SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________________ to__________________~~ to

Commission File No. 000-17994

MACKENZIE INVESTMENT MANAGEMENT INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 925 South Federal Highway, Suite 600 Boca Raton, FL (Address of principal executive offices) 59-2522153 (IRS Employer Identification No.) 33432 (Zip Code)


Delaware (State or other jurisdiction of incorporation or organization)		59-2522153 (IRS Employer Identification No.)

925 South Federal Highway, Suite 600 Boca Raton, FL (Address of principal executive offices)		33432 (Zip Code)

Registrant’s telephone number, including area code (561) 393-8900

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X ] NO [ ]

As of ~~August~~November 126, 2002, there were 18,655,550 shares of the Registrant’s Common Stock, par value $.01 per share, issued and outstanding.

TABLE OF CONTENTS

PART 1. — FINANCIAL INFORMATION
~~Item 1. Condensed Financial Statements~~	Item 1. Condensed Financial Statements
~~Condensed Consolidated Balance Sheets~~		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Operations
		Condensed Consolidated Statement of Changes in Stockholders’ Equity
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Securities Holders
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
~~SIGNATURES~~	SIGNATURES
Amendment to Change in Control Agreement
TRANSACTION BONUS SUMMARY
Amendment to Change in Control Agreement - Carlson
CERTIFICATION OF THE C.E.O.
CERTIFICATION OF C.F.O.

MACKENZIE INVESTMENT MANAGEMENT INC.

Index to Form 10-Q

Part I

FINANCIAL INFORMATION

		~~Page~~	Page
Item 1.	CONDENSED FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets	3		1
	Condensed Consolidated Statements of Operations	4		2
	Condensed Consolidated Statement of Changes in Stockholders’ Equity	5
	Condensed Consolidated Statement of Changes in
	Condensed Consolidated Statements of Cash Flows	6
	Stockholders' Equity			3
	Notes to Condensed Consolidated Financial Statements	7-9
	Condensed Consolidated Statements of Cash Flows			4
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10-12
	Notes to Condensed Consolidated Financial Statements			5-7
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13-15
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
Part II
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS			8-14
OTHER INFORMATION
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			14-15
Item 1.	LEGAL PROCEEDINGS	15
Item 4.	CONTROLS AND PROCEDURES			15-16
Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS	15
	Part II
Item 3.	DEFAULTS UPON SENIOR SECURITIES	15
	OTHER INFORMATION
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS	15
Item 1.	LEGAL PROCEEDINGS			16
Item 5.	OTHER INFORMATION	15
Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS			16
Item 6.	EXHIBITS AND REPORTS ON FORM 8-K	15
Item 3.	DEFAULTS UPON SENIOR SECURITIES			16
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			16
Item 5.	OTHER INFORMATION			16
Item 6.	EXHIBITS AND REPORTS ON FORM 8-K			17

PART 1. — FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

MACKENZIE INVESTMENT MANAGEMENT INC. Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets


			September 30,
			2002			March 31,
			(Unaudited)			2002

ASSETS:
Cash and cash equivalents			$	45,820,255		$	46,927,723
Marketable securities				1,763,521			2,271,247
Receivables:
	Funds for fees and expense advances			969,445			1,645,813
	Other			534,242			727,831
Property and equipment, net of accumulated depreciation of $769,089 as of September 30, 2002 and $926,346 as of March 31, 2002				2,215,518			2,493,398
Intangible assets, net of accumulated amortization of $11,050,949 as of September 30, 2002 and $10,430,035 as of March 31, 2002				2,414,046			3,034,960
Deferred selling commissions				2,959,509			3,302,695
Other assets				925,079			547,039

		Total assets	$	57,601,615		$	60,950,706

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Liabilities:
	Payable to Funds for purchases of Funds’ shares and expense reimbursements		$	148,551		$	302,272
	Accounts payable			1,047,136			234,702
	Accrued expenses and other liabilities			2,282,254			3,253,239
	Restructuring costs			—			224,835

		Total liabilities		3,477,941			4,015,048

Commitments and contingencies
Stockholders’ equity:
	Capital stock, $0.01 par value, 100,000,000 shares authorized; 18,655,550 shares issued and outstanding			186,556			186,556
	Additional paid-in capital			38,609,953			38,609,953
	Retained earnings			15,600,867			18,095,975
	Accumulated other comprehensive (loss) income, net of tax			(273,702	)		43,174

		Total stockholders’ equity		54,123,674			56,935,658

		Total liabilities and stockholders’ equity	$	57,601,615		$	60,950,706

			June 30,
			2002			March 31
			(Unaudited)			2002
ASSETS:
Cash and cash equivalents			$	45,596,342		$	46,927,723
Marketable securities				2,140,435			2,271,247
Receivables:
	Funds for fees and expense advances			1,071,020			1,645,813
	Other			754,366			727,831
Property and equipment, net of accumulated depreciation of $1,084,339 as of June 30, 2002 and $926,346 as of March 31, 2002				2,363,157			2,493,398
Intangible assets, net of accumulated amortization of $10,740,491 as of June 30, 2002 and $10,430,035 as of March 31, 2002				2,724,503			3,034,960
Deferred selling commissions				3,142,369			3,302,695
Other assets				883,590			547,039
		Total assets	$	58,675,782		$	60,950,706
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Liabilities:
	Payable to Funds for purchases of Funds’ shares and expense reimbursements		$	296,309		$	302,272
	Accounts payable			192,256			234,702
	Accrued expenses and other liabilities			1,749,224			3,143,044
	Restructuring costs			110,198			224,835
	Deferred taxes			—			110,195
		Total liabilities		2,347,987			4,015,048
Commitments and contingencies
Stockholders’ equity:
	Capital stock, $0.01 par value, 100,000,000 shares authorized; 18,655,550 shares issued and outstanding			186,556			186,556
	Additional paid-in capital			38,609,953			38,609,953
	Retained earnings			17,569,804			18,095,975
	Accumulated other comprehensive (loss) income, net of tax			(38,518	)		43,174
		Total stockholders’ equity		56,327,795			56,935,658
		Total liabilities and stockholders’ equity	$	58,675,782		$	60,950,706

The accompanying notes are an integral part of these condensed consolidated financial statements.

MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Statements of Operations
(Unaudited)


		Three months ended						Six months ended
		September 30,						September 30,

		2002			2001			2002			2001

Revenues:
	Management fees	$	1,666,299		$	3,139,254		$	3,764,507		$	6,883,285
	Sub-advisory fees from Canadian Funds		1,455,542			1,781,059			3,117,307			3,731,896
	12b-1 Service and Distribution fees		606,315			1,057,664			1,350,772			2,307,521
	Transfer agent fees		—			—			—			627,384
	Administrative services fees		199,241			346,994			445,543			758,496
	Fund accounting fees		164,483			185,219			336,036			375,900
	Underwriting fees		11,070			12,624			32,085			33,787
	Redemption fees		169,245			222,412			356,305			548,149
	Interest, dividends and other		197,088			325,974			402,294			839,896

			4,469,283			7,071,200			9,804,849			16,106,314

Expenses:
	Sales literature, advertising and promotion		396,394			458,376			690,272			1,279,594
	12b-1 Service fees		413,650			757,582			951,905			1,676,422
	Employee compensation and benefits		2,555,508			3,273,954			5,588,556			6,896,164
	Sub-advisory fees		56,101			72,475			120,435			163,443
	Amortization of intangible assets		310,457			310,457			620,914			620,914
	Amortization of deferred selling commissions		314,230			448,710			638,480			1,038,833
	Depreciation		147,639			140,044			305,632			301,630
	General and administrative		1,761,238			843,129			2,374,954			1,842,880
	Occupancy and equipment rental		295,630			390,187			600,915			768,324
	Reimbursement to Funds for expenses		459,291			532,146			917,782			973,833

			6,710,138			7,227,060			12,809,845			15,562,037

(Loss) income before income taxes			(2,240,855	)		(155,860	)		(3,004,996	)		544,277
	(Benefit) provision for income taxes		(458,473	)		(33,694	)		(696,444	)		236,921

Net (loss) income		$	(1,782,382	)	$	(122,166	)	$	(2,308,552	)	$	307,356

Basic (loss) earnings per share		$	(0.10	)	$	(0.01	)	$	(0.12	)	$	0.02

Weighted average number of common shares outstanding used in basic calculation			18,655,550			18,667,529			18,655,550			18,667,529

Diluted (loss) earnings per share		$	(0.10	)	$	(0.01	)	$	(0.12	)	$	0.02

Weighted average number of common and common equivalent shares outstanding used in diluted calculation*			18,655,550			18,667,529			18,655,550			18,677,962

•

Weighted average common stock equivalents of 523 and 993 for the three and six-month period ended September 30, 2002, respectively, and 495 for the three month period ended September 30, 2001 have been excluded from the diluted calculation, due to their anti-dilutive effect in a net loss period.

The accompanying notes are an integral part of these condensed consolidated financial statements.

MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the six months ended September 30, 2002
(Unaudited)


										Accumulated
										Other
	Capital Stock				Additional					Comprehensive			Total
					Paid-in		Retained			Income (loss),			Stockholders'
	Shares		Amount		Capital		Earnings			net of tax			Equity

Balance, March 31, 2002		18,655,550	$	186,556	$	38,609,953	$	18,095,975		$	43,174		$	56,935,658
Other comprehensive loss, net of tax		—		—		—		—			(316,876	)		(316,876	)
Cash dividends on common stock, $0.01 per share		—		—		—		(186,556	)		—			(186,556	)
Net loss for the period		—		—		—		(2,308,552	)		—			(2,308,552	)

Balance, September 30, 2002		18,655,550	$	186,556	$	38,609,953	$	15,600,867		$	(273,702	)	$	54,123,674

The accompanying notes are an integral part of these condensed consolidated financial statements.

MACKENZIE INVESTMENT MANAGEMENT INC. Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited)


				Six months ended
				September 30,

				2002			2001

Cash flows from operating activities:
	Net (loss) income			$	(2,308,552	)	$	307,356
	Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
		Depreciation			305,632			301,630
		Loss on disposal of property and equipment			—			66,111
		Amortization of intangible assets			620,914			620,914
		Amortization of deferred selling commissions			638,480			1,038,833
		Amortization of unearned compensation			—			80,068
		Deferred tax (benefit) expense			(273,140	)		298,407
		Payment of deferred selling commissions			(295,294	)		(296,059	)
		Change in assets and liabilities:
			Receivables		869,957			1,114,764
			Other assets		(23,912	)		(505,074	)
			Payable to Funds for purchases of Funds’ shares and expense reimbursements		(153,721	)		35,484
			Restructuring costs		(224,835	)		(1,300,746	)
			Accounts payable, accrued expenses and other liabilities		(48,356	)		588,411

Net cash (used in) provided by operating activities					(892,827	)		2,350,099

Cash flows from investing activities:
	Purchases of property and equipment				(27,752	)		(1,575,327	)
	Purchases of marketable securities				(333	)		(1,314	)

Net cash used in investing activities					(28,085	)		(1,576,641	)

Cash flows from financing activities:
	Capital contribution				—			372,475
	Dividends paid				(186,556	)		(187,418	)

Net cash (used in) provided by financing activities					(186,556	)		185,057

Net (decrease) increase in cash and cash equivalents					(1,107,468	)		958,515
Cash and cash equivalents, beginning of period					46,927,723			44,797,238

Cash and cash equivalents, end of period				$	45,820,255		$	45,755,753

		Three months ended June 30,
		2002			2001
Revenues:
	Management fees	$	2,098,208		$	3,744,032
	Sub-advisory fees from Canadian Funds		1,661,765			1,950,837
	12b-1 Service and Distribution fees		744,457			1,249,857
	Transfer agent fees		—			636,384
	Administrative services fees		246,302			411,502
	Fund accounting fees		171,553			190,681
	Underwriting fees		21,015			21,163
	Redemption fees		187,059			325,737
	Interest, dividends and other		205,207			504,920
			5,335,566			9,035,113
Expenses:
	Sales literature, advertising and promotion		293,877			821,219
	12b-1 Service fees		538,255			918,840
	Employee compensation and benefits		3,033,048			3,622,210
	Sub-advisory fees		64,334			90,968
	Amortization of intangible assets		310,457			310,457
	Amortization of deferred selling commissions		324,250			590,123
	Depreciation		157,993			161,586
	General and administrative		613,718			999,750
	Occupancy and equipment rental		305,285			378,137
	Reimbursement to Funds for expenses		458,491			441,688
			6,099,708			8,334,978
(Loss) income before income taxes			(764,142	)		700,135
	(Benefit) provision for income taxes		(237,971	)		270,615
Net (loss) income		$	(526,171	)	$	429,520
Basic (loss) earnings per share		$	(0.03	)	$	0.02
Weighted average number of common shares outstanding used in basic calculation			18,655,550			18,660,342
Diluted (loss) earnings per share		$	(0.03	)	$	0.02
Weighted average number of common and common equivalent shares outstanding used in diluted calculation*			18,655,550			18,723,378

• Weighted average common stock equivalents of 4,994 for the quarter ended June 30, 2002 have been excluded from the diluted calculation due to their anti-dilutive effect.

The accompanying notes are an integral part of these condensed consolidated financial statements.

MACKENZIE INVESTMENT MANAGEMENT INC. Notes to Condensed Consolidated Financial Statements September 30, 2002 (Unaudited)

Condensed Consolidated Statement of Changes in Stockholders’ Equity For the three months ended June 30, 2002 (Unaudited)

1.		Basis of Presentation

		The unaudited interim condensed consolidated financial statements of Mackenzie Investment Management Inc. (“MIMI”) and its consolidated subsidiaries (the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, these condensed consolidated financial statements include all appropriate adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the periods shown. Certain prior year amounts have been reclassified to conform to current year presentation. The results of operations for the six-month period ended September 30, 2002 are not necessarily indicative of the results of operations to be expected for the year ended March 31, 2003 (See Note 6 “Sale and Dissolution of MIMI”). These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2002.

2.		Comprehensive (loss) income

		For the three and six-month periods ended September 30, 2002 and 2001, comprehensive (loss) income consisted of the following:

																		Accumulated
			Three months ended								Six months ended
																		Other
			September 30,								September 30,
		Capital Stock								Additional								Comprehensive			Total
			2002				2001				2002				2001
										Paid-in				Retained				Income (Loss),			Stockholders'
Net (loss) income			$	(1,782,382	)		$	(122,166	)		$	(2,308,552	)		$	307,356
		Shares				Amount				Capital				Earnings				net of tax			Equity
Other comprehensive loss:
Balance, March 31, 2002			18,655,550			$	186,556			$	38,609,953			$	18,095,975			$	43,174		$	56,935,658
	Unrealized holding losses arising during the period, net of tax			(235,184	)			(233,957	)			(316,876	)			(216,986	)
Other comprehensive loss, net of tax			—				—				—				—				(81,692	)		(81,692	)
	Other comprehensive loss			(235,184	)			(233,957	)			(316,876	)			(216,986	)
Net loss for the quarter			—				—				—				(526,171	)			—			(526,171	)
Comprehensive (loss) income			$	(2,017,566	)		$	(356,123	)		$	(2,625,428	)		$	90,370
Balance, June 30, 2002			18,655,550			$	186,556			$	38,609,953			$	17,569,804			$	(38,518	)	$	56,327,795

~~The~~At ~~accompanying~~September ~~notes~~30, ~~are~~2002 anand ~~integral~~March ~~part~~31, 2002, the Company’s accumulated other comprehensive (loss) income consists of ~~these~~unrealized ~~condensed~~appreciation ~~consolidated~~and ~~financial~~depreciation ~~statements~~on marketable securities. At September 30, 2002 and March 31, 2002, gross unrealized gains and losses on marketable securities were as follows:


		September 30,			March 31,
		2002			2002

Gross unrealized gains		$	20,844		$	69,223
Gross unrealized losses			(459,680	)		—

	Net unrealized (losses) gains	$	(438,836	)	$	69,223

~~MACKENZIE~~3. ~~INVESTMENT~~Earnings ~~MANAGEMENT~~Per ~~INC.~~ Share The following table reconciles the weighted average shares outstanding used to calculate basic and diluted earnings (loss) per share for the three and six-month periods ended September 30, 2002 and 2001:

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three months ended				Six months ended
	September 30,				September 30,

	2002		2001		2002		2001

Weighted average number of common shares outstanding used in basic calculation		18,655,550		18,667,529		18,655,550		18,667,529
Effect of dilutive stock options		—		—		—		10,433

Weighted average number of common and common equivalent shares outstanding used in the diluted calculation		18,655,550		18,667,529		18,655,550		18,677,962

Options to purchase common stock excluded from the computation of diluted earnings per share due to their antidilutive effect		1,079,000		1,446,000		1,079,000		1,435,567

				Three months ended
4.		Restructuring
				June 30,
		During the fourth quarter of the year ended March 31, 2001, the Company recorded a $3,032,000 restructuring charge to cover costs associated with the plan of outsourcing the transfer agency operations and downsizing the sales, marketing and other various support functions. During the same period, the Company made payments totaling approximately $1,262,000 for these costs. For the six-month period ended September 30, 2002, the Company made payments totaling approximately $225,000. As of September 30, 2002, all of the fiscal year 2001 restructuring costs have been paid in full.
				2002			2001
5.		Intangible Assets
Cash flows from operating activities:
		Intangible assets consist principally of the cost of investment advisory and service contracts. At September 30, 2002 and March 31, 2002, the gross cost of these assets was $13,464,994.
	Net (loss) income			$	(526,171	)	$	429,520
		At September 30, 2002, the estimated remaining aggregate amortization expense for intangible assets is as follows:
	Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
		Depreciation			157,993			161,586
		Amortization of intangible assets			310,457			310,457
		Amortization of deferred selling commissions			324,250			590,123
		Amortization of unearned compensation			—			40,034
		Deferred tax expense			(134,126	)		184,328
		Payment of deferred selling commissions			(163,924	)		(194,755	)
		Change in assets and liabilities:
			Receivables		548,258			466,898
			Other assets		(263,332	)		(283,541	)
			Payable to Funds for purchases of Funds’ shares and expense reimbursements		(5,963	)		101,731
			Restructuring costs		(114,637	)		(1,050,386	)
			Accounts payable, accrued expenses and other liabilities		(1,436,266	)		48,669
Net cash (used in) provided by operating activities					(1,303,461	)		804,664
Cash flows from investing activities:
	Purchases of property and equipment				(27,752	)		(77,571	)
	Purchases of marketable securities				(168	)		(646	)
Net cash used in investing activities					(27,920	)		(78,217	)
Net (decrease) increase in cash and cash equivalents					(1,331,381	)		726,447
Cash and cash equivalents, beginning of period					46,927,723			44,797,238
Cash and cash equivalents, end of period				$	45,596,342		$	45,523,685

The accompanying notes are an integral part of these condensed consolidated financial statements.


Six months ended March 31, 2003			$	620,900
Year ended March 31, 2004				1,241,800
		2005		100,200
		2006		100,200
		2007		100,200
	thereafter			250,700

		Total	$	2,414,000

~~MACKENZIE~~6. ~~INVESTMENT~~Sale ~~MANAGEMENT~~and ~~INC~~Dissolution of MIMI On August 29, 2002, MIMI, Mackenzie Financial Corporation (“MFC”), the indirect parent of MIMI, and Ivy Acquisition Corporation (“IAC”), a wholly-owned subsidiary of MFC and majority shareholder of MIMI, entered into an agreement with Waddell & Reed Financial, Inc. ~~Notes~~ (“W&R”), pursuant to ~~Condensed~~which ~~Consolidated~~MIMI ~~Financial~~is ~~Statements June~~ being indirectly sold to W&R (the “Transaction”). In connection with the Transaction, MFC transferred its ownership interest in MIMI to IAC. The Transaction is structured as a dissolution followed by a stock purchase valued at approximately $74 million, subject to certain adjustments. Following the expected approval by the MIMI shareholders of a plan of complete liquidation and dissolution of MIMI, MIMI will, upon dissolution, make a cash payment to shareholders of MIMI, other than IAC, and distribute all of its remaining assets and liabilities, including MIMI’s ownership interest in its subsidiaries, to IAC. MFC will then sell, and W&R has agreed to purchase, all of the outstanding shares of IAC, subject to certain closing conditions. Upon the closing of the Transaction, it is anticipated that MIMI will dissolve and each of MIMI’s subsidiaries will become wholly-owned subsidiaries of IAC and indirect wholly-owned subsidiaries of W&R. In connection with the Transaction, which is scheduled to close in December 2002, the Company incurred certain transaction costs. Such costs, totaling approximately $807,000 for the three and six month periods ended September 30, 2002 ~~(Unaudited)~~ , are included in “General and administrative” expenses in the Statement of Operations. Such amounts are expensed as incurred. 7. Cash Dividend on Common Stock On July 8, 2002, the Company declared a $0.01 per common share cash dividend to shareholders of record on July 18, 2002. The dividend was paid on July 26, 2002. 8. New Accounting Pronouncements On April 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The adoption of the statements did not impact the Company’s financial position, results of operations or cash flows.

1.		Basis of Presentation
		The unaudited interim condensed consolidated financial statements of Mackenzie Investment Management Inc. (“MIMI”) and its consolidated subsidiaries (the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, these condensed consolidated financial statements include all appropriate adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the periods shown. Certain prior year amounts have been reclassified to conform to current year presentation. The results of operations for the three-month period ended June 30, 2002 are not necessarily indicative of the results of operations to be expected for the year ended March 31, 2003. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2002.
2.		Comprehensive (loss) income
		For the three-month periods ended June 30, 2002 and 2001, respectively, comprehensive (loss) income consisted of the following:

		June 30,			June 30,
		2002			2001
Net (loss) income		$	(526,171	)	$	429,520
Other comprehensive (loss) income:
	Unrealized holding (losses) gains arising during the period, net of tax		(81,692	)		16,971
	Other comprehensive (loss) income		(81,692	)		16,971
Comprehensive (loss) income		$	(607,863	)	$	446,491

At June 30, 2002 and March 31, 2002, the Company’s accumulated other comprehensive (loss) income consists of unrealized appreciation and depreciation on marketable securities. At June 30, 2002 and March 31, 2002, gross unrealized gains and losses on marketable securities were as follows:

		June 30,			March 31,
		2002			2002
Gross unrealized gains		$	59,056		$	69,223
Gross unrealized losses			(120,814	)		—
	Net unrealized (losses) gains	$	(61,758	)	$	69,223

3. Earnings Per Share The following table reconciles the weighted average shares outstanding used to calculate basic and diluted earnings per share for the three-month periods ended June 30, 2002 and 2001.

	2002		2001
Weighted average number of common shares outstanding used in basic calculation		18,655,550		18,660,342
Effect of dilutive stock options		—		63,036
Weighted average number of common and common equivalent shares outstanding used in the diluted calculation		18,655,550		18,723,378

During the three-month periods ended June 30, 2002 and 2001, options to purchase 1,198,500 and 1,412,964 shares of common stock, respectively, were excluded from the computation of diluted earnings per share due to their antidilutive effect. 4. Restructuring During the fourth quarter of the year ended March 31, 2001, the Company recorded a $3,032,000 restructuring charge to cover costs associated with the plan of outsourcing the transfer agency operations and downsizing the sales, marketing and other various support functions. During the same period, the Company made payments totaling approximately $1,262,000 for these costs. For the three-month period ended June 30, 2002, the Company made payments totaling approximately $115,000. The Company completed the outsourcing of the transfer agency operation as of June 30, 2001. The Company anticipates that the remaining restructuring costs of approximately $110,000, which principally relates to lease obligations, will be paid from funds provided from operations in the ensuing three-month period. 5. Cash Dividend on Common Stock On July 8, 2002, the Company declared a $0.01 per common share cash dividend to shareholders of record on July 18, 2002. The dividend was paid on July 26, 2002. 6. Intangible Assets Intangible assets consist principally of the cost of investment advisory and service contracts. At June 30, 2002 and March 31, 2002, the gross cost of these assets was $13,464,994.

At June 30, 2002, the estimated remaining aggregate amortization expense for intangible assets is as follows:

Nine months ended March 31, 2003		$	931,400
Year ended March 31, 2004			1,242,800
	2005		100,200
	2006		100,200
	2007		100,200
	thereafter		249,700
	Total	$	2,724,500

7. New Accounting Pronouncements On April 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The adoption of the statements did not impact the Company’s financial position, results of operations or cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements in the Quarterly Report on Form 10-Q under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; the loss of, or the failure to replace, any significant sub-advisory relationships; changes in the relative investment performance; and investor sentiment for international investing. The Company wishes to caution readers not to place undue reliance on such forward-looking statements and remind readers that these forward-looking statements speak only as of the date of this Quarterly Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

GENERAL

MIMI is a public company listed on the Toronto Stock Exchange. Its majority shareholder, ~~Mackenzie~~is ~~Financial~~Ivy Acquisition Corporation (“~~MFC~~IAC”), awhich ~~Toronto-based investment counsel and mutual fund management company,~~ owns approximately 86% of the outstanding common shares of MIMI at ~~June~~September 30, 2002. During the three month period ended September 30, 2002, Mackenzie Financial Corporation (“MFC”) transferred its ownership interest in MIMI to IAC. IAC is a wholly owned subsidiary of MFC, a Toronto-based investment counsel and mutual fund management company. MFC is a wholly owned subsidiary of Investors Group Inc. MIMI is an investment adviser and has three wholly owned subsidiaries, as follows:

	•		Ivy Management, Inc. (“IMI”), an investment adviser;

	•		Ivy Mackenzie Distributors, Inc. (“IMDI”), a broker/dealer; and

	•		Ivy Mackenzie Service Corp. (“IMSC”), formerly a transfer agent.

On August 29, 2002, MIMI, MFC, the indirect parent of MIMI, and IAC, a wholly-owned subsidiary of MFC and majority shareholder of MIMI, entered into an agreement with Waddell & Reed Financial, Inc. (“W&R”), pursuant to which MIMI is being indirectly sold to W&R (the “Transaction”). In connection with the Transaction, MFC transferred its ownership interest in MIMI to IAC. The Transaction is structured as a dissolution followed by a stock purchase valued at approximately $74 million, subject to certain adjustments.

Following the expected approval by the MIMI shareholders of a plan of complete liquidation and dissolution of MIMI, MIMI will, upon dissolution, make a cash payment to shareholders of MIMI, other than IAC, and distribute all of its remaining assets and liabilities, including MIMI’s ownership interest in its subsidiaries, to IAC. MFC will then sell, and W&R has agreed to purchase, all of the outstanding shares of IAC, subject to certain closing conditions. Upon the closing of the Transaction, it is anticipated that MIMI will dissolve and each of MIMI’s subsidiaries will become wholly-owned subsidiaries of IAC and indirect wholly-owned subsidiaries of W&R.

The Company’s principal business activities are carried on solely in the United States and include:

• Managing public mutual funds offered in the U.S. by Ivy Fund (the “U.S. Funds”) which is a U.S. open-end series investment company registered under the Investment Company Act of 1940, as amended; • Providing investment advisory services to the U.S. Funds and sub-advisory services to fifteen Universal Funds at June 30, 2002 sold only in Canada and managed by MFC (the “Canadian Funds”); • Providing sub-advisory services to four Premier Funds (the “Premier Funds”) at June 30, 2002 sold in the U.K., Ireland and Luxembourg and managed by Premier Asset Management PLC (“Premier”); MFC has a less than 25% beneficial interest in Premier as of June 30, 2002; • Underwriting, selling and otherwise distributing redeemable shares of the U.S. Funds in the U.S. through various distribution channels; and • Providing administrative and fund accounting services to the U.S. Funds.8

~~the~~• Managing public mutual ~~fund’s~~funds ~~portfolio~~offered ofin ~~investments~~the U.S. Asby Ivy Fund (the ~~level~~“U.S. ofFunds”) ~~assets~~which is a U.S. open-end series investment company registered under ~~management~~ ~~fluctuates~~the soInvestment ~~does~~Company ~~management~~Act of 1940, as amended; • Providing investment advisory services to the U.S. Funds and sub-advisory services to fifteen Universal Funds at September 30, ~~distribution~~2002 sold only in Canada and managed by MFC (the “Canadian Funds”); • Providing sub-advisory services to three Premier Funds (the “Premier Funds”) at September 30, 2002 sold in the U.K., Ireland and Luxembourg and managed by Premier Asset Management PLC (“Premier”); MFC has a less than 25% beneficial interest in Premier as of September 30, 2002; • Underwriting, selling and otherwise distributing redeemable shares of the U.S. Funds in the U.S. through various distribution channels; and • Providing administrative and fund accounting services ~~fee~~to ~~revenue~~the U. S. Funds.

The Company derives its revenues principally from on-going management fees and sub-advisory fees, calculated as a percentage of average daily net assets under management, and from fees related to services performed for the U.S. Funds under contracts for administrative and fund accounting services. The level of net assets under management is affected by gross sales, redemptions and changes in market values of the mutual fund’s portfolio of investments. As the level of assets under management fluctuates so do management, sub-advisory, distribution, and administrative services fee revenue.

RESULTS OF OPERATIONS

~~Three~~Six Months Ended ~~June~~September 30, 2002 Compared to ~~Three~~Six Months Ended ~~June~~September 30, 2001

Assets Under Management

Average net assets under management for the U. S. Funds decreased $~~672~~633 million, or 4243%, to $~~942~~842 million for the ~~three~~six-month period ended ~~June~~September 30, 2002, from $1,~~614~~475 million for the ~~three~~six-month period ended ~~June~~September 30, 2001. The Canadian Funds’ average net assets decreased to $1,~~574~~416 million for the ~~three~~six-month ~~period~~ period ended ~~June~~September 30, 2002 from $2,~~180~~031 million for the ~~three~~six-month period ended ~~June~~September 30, 2001, representing a decrease of $~~606~~615 million or 2830%.

The comparison of net assets under management for the U.S. Funds, Canadian Funds and Premier Funds is as follows:

(inIn millions, except percentages)

			Three Months Ended
			Six Months Ended						Dollar			Percent
			June 30,						Dollar			Percent
			September 30,
U.S. Funds:			2002			2001			Change			Change
Beginning net assets, March 31st			$	1,005		$	1,587		$	($582	)		(36.7	)
	Period activity:
		Sales		55110			~~155~~204			(~~100~~94	)		(6446.51	)
		Redemptions		(~~118~~232	)		(~~258~~423	)		(~~140~~191	)		(5445.32	)
		Net Sales/(Net Redemptions)		(63	)		(103	)		40			38.8
		Net Sales (Redemptions)		(122	)		(219	)		97			44.3
		Market Appreciation/(Depreciation), less distributions		(73	)		39			(112	)		(287.2	)
		Market Appreciation (Depreciation)		(231	)		(238	)		7			2.9
Ending net assets, June 30th			$	869		$	1,523		$	(654	)		(42.9	)
Ending net assets, September 30th			$	652		$	1,130			(478	)		(42.3	)
Canadian Funds’ net assets:			$	1,416		$	2,089		$	(673	)		(32.2	)
Canadian Funds’ net assets at September 30th:			$	1,151		$	1,626			(475	)		(29.2	)
Premier Funds’ net assets:			$	47		$	35		$	12			34.3
Premier Funds’ net assets at September 30th:			$	41		$	42			(1	)		(2.4	)

Ivy International Fund continues to represent a significant portion of the assets under management and the underlying net redemption activity. The following chart reflects this concentration:

(inIn millions, except percentages)

		For the Three Months
		Six Months
		ended June 30,						Changes
		ended September 30,						Changes
		2002			2001			$			%
U.S. Funds’ net assets		$	869		$	1,523		$	(654	)		(42.9	)
U.S. Funds’ net assets at September 30th		$	652		$	1,130			(478	)		(42.3	)
Ivy International Fund’s net assets			313			681			(368	)		(54.0	)
Ivy International Fund’s net assets at September 30th			213			514			(301	)		(58.6	)
	as a percentage of U.S. Funds’ net assets		36.0	%		44.7	%
	as a percent of U.S. Funds’ net assets		32.7	%		45.5	%
U.S. Funds’ sales		$	55110		$	~~155~~204		$	(~~100~~94	)		(6446.51	)
Ivy International Fund’s sales			2252			75105			(53	)		(7050.75	)
	as a percentage of U.S. Funds’ sales		40.0	%		48.4	%
	as a percent of U.S. Funds’ sales		47.3	%		51.5	%
U.S. Funds’ redemptions		$	~~118~~232		$	~~258~~423		$	(~~140~~191	)		(5445.32	)
Ivy International Fund’s redemptions			56116			~~141~~227			(85111	)		(6048.39	)
	as a percentage of U.S. Funds’ redemptions		47.5	%		54.7	%
	as a percent of U.S. Funds’ redemptions		50.0	%		53.7	%
Net sales/ (redemptions) excluding Ivy International Fund		$	(29	)	$	(37	)	$	8			(21.6	)
Net sales/(redemptions) excluding Ivy International Fund		$	(58	)	$	(97	)		39			40.2

Revenues

As described in further detail below, total revenues decreased by 39% for the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001.

Management fees decreased 45% for the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001 as a result of the decrease in the U.S. Funds’ net assets under management.

Sub-advisory fees from the Canadian Funds decreased 16% for the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001 as a result of the decrease in the average net assets of the Canadian Funds.

12b-1 Service and Distribution fees decreased 41% for the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001 due to the decrease in the U.S. Funds’ net assets under management.

Administrative services, fund accounting and transfer agent fees collectively decreased 56% for the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001 due to the decline in net assets under management and the outsourcing of the Company’s internal transfer agency as of June 30, 2001.

For the six-month period ended September 30, 2002 as compared to the six-month period ended September 30, 2001, underwriting fees have been consistent due to comparable Class A share sales sold subject to an initial sales charge and redemption fees have decreased 35%, due to a decrease in redemptions of Class B and C shares.

Interest, dividends and other revenue decreased 52% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001 due to a decrease in investment income earned as a result of declining interest rates.

Expenses

As described in further detail below, total expenses for the six-month period ended September 30, 2002 decreased 18% compared to the six-month period ended September 30, 2001.

Sales literature, advertising and promotion decreased 46% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001 due to a reduction in expenditures on advertising and other promotional activities in line with our general cost-savings efforts.

12b-1 Service fees paid to broker/dealers decreased 43% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001 due to the decrease in net assets under management.

Employee compensation and benefits decreased 19% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001. The decrease is due to an overall decrease in the number of employees as of September 30, 2002, which was 74 as compared to 89 at September 30, 2001, a comparative decrease of 17%.

Amortization of deferred selling commissions decreased 39% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001 due to a lower Class B and C share asset base as a result of Class B and C share sale and redemption activity.

General and administrative expenses increased 29% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001. The increase was attributable to approximately $807,000 in transaction costs incurred in the current period in connection with the indirect sale of MIMI to W&R (See Note 6 “Sale and Dissolution of MIMI”). The effect of the transaction costs was partially offset by the general cost savings realized as a result of the fiscal year 2001 restructuring, specifically the outsourcing of the transfer agency.

Occupancy and equipment rental decreased 22% for the six-month period ended September 30, 2002 compared to the six-month period ended September 30, 2001. The decrease is due to the portion of the current fiscal year occupancy expense that was accrued as part of the restructuring charge recorded in fiscal year 2001. Excluding the impact of the restructuring charge, occupancy and equipment rental expenses would have been comparative period to period.

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

Assets Under Management

Average net assets under management for the U.S. Funds decreased $594 million, or 44%, to $744 million for the three-month period ended September 30, 2002 from $1,338 million for the three-month period ended September 30, 2001. The Canadian Funds’ average net assets decreased to $1,261 million for the three-month period ended September 30, 2002 from $1,884 million for the three-month period ended September 30, 2001, representing a decrease of $623 million or 33%.

The change in net assets under management for the U.S. Funds is as follows:

(In millions, except percentages)


			Three Months Ended
			September 30,
									Dollar			Percent
U.S. Funds:			2002			2001			Changes			Changes

Beginning net assets, June 30th			$	869		$	1,523		$	(654	)		(42.9	)
	Period activity:
		Sales		56			48			8			16.7
		Redemptions		(114	)		(165	)		(51	)		(30.9	)

		Net Sales (Redemptions)		(58	)		(117	)		59			50.4
		Market Appreciation (Depreciation)		(159	)		(276	)		117			42.4

Ending net assets, September 30th			$	652		$	1,130			(478	)		(42.3	)

Ivy International Fund continues to represent a significant portion of the assets under management and the underlying net redemption activity. The following chart reflects this concentration:

(In millions, except percentages)


		Three Months
		ended September 30,						Changes

		2002			2001			$			%

U.S. Funds’ net assets at September 30th		$	652		$	1,130		$	(478	)		(42.3	)
Ivy International Fund’s net assets at September 30th			213			514			(301	)		(58.6	)
	As a percent of U.S. Funds’ net assets		32.7	%		45.5	%
U.S. Funds’ sales		$	56		$	48		$	8			16.7
Ivy International Fund’s sales			30			31			(1	)		(3.2	)
	As a percent of U.S. Funds’ sales		53.6	%		64.6	%
U.S. Funds’ redemptions		$	114		$	165		$	(51	)		(30.9	)
Ivy International Fund’s redemptions			60			87			(27	)		(31.0	)
	As a percent of U.S. Funds’ redemptions		52.6	%		52.7	%
Net sales/(redemptions) excluding Ivy International Fund		$	(28	)	$	(61	)	$	33			54.1

Revenues

As described in further detail below, total revenues decreased by 4137% for the three-month period ended ~~June~~September 30, 2002 as compared to the three-month ~~period~~ period ended ~~June~~September 30, 2001.

Management fees decreased 4447% for the three-month period ended ~~June~~September 30, 2002 as compared to the three-month period ended ~~June~~September 30, 2001 as a result of the decrease in the U.S. Funds’ net assets under management.

Sub-advisory fees from the Canadian Funds decreased 1518% for the three-month period ended ~~June~~September 30, 2002 as compared to the three-month period ended ~~June~~ September 30, 2001 as a result of the decrease in the average net assets of the ~~Canadian~~ Canadian Funds.

12b-1 Service and Distribution fees decreased 4043% for the three-month period ended ~~June~~September 30, 2002 as compared to the three-month period ended ~~June~~ September 30, 2001 due to the decrease in the U.S. Funds’ net assets under management.

Administrative service, fund accounting and transfer agent fees collectively decreased 66% for the three-month period ended June 30, 2002 as compared to the three-month period ended June 30, 2001 due to a decline in net assets under management and the outsourcing of the Company’s internal transfer agency as of June 30, 2001.

For the three-month period ended June 30, 2002 as compared to the three-month period ended June 30, 2001, underwriting fees have been consistent due to comparable Class A share sales and redemption fees have decreased 43% due to a decrease in redemptions of Class B and C shares.

Interest, dividends and other revenue decreased 59% for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001 due to a decrease in investment income earned as a result of declining interest rates.

Expenses

As described in further detail below, total operating expenses for the three-month period ended June 30, 2002 decreased 27% compared to the three-month period ended June 30, 2001.

Sales literature, advertising and promotion decreased 64% for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001 due to a re-focused and reduced marketing plan.

12b-1 Service fees paid to broker/dealers decreased 41% for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001 due to the decrease in net assets under management.

~~Employee~~Administrative ~~compensation~~services and ~~benefits~~fund accounting fees collectively decreased 1632% for the three-month period ended ~~June~~September 30, 2002 as compared to the three-month period ended ~~June~~September 30, 2001~~. The~~ ~~decrease is~~ due to ana ~~overall~~decline ~~decrease~~ in ~~the~~net ~~number~~assets ~~of employees as of~~under ~~June 30, 2002, which has decreased 15% from 89 at June 30, 2001, to 76 at June 30, 2002~~management.

~~Amortization~~For ~~of deferred selling commissions decreased 45% for~~ the three-month period ended ~~June~~September 30, 2002 as compared to the three-month period ended ~~June~~September 30, 2001, underwriting fees have decreased 12% due to ~~lower~~a decline in Class BA ~~and~~sales. CRedemption ~~share~~fees ~~asset~~have ~~base~~decreased as24%, adue to ~~result~~decreases in redemptions of Class B and C ~~share~~ ~~sale and redemption activity~~shares.

~~General~~Interest, dividends and ~~administrative~~other ~~expenses~~revenue decreased 3940% for the three-month period ended ~~June~~September 30, 2002 compared to the three-month period ended ~~June~~September 30, ~~2001.~~ ~~The~~2001 ~~decrease~~due ~~was attributable~~ to ~~the~~a ~~general~~decrease ~~cost~~in ~~savings~~investment ~~realized~~income earned as a result of ~~the 2001 restructuring, specifically the outsourcing~~ of ~~the transfer agency~~declining ~~operations~~interest rates.

~~Occupancy and equipment rental decreased 19% for the three-month period ended~~Expenses ~~June 30, 2002 compared to the three-month period ended June 30, 2001. The~~ decrease is due to the portion of the current fiscal year occupancy expense that was accrued as part of the restructuring charge recorded in fiscal year 2001. Excluding the impact of the restructuring charge, occupancy and equipment rental expenses would have been comparative quarter to quarter.

As described in further detail below, total expenses for the three-month period ended September 30, 2002 decreased 7% compared to the three-month period ended September 30, 2001.

Sales literature, advertising and promotion decreased 14% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001 due to a reduction in expenditures on advertising and other promotional activities in line with our general cost-savings efforts.

12b-1 Service fees paid to broker/dealers decreased 45% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001 due to the decrease in net assets under management.

Employee compensation and benefits decreased 22% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001. The decrease is due to an overall decrease in the number of employees as of September 30, 2002, which has decreased 17% to 74 as compared to 89 at September 30, 2001.

Amortization of deferred selling commissions decreased 30% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001 due to a lower Class B and C share asset base as a result of Class B and C share sale and redemption activity.

General and administrative expenses increased 109% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001. The increase was attributable to: (1) an increase in legal and insurance costs and (2) approximately $807,000 in transaction costs incurred in the current period in connection with the indirect sale of MIMI to W&R (See Note 6 “Sale and Dissolution of MIMI”).

Occupancy and equipment rental decreased 24% for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001. The decrease is due to the portion of the current fiscal year occupancy expense that was accrued as part of the restructuring charge recorded in fiscal year 2001. Excluding the impact of the restructuring charge, occupancy and equipment rental expenses would have been comparative period to period.

LIQUIDITY AND CAPITAL RESOURCES

~~Liquidity~~The Company’s liquidity and capital resources ~~are~~at September 30, 2002 were primarily derived from ~~the~~historical operating cash flows received by the Company from managing and providing investment advisory services to the ~~U.S.~~Ivy Funds and from providing sub-advisory services to the Canadian Funds. The Company manages its resources to ensure the availability of sufficient cash flows to meet all of its financial commitments. The Company believes the cash and cash equivalents at ~~June~~September 30, 2002, will be sufficient to meet working capital requirements and required capital expenditures for at least the next twelve months although the Company anticipates the dissolution of the Company in connection with the acquisition by W&R which is scheduled to close in December 2002 (see Note 6, “Sale and Dissolution of MIMI”).

The Company’s cash and cash equivalents decreased by approximately $1,~~331~~107,000 for the ~~three~~ six-month period ended ~~June~~September 30, 2002. The decrease resulted from: (1) cash used in operating activities of approximately $1893,~~303,~~000, primarily related to ~~reductions~~the ~~in accounts~~net ~~payable~~loss for the period, reductions in accrued expenses and other liabilities, ~~including~~ restructuring costs, and the payment of deferred selling commissions; (2) cash used in investing activities of approximately $28,000, primarily related to purchases of property and equipment; and (3) cash used in financing activities of approximately $187,000 for the payment of cash dividends on common stock.

The payment of deferred selling commissions to broker/dealers was approximately $~~164~~295,000 for the ~~three~~six-month period ended ~~June~~September 30, 2002 as compared to approximately $~~195~~296,000 for the ~~three~~six-month period ended ~~June~~September 30, 2001. ~~The~~ ~~decrease reflects a decline in~~ Class B and C fund share sales were consistent during the ~~three~~ six-month period ended ~~June~~September 30, 2002. Commission payments made during the ~~three~~ six-month periods ended ~~June~~September 30, 2002 and 2001 were funded internally from operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Competition

The financial services industry is highly competitive and has increasingly become a global industry. There are numerous open-end investment companies of varying sizes, investment policies and objectives whose shares are being offered to the public in the U.S. Given the large number of competitors in the U.S., the Company has focused its efforts on becoming an investment specialist with a worldwide perspective offering mutual funds with an emphasis on international investing. With this focus, the Company considers that it has narrowed the competitive field to a certain extent as it competes primarily with mutual fund managers that provide specialty mutual funds, such as international funds, to investors.

13The Company competes with the financial services and other investment alternatives offered by stock brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions. Many of the Company’s competitors have substantially greater resources than the Company. In addition, there has been a trend of consolidation in the mutual fund industry, which has resulted in stronger competitors. Such competition could negatively impact the Company’s market share, revenues and net income.

perspective offering mutual funds with an emphasis on international investing. With this focus, the Company considers that it has narrowed the competitive field to a certain extent as it competes primarily with mutual fund managers that provide specialty mutual funds, such as international funds, to investors.

The Company competes with the financial services and other investment alternatives offered by stock brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions. Many of the Company’s competitors have substantially greater resources than the Company. In addition, there has been a trend of consolidation in the mutual fund industry, which has resulted in stronger competitors. Such competition could negatively impact the Company’s market share, revenues and results of operations.

Asset Mix

The Company’s revenues are derived primarily from investment management activities. Broadly speaking, the direction and fluctuation in the net assets of the U.S. Funds, the Canadian Funds, and the Premier Funds (collectively, the “Funds”) depend upon two factors: (1) the level of sales of shares of the Funds as compared to redemptions of the shares of the Funds; and (2) the increase or decrease in the market value of the securities owned by the Funds. The Company is subject to an increased risk of volatility from changes in the global equity markets. ~~Despite this volatility, management believes that in the long run the~~ ~~Company is more competitive as a result of greater diversity of global~~ ~~investments available to its customers.~~

Market values are affected by many things, including the general condition of national and world economics and the direction and volume of changes in interest rates and/or inflation rates. Fluctuations in interest rates and in the yield curve will have an effect on fixed-income net assets under management as well as on the flow of monies to and from fixed-income funds and, as a result, will affect the Company’s revenues from such funds. The effects of the foregoing factors on equity funds and fixed-income funds often operate inversely and it is, therefore, difficult to predict the net effect of any particular set of conditions on the level of net assets under management.

Certain portions of the Company’s managed portfolios are invested in various securities of corporations located or doing business in developing regions of the world, commonly known as emerging markets. These portfolios and the Company’s revenues derived from the management of such portfolios are subject to significant risks of loss from, among other factors, unfavorable political and diplomatic developments, currency fluctuations, social instability, changes in governmental policies, expropriation, nationalization, confiscation of assets and changes in legislation relating to foreign ownership. Foreign trading markets, particularly in some emerging market countries, are often smaller, less liquid, less regulated and significantly more volatile.

Investor Sentiment for International Investing

Given the risk associated with investing in foreign and emerging markets, investors may from time to time be less supportive of investing in international funds than in U.S. equity or fixed income funds and sales of those Funds, which invest in these areas, may decrease.

Regulatory Environment

Virtually all aspects of the Company’s business are subject to various federal and state laws and regulations. The Company and its subsidiaries are registered with federal and state governmental agencies. These supervisory agencies have broad administrative powers, including the power to limit or restrict the Company from carrying on its business if it fails to comply with applicable laws and regulations. In the event of non-compliance, the possible sanctions that may be imposed include suspending individual employees, limiting the Company’s ability to engage in business for specified periods of time, revoking the investment advisor or broker-dealer registrations and censures and fines.

regulations. In the event of non-compliance, the possible sanctions that may be imposed include suspending individual employees, limiting the Company’s ability to engage in business for specified periods of time, revoking the investment advisor or broker-dealer registrations and censures and fines.

Absence of Public Trading Market

IAC, which is a wholly owned subsidiary of MFC, owns approximately 86% of the issued and outstanding common shares of the Company as of ~~June~~September 30, 2002. The shares have been thinly traded. Further, the number of common shares of MIMI held by persons other than ~~MFC~~IAC is very small by market standards and this may have an adverse impact on liquidity and trading of the common shares.

Item 4. Controls and Procedures

For the period ending September 30, 2002 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the President and Chief Executive Officer and the Vice President and Chief Financial Officer (the principal finance and accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, the President and Chief Executive Officer and the Vice President and Chief Financial Officer concluded that, as of September 30, 2002, the Company’s disclosure controls and procedures were adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission.

Additionally, the President and Chief Executive Officer and Vice President and Chief Financial Officer determined, as of September 30, 2002, that there were no significant changes in our internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the date of their evaluation.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are currently no material legal proceedings pending to which the Company or any of its subsidiaries is a party or of which any of its property is the subject. Further, there are no material legal proceedings to which any director, officer, or affiliate of the Company or any associate thereof is a party, which is adverse to the Company. There are no material administrative or or judicial proceedings pending or known to be contemplated by any governmental authorities.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of ~~Securities~~Security Holders

~~None~~At the Company’s Annual Meeting of Shareholders held on September 25, 2002, the election of the Board of Directors’ nominees was approved and the appointment of the auditors and the authorization of the Board of Directors to fix the remuneration of the auditors was approved.

Item 1: The shareholders voted to elect the nominees for directors as follows:


Name	Votes For		Votes Against		Abstentions

James W. Broadfoot III		16,135,685		—		400
Keith J. Carlson		16,135,685		—		400
Alan J. Dilworth		16,135,685		—		400
James L. Hunter		16,135,685		—		400
Ed Lill		16,135,685		—		400
Neil Lovatt		16,135,685		—		400
Alasdair J. McKichan		16,135,685		—		400
Allan S. Mostoff		16,135,685		—		400
Michael R. Peers		16,135,685		—		400

Item 2: The shareholders voted to approve the appointment of PricewaterhouseCoopers LLP as the Company’s auditors and for the directors to fix the remuneration of the auditors as follows:


Votes For	Votes Against		Abstentions

16,135,685		—		400

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

The following exhibit is filed herewith or incorporated by reference as indicated below.

Exhibit #	Description	Document if Incorporated by Reference
10.31.1	Amendment to Change in Control Agreement - Tom Bracco	Exhibit 10.31.1 filed herewith
2.1	Stock Purchase Agreement, dated as of August 29, 2002, by and among Mackenzie Financial Corporation, Mackenzie Investment Management Inc., Ivy Acquisition Corporation and Waddell & Reed Financial, Inc.	Previously filed as Appendix B to the Company’s preliminary proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on September 20, 2002 and incorporated herein by reference.
10.33.1	Amendment to Change in Control Agreement - Keith J. Carlson	Exhibit 10.33.1 filed herewith
2.2	Plan of Complete Liquidation and Voluntary Dissolution	Previously filed as Appendix A to the Company’s preliminary proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on September 20, 2002 and incorporated herein by reference.
10.51	Transaction Bonus – Summary	Filed herewith
99.1	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant To Section 906 of the Sarbanes Oxley Act of 2002	Filed herewith
99.2	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant To Section 906 of the Sarbanes Oxley Act of 2002	Filed herewith

(b) Reports on Form 8-K:

~~Shortly~~The ~~after the close of the quarter ended June 30, 2002 the~~ Company filed the following Current Reports on Form 8-K during the quarter ended September 30, 2002:

1. On September 6, 2002, the Company filed a Form 8-K under Item 5 announcing a definitive agreement respecting the sale of the Company and its entire operations to Waddell & Reed Financial, Inc. 2. On August 2, 2002, the Company ~~flied~~filed a Form 8-K under Item 5 announcing a change to the date and time of its Annual Meeting of Shareholders from Thursday, September 12, 2002 at 10:00 ~~a.m.~~am to Wednesday, September 25, 2002 at 9:00 aam.m. 23. On July 9, 2002, the Company filed a Form 8-K under Item 5 announcing its financial results for the fourth quarter and year ended March 31, 2002. In addition, the Company restated their results of operations and the corresponding statements of financial condition for each of the years ended March 31, 1999 through March 31, 2001 and the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001. 34. On July 8, 2002, the Company filed a Form 8-K under Item 5 announcing the declaration of a dividend of U.S. $0.01 per share to shareholders of record on July 18, 2002 with a payable date of July 26, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Name	Capacity	Date
/s/ KEITH J. CARLSON Keith J. Carlson	President and Chief Executive Officer	~~August~~November 97, 2002
/s/ BEVERLY YANOWITCH Beverly Yanowitch	Vice President and Chief Financial Officer	~~August~~November 97, 2002

1618

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES OXLEY ACT OF 2002

I, Keith J. Carlson, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Mackenzie Investment Management Inc.;

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


/s/ KEITH J. CARLSON Keith J. Carlson Chief Executive Officer		November 7, 2002 Date

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES OXLEY ACT OF 2002

I, Beverly Yanowitch, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Mackenzie Investment Management Inc.;

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


/s/ BEVERLY YANOWITCH Beverly Yanowitch Chief Financial Officer		November 7, 2002 Date

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Filing Compare · MACKENZIE INVESTMENT MANAGEMENT INC