Reg. ICA No. 811-8360
File No. 33-75340
As filed via EDGAR with the Securities and Exchange Commission on June 28, 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. 23 |X|
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 23
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GUINNESS FLIGHT INVESTMENT FUNDS
--------------------------------
(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
------------------------
(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 |X| on July 15, 1999 pursuant
to 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.
<TABLE>
<CAPTION>
Item Number
Form N-1A, Statement of Additional
Part A Prospectus Caption Information Caption
------ ------------------ -------------------
<S> <C> <C>
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
- 2 -
<PAGE>
Item Number
Form N-1A, Statement of Additional
Part A Prospectus Caption Information Caption
------ ------------------ -------------------
(d) Finances - Dividends and *
Capital Gains Distributions
(e) Finances - Tax Issues *
(f) Not Applicable *
8(a) Not Applicable *
(b) Finances - Distribution Plan *
(c) Not Applicable *
9 Not Applicable *
- 3 -
<PAGE>
GUINNESS FLIGHT [ ] INDEX FUND
The Registrant has filed the information required in the statement of additional
information in Post-Effective Amendment No. 20 to its Registration Statement nd
Form N-1A on April 2, 1999, (accession number 0000922423-99-000494) and is
hereby incorporated by reference. The Registrant has not amended its statement
of additional information.
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
------ ------------------ -------------------
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,
- 4 -
<PAGE>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
------ ------------------ -------------------
Distribution Agreement and
Distribution Plan
(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
- 5 -
<PAGE>
(b) * Performance Information
22(a) * Financial Statements
(b) * Financial Statements
(c) * Financial Statements
</TABLE>
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.
- 6 -
<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.
- 7 -
<PAGE>
PART C. OTHER INFORMATION
-------------------------
ITEM 23. Exhibits
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(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, 1998 is
incorporated by reference from the Rule 30D filing made by
the Registrant on March 3, 1999 (Accession number
0001047469-99- 008302).
(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.
C-1
<PAGE>
(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.
(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,
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<PAGE>
(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 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;
C-3
<PAGE>
(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
- 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:
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Position and Offices
Business Address Principal Underwriter with Registrant
- ---------------- --------------------- ---------------
<S> <C> <C>
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
</TABLE>
(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.
C-4
<PAGE>
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 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.
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<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 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 28th 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, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Eric Banhazl Treasurer June 28, 1999
- ------------------------------
Eric Banhazl
/s/ Timothy Guinness Trustee June 28, 1999
- ------------------------------
Timothy Guinness
/s/ Dr. Gunter Dufey Trustee June 28, 1999
- ------------------------------
Dr. Gunter Dufey
/s/ J. I. Fordwood Trustee June 28, 1999
- ------------------------------
J. I. Fordwood
/s/ Bret A. Herscher Trustee June 28, 1999
- ------------------------------
Bret A. Herscher
/s/ J. Brooks Reece, Jr. Trustee June 28, 1999
- ------------------------------
J. Brooks Reece, Jr.
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<PAGE>
EXHIBIT INDEX
-------------
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 KRAMER LEVIN NAFTALIS & FRANKEL LLP]
June 28, 1999
Guinness Flight Investment Funds
225 South Lake Avenue
Suite 777
Pasadena, California 91101
Re: Guiness Flight Investment Funds
Post-Effective Amendment No. 23
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. 23 to Registration Statement No. 33-75340 on Form
N-1A.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
[LETTERHEAD OF ERNST & YOUNG 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. 23 under the Securities Act of 1933 and Amendment
No. 23 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 to 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
Los Angeles, California
June 28, 1999
