UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
Application for Deregistration of Certain Registered Investment Companies
I. General Identifying Information
1. Reasons fund is applying to deregister (check only one; for
descriptions, see Instruction I above):
[ ] Merger
[ ] Liquidation
[X] Abandonment of Registration
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
[ ] Election of Status as a Business Development Company
(Note: Business Development Companies answer only questions
1 through 10 of this form and complete verification at the
end of the form.)
2. Name of fund:
The Universal Funds
3. Securities and Exchange Commission File No: 811-9627
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
Via Mizner Financial Plaza
700 South Federal Highway - Suite 300
Boca Raton, Florida 33432
<PAGE>
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form.
Joseph R. Fleming
Dechert Price & Rhoads
Ten Post Office Square - South
Boston, MA 02109
(617) 728-7161
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Ivy Mackenzie Services Corp.
Via Mizner Financial Plaza
700 South Federal Highway, Suite 300
Boca Raton, FL 33432
(800) 777-6472
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
Ivy Management, Inc.
700 South Federal Highway
Boca Raton, FL 33432
1-800-456-5111
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Ivy Mackenzie Distributors, Inc.
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, FL 33432
(800) 456-5111
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Not applicable.
(b) Trustee's name(s) and address(es):
Not applicable.
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
FILE NO.: 811-
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
The fund's sole trustee executed a written consent on December 28,
1999 to deregister the fund.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain:
The fund never had any shareholders because the fund's registration
statement never became effective and no shares were issued.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[ ] Yes [X] No
<PAGE>
(a) If Yes, list the date(s) on which the fund made those
distributions:
(b) Were the distributions made on the basis of net assets?
[ ] Yes [ ] No
(c) Were the distributions made pro rata based on shared ownership
[ ] Yes [ ] No
<PAGE>
(d) If No to (b) or (c) above, describe the method of distributions
to shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[ ] Yes [ ] No
Not applicable.
If No,
(a) How many shareholders doe the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount for each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liabilities:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above):
Not applicable.
<PAGE>
(b) How were those expenses allocated?
Not applicable.
(c) Who paid those expenses?
Not applicable.
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable.
23. Has the fund previously filed an application for an order of the
commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
Not applicable.
<PAGE>
(b) State the Investment Company Act file number of the fund
surviving the Merger:
Not applicable.
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and dated
the agreement was filed:
Not applicable.
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
Not applicable.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of The Universal Funds, (ii) he is the President of The Universal
Funds, and (iii) all actions by shareholders, directors, and any other body
necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his knowledge,
information and belief.
/S/ C. WILLIAM FERRIS
Name: C. William Ferris
Title: President
