As filed with the Securities and Exchange Commission on August 25, 2000
Reg. ICA No. 811-8360
File No. 33-75340
U.S. 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. 27 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27
GUINNESS FLIGHT INVESTMENT FUNDS
(Exact name of Registrant as Specified in Trust Instrument)
225 South Lake Avenue, Suite 777
Pasadena, California 91101
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(Address of Principal Executive Office) (Zip Code)
(800) 362-5365
(Area Code and Telephone Number)
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 September 27, 2000 pursuant
to paragraph (b) to paragraph (b)
|_| 60 days after filing pursuant |_| on (date) pursuant to
to paragraph (a)(1) paragraph (a)(1)
|_| 75 days after filing pursuant to
paragraph (a)(2)
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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Explanatory Note:
The purpose of this filing is solely to designate a new effective date for
post-effective amendment no. 26 to Guinness Flight Investment Funds'
registration statement on Form N-1A, filed electronically with the Securities
and Exchange Commission on June 30, 2000. There has been no material event
requiring disclosure in the prospectus and statement of additional information
since the filing date of the sixty-day amendment under paragraph (a) of Rule 485
under the Securities Act of 1933. The propsectus and statement of additional
information included in post-effective amendment no. 26, as amended to reflect
changes to disclosure as a result of SEC staff comments, have not been further
amended and are incorporated by reference herein in their entirety.
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Registration Statement
of
GUINNESS FLIGHT INVESTMENT FUNDS
on
Form N-1A
PART C. OTHER INFORMATION
Item 23.
Exhibits:
(a)(1) Certificate of Trust. (1)
(a)(2) Trust Instrument.(1)
(b) Bylaws.(1)
(c) None.
(d) Investment Advisory Agreement between Registrant and Guinness Flight
Investment Management Limited.(2)
(e) General Distribution Agreement between Registrant and First Fund
Distributors, Inc.(2)
(f) None.
(g) Amended Custodian Agreement between Registrant and Investors Bank &
Trust Company.(2)
(h)(1) Amended Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company.(2)
(h)(2) Amended Administration Agreement between Registrant and Investment
Company Administration Corporation.(2)
(i)(1) Opinion of Kramer Levin Naftalis & Frankel LLP as to the legality of
securities being registered.(3)
(i)(2) Opinion of Morris, Nichols, Arsht & Tunnell.(4)
---------------
(1) 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.
(2) 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.
(3) 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.
(4) 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.
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(j)(1) Consent of Kramer Levin Naftalis & Frankel LLP, Counsel for
Registrant.(5)
(j)(2) Consent of Ernst & Young LLP, Independent Auditors for the
Registrant.(5)
(k) Annual Report for the year ended December 31, 1999 is incorporated by
reference from the Rule 30D filing made by the Registrant on March 6,
2000 (Accession number 0000912057-00-009773).
(l) Investment Letters.(4)
(m)(1) Distribution and Service Plan.(2)
(m)(2) Form of Distribution Plan for a class of the Guinness Flight Wired
Index Fund.( 6)
(n) Form of Rule 18f-3 Multi-Class Plan.(7)
(o) None.
(p) Codes of Ethics.(8)
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;
----------------
(5) Filed herewith.
(6) Filed as an Exhibit to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed electronically
on December 23, 1999, accession number 0000922423-99-001476 and
incorporated herein by reference.
(7) Filed as an Exhibit to Post-Effective Amendment No. 26 to
Registrant's Registration Statement on Form N-1A filed electronically
on June 30, 2000, accession number 0000922423-00-000903 and
incorporated herein by reference.
(8) Filed as an Exhibit to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A filed electronically
on April 28, 2000, accession number 0000922423-00-000679 and
incorporated herein by reference.
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(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 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
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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
Investec Guinness Flight Asset Management U.S. 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) Masters' Select Funds Trust;
(5) O'Shaughnessy Funds Inc.;
(6) Professionally Managed Portfolios;
(7) Rainier Investment Management Mutual Funds;
(8) Kayne Anderson Mutual Funds;
(9) The Purisima Funds;
(10) Advisor's Series Trust;
(11) Trust for Investment Managers;
(12) Builders Fixed Income Fund Inc;
(13) Investors Research Fund Inc;
(14) Fleming Mutual Fund Group, Inc.;
(15) Fremont Mutual Funds, Inc.;
(16) Puget Sound Alternative Investment Series Trust;
(17) Brandes Investment Trust;
(18) Dessauer Global Equity Fund, Inc.
(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
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Name and Principal Position and Offices with Position and Offices
Business Address Principal Underwriter with Registrant
----------------- ------------------------- --------------------
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 LLC, 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 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has certified that it meets all 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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 25th day of August, 2000.
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 August 25, 2000
----------------------------
Eric Banhazl
/s/ Dr. Gunter Dufey Trustee August 25, 2000
----------------------------
Dr. Gunter Dufey
/s/ J. I. Fordwood Trustee August 25, 2000
----------------------------
J. I. Fordwood
/s/ Timothy Guinness Trustee August 25, 2000
----------------------------
Timothy Guinness
/s/ Bret A. Herscher Trustee August 25, 2000
----------------------------
Bret A. Herscher
/s/ J. Brooks Reece, Jr. Trustee August 25, 2000
----------------------------
J. Brooks Reece, Jr.
<PAGE>
EXHIBIT INDEX
EX-99.j(a) Consent of Kramer Levin Naftalis & Frankel LLP, Counsel for the
Registrant
EX-99.j(b) Consent of Ernst & Young LLP, Independent Auditors for the Registrant
