Reg. ICA No. 811-8360
File No. 33-75340
As filed via EDGAR with the Securities and Exchange Commission on June 15, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 22 |X|
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 22
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GUINNESS FLIGHT INVESTMENT FUNDS
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(Exact Name of Registrant as Specified in Charter)
225 South Lake Avenue, Suite 777
Pasadena, California 91101
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(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 LLP
919 Third Avenue
New York, New York 10022
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(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 June 30,1999 pursuant
paragraph (b) 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.
<PAGE>
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 [ ] INDEX FUND
The Registrant has filed the information required in the prospectus in
Post-Effective Amendment No. 20 to its Registration Statement on Form N-1A on
April 2, 1999, (accession number 0000922423-99-000494) and is hereby
incorporated by reference. The Registrant has not amended its prospectus.
Item Number
Form N-1A, Statement of Additional
Part A Prospectus Caption Information Caption
------------ ------------------ -----------------------
1(a) Front Cover Page *
(b) Back Cover Page *
2(a) Risk/Return Summary: *
Investment Objective
(b) Investment Strategies *
(c) Not Applicable *
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
(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 *
<PAGE>
(f) Not Applicable *
8(a) Not Applicable *
(b) Finances - Distribution Plan *
(c) Not Applicable *
9 Not Applicable *
-2-
<PAGE>
GUINNESS FLIGHT [ ] INDEX FUND
<TABLE>
<CAPTION>
The Registrant has filed the information required in the prospectus in
Post-Effective Amendment No. 20 to its Registration Statement on Form N-1A on
April 2, 1999, (accession number 0000922423-99-000494) and is hereby
incorporated by reference. The Registrant has not amended its prospectus.
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
- ----------- ------------------ -----------------------
<S> <C> <C>
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) * 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
(e) * Not Applicable
(f) * Not Applicable
-3-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(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
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(c) * Financial Statements
</TABLE>
Part C
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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 SOLELY TO DESIGNATE A NEW EFFECTIVE DATE FOR
POST-EFFECTIVE AMENDMENT NO. 20 TO REGISTRATION STATEMENT ON FORM N-1A OF THE
REGISTRANT AND TO FILE CURRENT EXHIBITS TO THE REGISTRANT'S REGISTRATION
STATEMENT. 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 LLP,
Counsel for the Registrant. (6)
(j) (2) Consent of Ernst & Young LLP, Independent Auditors
for the Registrant. (6)
(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.
C-1
<PAGE>
(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 0000922423-98-000948 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-2
<PAGE>
(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 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
C-3
<PAGE>
- Perkins Opportunity Fund
- Pro Conscience Women's Equity Mutual Fund
- Academy Value Fund
- Trent Equity Fund
- 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 Assistant Treasurer
4455 East Camelback Road
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 Fund's
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.
C-4
<PAGE>
(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 the holders 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.
C-5
<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 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 15th day of June, 1999.
GUINNESS FLIGHT INVESTMENT FUNDS
By: /s/ James J. Atkinson
--------------------------------------
James J. Atkinson
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 June 15, 1999
- ------------------------ ----------------
Eric M. Banhazl
/s/ Dr. Gunter Dufey Trustee June 15, 1999
- ------------------------ ----------------
Dr. Gunter Dufey
/s/ J. I. Fordwood Trustee June 15, 1999
- ------------------------ ----------------
J. I. Fordwood
/s/ Bret A. Herscher Trustee June 15, 1999
- ------------------------ ----------------
Bret A. Herscher
/s/ J. Brooks Reece, Jr. Trustee June 15, 1999
- ------------------------ ----------------
J. Brooks Reece, Jr.
C-5
<PAGE>
EXHIBIT INDEX
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EX-99.B10 Consent of Kramer Levin Naftalis & Frankel LLP, Counsel
for the Registrant
EX-99.B11 Consent of Ernst & Young LLP, Independent Auditors for
the Registrant
[LETTERHEAD OF KRAMER LEVIN NAFTALIS & FRANKEL LLP]
June 11, 1999
Guinness Flight Investment Funds
225 South Lake Avenue
Suite 777
Pasadena, California 91101
Re: Guinness Flight Investment Funds
Post-Effective Amendment No. 22
File No. 33-75340; ICA No. 811-8360
-----------------------------------
Dear Gentlemen:
We hereby consent to the reference of our firm as Counsel in this
Post-Effective Amendment No. 22 to Registration Statement No. 33-75340 on Form
N-1A.
Very truly yours,
/s/Kramer Levin Naftalis & Frankel LLP
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. 22 under the Securities Act of 1933 and Amendment
No. 22 under the Investment Company Act of 1940 to the Registration Statement
(Form N-1A, No. 33-75340) of Guinness Flight Investment Funds with respect to
the issuance of our consent to the reference of our firm in Post-Effective
Amendment No. 20 and to the incorporation by reference therein of our report on
the financial statements and financial highlights of Guinness Flight Investment
Funds for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Los Angeles, California
June 14, 1999
