Reg. ICA No. 811-8360
File No. 33-75340
AS FILED VIA EDGAR WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13,
1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 17 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 17
GUINNESS FLIGHT INVESTMENT FUNDS
(Exact Name of Registrant as Specified in Charter)
225 South Lake Avenue, Suite 777
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 & 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
225 South Lake Avenue, Suite 777
Pasadena, California 91101
It is proposed that this filing will become effective:
[_] Immediately upon filing pursuant to [X] on October 30, 1998
paragraph (b) pursuant to paragraph (b)
[_] 60 days after filing pursuant to [_] on (date) pursuant to
paragraph (a)(1) paragraph (a)(1)
[_] 75 days after filing pursuant to [_] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2), of rule
485(b).
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a
previously filed post- effective amendment.
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CROSS-REFERENCE SHEET
(Pursuant to Rule 404 showing location in each form of Prospectus of
the responses to the Items in Part A and location in each form of Prospectus and
the Statement of Additional Information of the responses to the Items in Part B
of Form N-1A).
GUINNESS FLIGHT ASIA BLUE CHIP FUND
GUINNESS FLIGHT ASIA SMALL CAP FUND
GUINNESS FLIGHT CHINA & HONG KONG FUND
GUINNESS FLIGHT MAINLAND CHINA FUND
GUINNESS FLIGHT GLOBAL GOVERNMENT BOND FUND
GUINNESS FLIGHT NEW EUROPE FUND
GUINNESS FLIGHT INDEX FUND
Item Number
Form N-1A, Statement of Additional
Part A Prospectus Caption Information Caption
------ ------------------ -------------------
The Registrant has filed the information required in the prospectus in the
Post-Effective Amendment No. 11 to its Registration Statement on Form N-1A on
June 17, 1998, (accession number 0000922423-98-000615) and is hereby
incorporated by reference. The Registrant has not amended its prospectus.
1(a) Front Cover Page *
(b) Back Cover Page *
2(a) Risk/Return Summary: *
Investment Objective
(b) Investment Strategies *
(c) Principal Risks; Risk Return *
Bar Chart and Performance
Table
3 Fees and Expenses *
4(a) Risk/Return Summary: *
Investment Objective
(b) Investment Strategies *
(c) Risk/Return Summary: *
Principal Risks; Risks of
Investing
5 Not Applicable *
6(a) Guinness Flight Management *
(b) Not Applicable *
7(a) Finances - Net Asset Value *
(b) Shareholder Guide: Your *
Account with Guinness Flight -
Investment Minimums, How to
Purchase, Exchange and Sell
Shares, Subsequent Investments
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(c) Shareholder Guide: Your *
Account with Guinness Flight -
Investment Minimums, How to
Exchange and Redeem Shares,
Exchanges and Redemption
Issues
(d) Finances - Dividends and *
Capital Gains Distributions
(e) Finances - Tax Issues *
(f) Not Applicable *
8(a) Not Applicable *
(b) Guinness Flight Management - *
Distribution Plan
(c) Not Applicable *
9 Financial Highlights *
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GUINNESS FLIGHT ASIA BLUE CHIP FUND
GUINNESS FLIGHT ASIA SMALL CAP FUND
GUINNESS FLIGHT CHINA & HONG KONG FUND
GUINNESS FLIGHT MAINLAND CHINA FUND
GUINNESS FLIGHT GLOBAL GOVERNMENT BOND FUND
GUINNESS FLIGHT NEW EUROPE FUND
GUINNESS FLIGHT INDEX FUND
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
------ ------------------ -------------------
The Registrant has filed the information required in the statement of additional
information in the Post-Effective Amendment No. 11 to its Registration Statement
on Form N-1A on June 17, 1998, (accession number 0000922423-98-000615) and is
hereby incorporated by reference. The Registrant has not amended its statement
of additional information.
10 * Front Cover Page
11 * General Information and
History
12(a) * General Information and
History
12(b) Investment Strategies; Principal Investment Strategies and
Risks; Risks of Investing Risks
12(c) * Investment Restrictions
and Policies
12(d) * Investment Objective and
Policies
12(e) Risks of Investing Not Applicable
13(a) * Management of the Funds
13(b) * Management of the Funds
13(c) * Management of the Funds
13(d) * Management of the Funds
13(e) * Not Applicable
14(a) * Not Applicable
14(b) * Shareholder Reports -
Principal Holders
14(c) * Management of the Funds
15(a) Guinness Flight Management The Investment Adviser and
Advisory Agreements
(b) * Not Applicable
(c) Guinness Flight Management The Investment Adviser and
Advisory Agreements
(d) * The Administrator;
Administration Agreement,
Distribution Agreement and
Distribution Plan
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<PAGE>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
------ ------------------ -------------------
(e) * Not Applicable
(f) * Not Applicable
(g) * Administration Agreement,
Distribution Agreement and
Distribution Plan
(h) * Not Applicable
16(a) * Portfolio Transactions
(b) * Portfolio Transactions
(c) * Portfolio Transactions
(d) * Not Applicable
(e) * Not Applicable
17(a) * Description of the Funds
(b) * Not Applicable
18(a) How to Purchase, Exchange Additional Purchase and
and Sell Shares Redemption Information
(b) * Not Applicable
(c) Finances - Net Asset Value Computation of Net Asset
Value
(d) * Additional Purchase and
Redemption Information
19(a) * Tax Matters
(b) * Tax Matters
20(a) * Not Applicable
(b) * Not Applicable
(c) * Not Applicable
21(a) * Not Applicable
(b) * Performance Information
22(a) * Financial Statements
(b) * Financial Statements
-4-
<PAGE>
(c) * Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
-5-
<PAGE>
EXPLANATORY NOTE
THE PURPOSE OF THIS FILING IS SOLEY TO DESIGNATE A NEW EFFECTIVE DATE FOR
POST-EFFECTIVE AMENDMENT NO. 11 TO REGISTRATION STATEMENT ON FORM N-1A OF THE
REGISTRANT. THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR FUNDS
SUBJECT TO SUCH POST-EFFECTIVE AMENDMENT HAVE NOT BEEN AMENDED AND ARE
INCORPORATED BY REFERENCE HEREIN IN THEIR ENTIRETY.
<PAGE>
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a)(1) Certificate of Trust. (2)
(a)(2) Trust Instrument. (2)
(b) By-laws. (2)
(c) None.
(d) Investment Advisory Agreement between Registrant and Guinness
Flight Investment Management Limited. (5)
(e) General Distribution Agreement between Registrant and First Fund
Distributors, Inc. (5)
(f) None.
(g) Amended Custodian Agreement between Registrant and Investors Bank
& Trust Company. (5)
(h)(1) Amended Transfer Agency and Service Agreement between
Registrant and State Street Bank and Trust Company. (5)
(h)(2) Amended Administration Agreement between Registrant and
Investment Company Administration Corporation. (5)
(i)(1) Opinion of Kramer, Levin, Naftalis & Frankel as to legality
of securities being registered. (4)
(i)(2) Opinion of Morris, Nichols, Arsht & Tunnell. (3)
(j)(1) Consent of Kramer, Levin, Naftalis & Frankel, Counsel for the
Registrant. (5)
(j)(2) Consent of Ernst & Young LLP, Independent Auditors for the
Registrant. (5)
(k) Annual Report for the year ended December 31, 1997 is
incorporated by reference from the Rule 30D filing made by the
Registrant on March 6, 1998 (Accession number 0001047469-98-
008899).
(l) Investment Letters. (3)
(m) Distribution and Service Plan. (5)
(n) None
(o) None
- -----------------------------
(1) Filed as an Exhibit to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A filed
electronically on February 14, 1996, accession number
0000922423-96-000062 and incorporated herein by reference.
(2) Filed as an Exhibit to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A filed
electronically on March 20, 1997, accession number 0000922423-96-
000220 and incorporated herein by reference.
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(3) Filed as an Exhibit to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A filed
electronically on April 25, 1997, accession number 0000922423-
97-000401 and incorporated herein by reference.
(4) Filed as an Exhibit to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A filed
electronically on June 17, 1998, accession number 0000922423-
98-000615 and incorporated herein by reference.
(5) Filed as an Exhibit to Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A filed
electronically on August 28, 1998, accession number
0000922423-98-948 and incorporated herein by reference.
(6) Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 25. INDEMNIFICATION
Article X, Section 10.02 of the Registrant's Delaware Trust
Instrument, incorporated herein by reference to Exhibit 1(b) to
Post-Effective Amendment No. 7 to Registrant's Registration Statement
on Form N-1A filed electronically on March 20, 1997, provides for the
indemnification of Registrant's Trustees and officers, as follows:
"SECTION 10.02 INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in
Subsection 10.02(b):
(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, (A) by the court or
other body approving the settlement; (B) by at least a majority of
those Trustees who are neither Interested Persons of the Trust nor are
parties to the matter based upon a review of readily available facts
(as opposed to a full trial-type inquiry); or (C) by written opinion
of independent legal counsel based upon a review of readily available
facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable,
shall not be exclusive of or affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue as to
a person who has ceased to be a Covered Person and
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shall inure to the benefit of the heirs, executors and administrators
of such a person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel, other than Covered Persons,
and other persons may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in Subsection (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if
it is ultimately determined that he is not entitled to
indemnification under this Section 10.02; provided, however, that
either (i) such Covered Person shall have provided appropriate
security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments or (iii) either a
majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a
written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Section
10.02."
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling
persons or Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Investment Company Act of 1940, as
amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such trustee, officer, or
controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Guinness Flight Investment Management Limited provides
management services to the Registrant and its series. To the best of the
Registrant's knowledge, the directors and officers have not held at any time
during the past two fiscal years or been engaged for his own account or in the
capacity of director, officer, employee, partner or trustee in any other
business, profession, vocation or employment of a substantial nature.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) First Fund Distributors, Inc., the Registrant's principal
underwriter, also acts as the principal underwriter for the following investment
companies:
(1) Jurika & Voyles Fund Group;
(2) RNC Mutual Fund Group, Inc.;
(3) PIC Investment Trust;
(4) Hotchkis & Wiley Funds;
(5) Masters' Select Equity Fund;
(6) O'Shaughnessy Funds Inc.;
(7) Professionally Managed Portfolios;
- Avondale Total Return Fund
- Osterweis Fund
- Perkins Opportunity Fund
- Pro Conscience Women's Equity Mutual Fund
- Academy Value Fund
- Trent Equity Fund
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- Leonetti Balanced Fund
- Lighthouse Growth Fund
- U.S. Global Leaders Growth Fund
- Boston Managed Growth Fund
- Harris Bretall & Sullivan & Smith Growth Fund
- Pzena Growth Fund
- Titan Investment Trust
(8) Rainier Investment Management Mutual Funds;
(9) Kayne Anderson Mutual Funds;
(10) The Purisima Total Return Fund;
(11) Advisor's Series Trust;
- American Trust Allegiance Fund
- Information Tech 100 Mutual Fund
- Kaminski Poland Fund
- Ridgeway Helms Millenium Fund
(b) The following information is furnished with respect to the officers
and directors of First Fund Distributors, Inc., Registrant's principal
underwriter:
Name and Principal Position and Offices with Position and Offices
Business Address Principal Underwriter with Registrant
- ---------------- --------------------- ---------------
Robert H. Wadsworth President/Treasurer Asstistant
4455 East Camelback Road Treasurer
Suite 261E
Phoenix, AZ 85014
Steven J. Paggioli Vice President/Secretary Secretary
479 West 22nd Street
New York, NY 10011
Eric M. Banhazl Vice President Treasurer
2020 East Financial Way
Suite 100
Glendora, CA 91741
(c) not applicable
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books or other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained by Investment Company Administration Corporation, 2020 East Financial
Way, Suite 100, Glendora, CA 91741, except for those maintained by the Funds'
Custodian.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
(1) Registrant undertakes to furnish each person to whom a prospectus
is delivered, a copy of the Fund's latest annual report to shareholders which
will include the information required by Item 5A, upon request and without
charge.
(2) Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees if
requested to do so by theholders of at least 10% of the Registrant's outstanding
voting securities, and to assist in communications with other shareholders as
required by Section 16(c) of the 1940 Act.
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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 reqirements 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 13th day of October, 1998.
GUINNESS FLIGHT INVESTMENT FUNDS
By: /s/ Robert H. Wadsworth
------------------------
Robert H. Wadsworth
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 October 13, 1998
- ----------------------------- -----------------
Eric M. Banhazl
/s/ Dr. Gunter Dufey Trustee October 13, 1998
- ----------------------------- -----------------
Dr. Gunter Dufey
/s/ J. I. Fordwood Trustee October 13, 1998
- ----------------------------- -----------------
J. I. Fordwood
/s/ Bret A. Herscher Trustee October 13, 1998
- ----------------------------- -----------------
Bret A. Herscher
/s/ J. Brooks Reece, Jr. Trustee October 13, 1998
- ----------------------------- -----------------
J. Brooks Reece, Jr.
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EXHIBIT INDEX
EX-99.counselcons Consent of Kramer, Levin, Naftalis & Frankel, Counsel for
the Registrant
EX- 99.auditorcons Consent of Ernst & Young LLP, Independent Auditors for the
Registrant
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
October 13, 1998
Guinness Flight Investment Funds
225 South Lake Avenue
Suite 777
Pasadena, California 91101
Re: Guinness Flight Investment Funds
Registration Statement on Form N-1A
File No. 33-75340; ICA No. 811-8360
-----------------------------------
Dear Gentlemen:
We hereby consent to the reference of our firm as Counsel in this
Registration Statement on Form N-1A.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights", Independent Accountants", and "Financial Statements" in
Post-Effective Amendment No. 11 under the Securities Act of 1933 and Amendment
No. 11 under the Investment Company Act of 1940 to the Registration Statement
(Form N-1A No. 33-75340) and related Prospectus and Statement of Additional
Information of Guinness Flight Investment Funds which is incorporated by
reference in Post-Effective Amendment No. 17 under the Securities Act of 1933
and Amendment No. 17 under the Investment Company Act of 1940 to the
Registration Statement (Form N-1A No. 33-75340) of Guinness Flight Investment
Funds, and to the incorporation by reference therein of our report dated
February 6, 1998, with respect to the financial statements and financial
highlights of Guinness Flight Investment Funds included in its Annual Report for
the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Los Angeles, California
October 12, 1998
