As filed with the Securities and Exchange Commission
on November 16, 1999
File No. 333-83399
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 [X]
--------------------------
IVY FUND
(Exact Name of Registrant as Specified in Charter)
Via Mizner Financial Plaza, 700 South Federal Highway
Boca Raton, Florida 33432
(Address of Principal Executive Offices) (Zip Code)
(800) 456-5111
(Registrant's Area Code and Telephone Number)
with copies to:
C. William Ferris Joseph R. Fleming
Ivy Management, Inc. Dechert Price & Rhoads
Via Mizner Financial Plaza Ten Post Office Square - South
700 South Federal Highway Boston, MA 02109-4603
Boca Raton, FL 33432
--------------------------
This Amendment is being filed solely for the purpose of adding the
enclosed exhibit to this Registration Statement. Parts A, B, and C of this
Registration Statement on Form N-14 are incorporated by reference into this
Post-Effective Amendment No. 1 to the Registration Statement from the filing of
Pre-Effective Amendment No. 1 to the Registration Statement with the Securities
and Exchange Commission on August 19, 1999, except for part 12 of Item 16 of the
Registration Statement which is amended as indicated in Part C.
<PAGE>
PART C
OTHER INFORMATION
Item 16. EXHIBITS
12. Opinion and consent of Dechert Price & Rhoads supporting the tax
matters and consequences to shareholders discussed in the prospectus is filed
herewith pursuant to the undertaking made in Item 16, part 12, of Pre-Effective
Amendment No. 1 to the Registration Statement that the final tax opinion be
filed as a post-effective amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts on November 16, 1999.
IVY FUND
By: /s/ C. WILLIAM FERRIS*,
C. William Ferris, Secretary/Treasurer
*By: /s/ JOSEPH R. FLEMING
Joseph R. Fleming
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ KEITH J. CARLSON* President and Trustee 11/16/99
Keith J. Carlson
/s/ JOHN S. ANDEREGG, JR.* Trustee 11/16/99
John S. Anderegg, Jr.
/s/ PAUL H. BROYHILL* Trustee 11/16/99
Paul H. Broyhill
/s/STANLEY CHANNICK* Trustee 11/16/99
Stanley Channick
/s/ FRANK W. DEFRIECE, JR.* Trustee 11/16/99
Frank W. DeFriece, Jr.
/s/ ROY J. GLAUBER* Trustee 11/16/99
Roy J. Glauber
/s/ JOSEPH G. ROSENTHAL* Trustee 11/16/99
Joseph G. Rosenthal
/s/ RICHARD N. SILVERMAN* Trustee 11/16/99
Richard N. Silverman
/s/ J. BRENDAN SWAN* Trustee 11/16/99
J. Brendan Swan
/s/ C. WILLIAM FERRIS* Secretary/Treasurer (Principal 11/16/99
C. William Ferris Financial and Accounting Officer)
*By: /s/ JOSEPH R. FLEMING
Joseph R. Fleming
Attorney-in-Fact
November 16, 1999
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on July 21, 1999.
<PAGE>
EXHIBIT 12
September 29, 1999
The Fahnestock Funds
in respect of
Hudson Capital Appreciation Fund
125 Broad Street
New York, New York 10004
Ivy Fund
in respect of
Ivy US Emerging Growth Fund
Via Mizner Financial Plaza
700 South Federal Highway
Suite 300
Boca Raton, Florida 33432
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to Hudson Capital Appreciation Fund ("Target"), a separate series
of The Fahnestock Funds ("Fahnestock"), to the holders of the shares of
beneficial interest (the "shares") of Target (the "Target shareholders"), and to
Ivy US Emerging Growth Fund ("Acquiring Fund"), a separate series of Ivy Fund
("Ivy"), in connection with the proposed transfer of substantially all of the
assets of Target to Acquiring Fund in exchange solely for voting shares of
beneficial interest of Acquiring Fund ("Acquiring Fund shares"), followed by the
distribution of such Acquiring Fund shares received by Target in complete
liquidation, all pursuant to the Agreement and Plan of Reorganization (the
"Plan") dated August 19, 1999 (the "Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Plan, (2) the Proxy Statement/Prospectus filed by Ivy with the Securities and
Exchange Commission, (3) the facts and representations contained in the letter
dated September 29, 1999, addressed to us from Fahnestock on behalf of Target,
(4) the facts and representations contained in the letter dated September 29,
1999 addressed to us from Ivy on behalf of Acquiring Fund, and (5) such other
documents and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), United States Treasury regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Proxy
Statement referred to above.
Based upon the foregoing, it is our opinion that:
(1) The acquisition by Acquiring Fund of substantially all of the
assets of Target in exchange solely for Acquiring Fund shares, followed by the
distribution of such Acquiring Fund shares to the Target shareholders in
exchange for their Target shares in complete liquidation of Target, will
constitute a reorganization within the meaning of Section 368(a) of the Code.
Acquiring Fund and Target will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized to Target upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund shares, or upon the distribution to the Target shareholders of
the Acquiring Fund shares.
(3) No gain or loss will be recognized by Acquiring Fund upon the
receipt of Target's assets in exchange for Acquiring Fund shares.
(4) The basis of the assets of Target in the hands of Acquiring Fund
will be, in each instance, the same as the basis of those assets in the hands of
Target immediately prior to the Reorganization exchange.
(5) The holding period of Target's assets in the hands of Acquiring
Fund will include the period during which the assets were held by Target.
(6) No gain or loss will be recognized to the Target shareholders upon
the receipt of Acquiring Fund shares solely in exchange for Target shares.
(7) The basis of the Acquiring Fund shares received by the Target
shareholders will be the same as the basis of the Target shares surrendered in
exchange therefor.
(8) The holding period of the Acquiring Fund shares received by the
Target shareholders will include the holding period of the Target shares
surrendered in exchange therefor, provided that such Target shares were held as
capital assets in the hands of the Target shareholders upon the date of the
exchange.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 to be filed by Acquiring Fund with the
Securities and Exchange Commission.
Very truly yours,
/S/ DECHERT PRICE & RHOADS
Dechert Price & Rhoads
