Reg. ICA No. 811-8360
File No. 33-75340
As filed with the Securities and Exchange Commission on November 17, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
/X/ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/ / Pre-Effective Amendment No.
/X/ Post-Effective Amendment No. 3
and
/ / REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No.
GUINNESS FLIGHT INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
201 South Lake Avenue, Suite 510
Pasadena, California 91101
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (818) 795-0039
Susan Penry-Williams, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(Name and Address of Agent for Service)
Copy to:
Mr. James Atkinson
Guinness Flight Investment Funds
201 South Lake Avenue, Suite 510
Pasadena, California 91101
( ) It is proposed that this filing will become effective:
(x) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)
( ) on _________, 1995 pursuant to paragraph (a) of Rule 485.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Maximum Proposed Maximum Amount of
Securities Being Amount Being Offering Price Aggregate Offering Registra-
Registered Registered Per Unit* Price tion Fee**
- -------------------------------------------------------------------------------
Common stock of 6,000,000.00 $12.75 $76,500,000.00 $15,300.00
China & Hong
Kong Fund
Common Stock of 50,000.00 $12.82 $641,000.00 $128.20
Global Government
Bond Fund
- ----------
* Net asset value of each portfolio on November 13, 1995.
** Calculated pursuant to Rule 24e-2(a) under the Investment Company Act
of 1940. 169,448 shares of the China & Hong Kong Fund portfolio and
8,624 shares of the Global Government Bond Fund portfolio were redeemed
during the fiscal year ended December 31, 1994, none of which are being
used for "reduction" in this amendment, all of which were previously so
used in filings pursuant to Rule 24e-2(a) or 24f-2(c) during the
current fiscal year ending December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to its Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York on this 16th day of November, 1995 .
GUINNESS FLIGHT INVESTMENT FUNDS, INC.
By: /s/ Robert H. Wadsworth
Robert H. Wadsworth
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
-------------------------------------------------
/s/ Eric M. Banhazl Treasurer November 16, 1995
Eric M. Banhazl
/s/ Dr. Gunter Dufey Director November 16, 1995
Dr. Gunter Dufey
/s/ J. I. Fordwood Director November 16, 1995
J. I. Fordwood
/s/ Bret A. Herscher Director November 16, 1995
Bret A. Herscher
/s/ J. Brooks Reece, Jr. Director November 16, 1995
J. Brooks Reece, Jr.
*By:
Attorney-in-Fact
<PAGE>
EXHIBIT A
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
------
WRITER'S DIRECT NUMBER
(212) 715-9100
November 16, 1995
Guinness Flight Investment Funds, Inc.
201 South Lake Avenue, Suite 510
Pasadena, California 91101
Gentlemen:
We act as counsel to the Guinness Flight Investment Funds, Inc., a
Maryland corporation (the "Company"), in connection with the public offering of
the Company's shares of capital stock, par value $.001 per share, and on various
other securities and general corporate matters. We understand that, pursuant to
Rule 24e-2 under the Investment Company Act of 1940, upon the effectiveness of
Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A
covering 6,000,000 shares of the Guinness Flight China & Hong Kong Fund
portfolio of the Company and 50,000 shares of the Guinness Flight Global
Government Bond Fund portfolio of the Company (the shares of each portfolio of
the Company being "Shares"), the Company will, in jurisdictions where the
Company's Shares are qualified for sale, make a public offering of the Shares at
prices calculated in the manner disclosed in the Company's current prospectus.
We have reviewed, insofar as they relate or pertain to the Company,
the Company's Registration Statements on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which the Shares will be
sold (the "Registration Statements"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments we have deemed necessary or appropriate
for the purposes of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures on original documents and the
conformity to the original documents of all copies submitted. We are members of
the Bar of the State of New York and do not hold ourselves out as experts as to
the law of any other state or jurisdiction.
Based upon the foregoing, we are of the opinion that:
1. The Company is a valid and subsisting corporation of the State of
Maryland, authorized to issue one billion shares of its capital stock, with a
$.001 par value per share.
2. Upon the effectiveness of Post-Effective Amendment No. 3 to its
Registration Statement on Form N-1A covering the Shares and, assuming that the
Shares will be issued and sold in accordance with the Company's Articles of
Incorporation and Registration Statements and that the consideration to be
received therefor is not less than the par value thereof, the Shares, when so
issued, will be legally issued, fully paid, and non-assessable.
3. No material events requiring disclosure in the Company's
prospectus, other than those listed in paragraph (b)(1) of Rule 485 under the
Securities Act of 1933, have occurred since the effective date of the Company's
most recent Post-Effective Amendment, and Post-Effective Amendment No. 3 to the
Company's Registration Statement can be properly filed under paragraph (b) of
Rule 485.
We consent to the inclusion of this opinion as an Exhibit to such
Post-Effective Amendment No. 3 to the Company's Registration Statement and to
the applications and registration statements filed in accordance with the
securities laws of the jurisdictions in which the Shares are to be offered.
Very truly yours,
/s/ Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel
