-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BwYJHu3r1LyEyScp4jBYDN21Jo8yoxpq8GNSO5X+aXOJiuwaFcINBL9klraXErgC OCzR0AIRiQMmF1Dj68l/BA== /in/edgar/work/20000802/0000945621-00-000604/0000945621-00-000604.txt : 20000921 0000945621-00-000604.hdr.sgml : 20000921 ACCESSION NUMBER: 0000945621-00-000604 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000802 EFFECTIVENESS DATE: 20000802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVY FUND CENTRAL INDEX KEY: 0000052858 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 046006759 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-35436 FILM NUMBER: 684615 BUSINESS ADDRESS: STREET 1: 700 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 300 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 407-393-8900 MAIL ADDRESS: STREET 1: P. O. BOX 5007 CITY: BOCA RATON STATE: FL ZIP: 33431-0807 485BPOS 1 0001.txt KATE T. ALEN FILING 8/2/00 As filed electronically with the Securities and Exchange Commission on August 2, 2000 (File No. 333-35436) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. / 1 / IVY FUND (Exact Name of Registrant as Specified in Charter) Via Mizner Financial Plaza, 700 South Federal Highway - Suite 300 Boca Raton, Florida 33432 (Address of Principal Executive Offices) (Zip Code) (800) 777-6472 (Registrant's telephone number) C. William Ferris Mackenzie Investment Management Inc. Via Mizner Financial Plaza 700 South Federal Highway - Suite 300 Boca Raton, Florida 33432 (Name and Address of Agent for Service) with copies to: Joseph R. Fleming, Esq. Dechert Price & Rhoads Ten Post Office Square - South Boston, MA 02109-4603 This Amendment is being filed solely for the purpose of adding an exhibit to Registrant's Registration Statement on Form N-14, filed with the Commission on April 21, 2000 (the "Registration Statement"). Parts A and B of this Post-Effective Amendment No. 1 are incorporated by reference to the Registration Statement. Part C is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement, filed with the Commission on May 19, 2000, except that Item 16, Part 12 and Item 17 are restated in their entirety as indicated herein. 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, filed on April 21, 2000 with Registrant's Registration Statement on Form N-14 (the "Registration Statement") and incorporated by reference herein, is filed herewith pursuant to the undertaking made in Item 17, Part 3 of Part C filed on May 19, 2000 with Pre-Effective Amendment No. 1 to the Registration Statement. ITEM 17. UNDERTAKINGS. (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-14 has been signed on behalf of the Registrant in the City of Boston and Commonwealth of Massachusetts on the 2nd day of August, 2000. IVY FUND /s/ James W. Broadfoot* By: James W. Broadfoot President By: /s/ Joseph R. Fleming Joseph R. Fleming, Attorney-in-fact Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE /s/ John S. Anderegg, Jr.* Trustee 8/2/00 /s/ Paul H. Broyhill* Trustee 8/2/00 /s/ James W. Broadfoot* Trustee And President 8/2/00 /s/ Keith J. Carlson* Trustee And Chairman 8/2/00 (Chief Executive Officer) /s/ Stanley Channick* Trustee 8/2/00 /s/ C. William Ferris* Secretary/Treasurer (Chief 8/2/00 Financial Officer) /s/ Roy J. Glauber* Trustee 8/2/00 /s/ Joseph G. Rosenthal* Trustee 8/2/00 /s/ Richard N. Silverman* Trustee 8/2/00 /s/ J. Brendan Swan* Trustee 8/2/00 /s/ Dianne Lister* Trustee 8/2/00 /s/ Edward M. Tighe* Trustee 8/2/00 By: /s/ Joseph R. Fleming Attorney-in-Fact * Executed pursuant to Powers of Attorney, filed with Registrant's Registration Statement on Form N-14 on April 21, 2000. EXHIBIT INDEX (12) Opinion and consent of Dechert Price & Rhoads supporting the tax matters and consequences to shareholders discussed in the Prospectus, filed on April 21, 2000 with Registrant's Registration Statement on Form N-14 EX-99.C4 2 0002.txt TAX OPINION EXHIBIT (12) DECHERT PRICE & RHOADS Ten Post Office Square, South Boston, Massachusetts 02109 (617) 728-7100 (617) 426-6567 (fax no.) June 28, 2000 Ivy Fund in respect of Ivy Pan-Europe Fund and Ivy European Opportunities Fund Via Mizner Financial Plaza 700 South Federal Highway Boca Raton, FL 33432 Gentlemen: You have requested our opinion regarding certain federal income tax consequences to Ivy Pan-Europe Fund ("Target"), a separate series of Ivy Fund (the "Trust"), to the holders of the shares of beneficial interest (the "shares") of Target (the "Target shareholders"), and to Ivy European Opportunities Fund ("Acquiring Fund"), also a separate series of the Trust, 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 April 17, 2000 (the "Reorganization"). For purposes of this opinion, we have examined and rely upon (1) the Plan, (2) the Form N-14, filed by the Trust on April 21, 2000, with the Securities and Exchange Commission, (3) the facts and representations contained in the letter dated June 28, 2000, addressed to us from the Trust on behalf of Target, (4) the facts and representations contained in the letter dated June 28, 2000, addressed to us from the Trust 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 Form N-14 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 the Trust with the Securities and Exchange Commission. Very truly yours, /s/DECHERT PRICE & RHOADS -----END PRIVACY-ENHANCED MESSAGE-----