Attorney, at (202) 942-0562, or C. David 
Messman, Branch Chief, at (202) 942-0564, (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. On April 16, 1987, applicant incorporated in the state of 
Maryland under the name The Canada Fund Inc. On the same date, 
applicant filed a Notification of Registration on Form N-8A and a 
registration statement on Form N-2 pursuant to section 8(b) of the Act 
and the Securities Act of 1933. On September 17, 1987, applicant 
changed its name and filed a pre-effective amendment to its 
registration statement on Form N-1A that registered an indefinite 
number of shares. The registration statement was declared effective on 
November 18, 1987, and applicant's initial public offering commenced 
shortly thereafter. Applicant consisted of three separate series: 
Mackenzie Short-Term U.S. Government Securities Fund (``Government 
Fund''), Mackenzie Canada Fund (``Canada Fund''), and Mackenzie Global 
Fund (``Global Fund'').
    2. On September 29, 1994, applicant's Board of Directors 
(``Board'') approved a reorganization plan whereby shares of common 
stock of each series of applicant would be exchanged for shares of 
beneficial interest of separate series of Ivy Fund (the ``Acquiring 
Fund''). The Acquiring Fund is a series company organized as a 
Massachusetts business trust. The Acquiring Fund's Declaration of Trust 
authorizes the issuance of shares in different series and authorizes 
the trustees to establish and create additional series and designate 
the rights and preferences thereof. Pursuant to such authority, the 
trustees designated three new series of the Acquiring Fund to be known 
as Ivy Short-Term U.S. Government Securities Fund (``Ivy Short-Term 
Fund''), Ivy Canada Fund, and Ivy Global Fund (each a ``Series'').
    3. The Board approved the reorganization because the Acquiring Fund 
would have thirteen series with the capacity to spread certain expenses 
over a broader shareholder base. As a result, the Board believed that 
the reorganization would reduce the total operating and administrative 
expenses now borne by applicant. In addition, the Board believed that 
the reorganization would attract new shareholders and provide the 
potential to further produce economies of scale.
    4. The investment adviser for the Acquiring Fund, Ivy Management, 
Inc. is a wholly owned subsidiary of applicant's investment adviser, 
Mackenzie Investment Management, Inc. (``MIMI''). Accordingly, 
applicant and Acquiring Fund may be deemed to be affiliated persons by 
reason of being under the common control of the same investment 
adviser. Applicant therefore relied on the exemption provided by rule 
17a-8 under the Act to effect the transaction. Consequently, the 
trustees of Acquiring Fund determined, in accordance with rule 17a-8, 
that the purchase of the assets of applicant by Acquiring Fund was in 
the best interest of the shareholders of Acquiring Fund, and that such 
purchase would not result in any dilution to the interests of the 
existing shareholders of Acquiring Fund.\1\

    \1\ Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be affiliated persons of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    5. On September 30, 1994 preliminary copies of proxy materials were 
filed with the SEC. On October 25, 1994, definitive proxy materials 
were distributed to applicant's shareholders and transmitted to the SEC 
on November 4, 1994.
    6. On December 31, 1994, Government Fund's shareholders approved 
the reorganization plan. On that date, applicant transferred all of 
Government Fund's assets and liabilities to Ivy Short-Term Fund in 
exchange for delivery to applicant of shares of beneficial interest, 
Class A and Class I shares, of Ivy Short-Term Fund. On that date, 
Government Fund had 903,236 Class A shares outstanding, and no Class I 
shares outstanding, with an aggregate and per share net asset value of 
$8,571,658 and $9.49, respectively.
    7. On January 27, 1995, Canada Fund's shareholders approved the 
reorganization plan. On January 31, 1995, applicant transferred all of 
Canada Fund's assets and liabilities to Ivy Canada Fund in exchange for 
delivery to applicant of shares of beneficial interest, Class A and 
Class B shares, of Ivy Canada Fund. On that date, Canada Fund had 
2,427,795.891 Class A shares outstanding, and 86,088.201 Class B shares 
outstanding, with an aggregate and per share net asset value of 
$19,896,976.18 and $7.91, respectively.
    8. On January 27, 1995, Global Fund's shareholders approved the 
reorganization plan. On January 31, 1995, applicant transferred all of 
Global Fund's assets and liabilities to Ivy Global Fund in exchange for 
delivery to applicant of shares of beneficial interest, Class A and 
Class B shares, of Ivy Global Fund. On that date, Global Fund had 
1,711,237.631 Class A shares outstanding, and 270,011.532 Class B 
shares outstanding, with an aggregate and per share net asset value of 
$21,204,845.52 and $10.72, respectively.
    9. Shares of each Series were immediately distributed to 
applicant's shareholders. Each shareholder of the applicant received, 
in exchange for his or her shares in the applicant, an equal number of 
shares of each Series having a net asset value equal to the net asset 
value of his or her shares in the applicant immediately prior to the 
reorganization.
    10. Total expenses of the reorganization were $28,669 for 
Government Fund, $35,261 for Canada Fund, and $30,963 for Global Fund. 
Of those amounts, applicant bore $7,228, $8,588, and $7,719, 
respectively, and the remainder was borne by MIMI and the Acquiring 
Fund. Such expenses were for printing, mailing, and proxy solicitation 
fees. The expenses of the dissolution and winding up of applicant's 
affairs are expected to be $9,000 and will be borne equally by 
Government Fund, Canada Fund, and Global Fund. Any such expenses in 
excess of $9,000 shall be borne by MIMI.
    11. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is neither engaged 
in nor proposes to engage in any business activities other than those 
necessary for the winding-up of its affairs.
    12. On December 30, 1994, applicant terminated Government Fund's 
existence as a Maryland corporation. On January 31, 1995, applicant 
terminated [[Page 29907]] Canada and Global Fund's existence as 
Maryland corporations.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-13801 Filed 6-5-95; 8:45 am]
BILLING CODE 8010-01-M