As filed, via EDGAR, with the Securities and Exchange Commission on June 30,
2000.
File No.: 33-75340
ICA No.: 811-8360
SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
[ ] Definitive proxy statement Commission Only
[ ] Definitive additional materials (as permitted by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GUINNESS FLIGHT INVESTMENT FUNDS
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
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(4) Date filed:
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PRELIMINARY PROXY SOLICITATION MATERIALS FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION.
Dear Asia Blue Chip Fund Shareholder,
I am writing to you and other fellow shareholders of the Asia Blue Chip Fund to
ask for your approval to change the investment objective of the Asia Blue Chip
Fund. We are seeking this approval at a Special Meeting of Shareholders to be
held on August 10, 2000. If the proposal is approved, we plan on transforming
the Asia Blue Chip Fund into the Asia New Economy Fund on August 31, 2000. I
recognize that the enclosed proxy material can be a bit daunting. I hope in this
letter to summarize the proposal and explain the reasons we are asking you to
vote to amend the Asia Blue Chip Fund.
Like the US economy, many of the Asian economies are transforming themselves
from an industrial base to what is increasingly being referred to as the New
Economy. The New Economy is one that is no longer based solely on simple
manufacturing but rather on information, intellectual property, global trade and
technology. New Economy participants strive to innovate in a competitive global
environment. Just as this shift has propelled the US economy forward, we believe
it will provide a long-term boost to the growth of Asia. In proposing this
change we are seeking to reposition the Fund to take advantage of the
transformation underway in Asia. Currently the restriction to invest strictly in
blue chip stocks is limiting our ability to invest in many of the New Economy
companies operating in Asia.
We are excited about the change and economic developments underway in Asia. In
seeking to change the Asia Blue Chip Fund into the Asia New Economy Fund we hope
to better position the Fund to capitalize on this change.
Finally, many shareholders feel that their vote cannot possibly matter. Let me
assure you that we want your vote. You will appreciate that the Asia Blue Chip
Fund is somewhat smaller than most mutual funds and this means that your
vote--indeed all votes are important. Please take the time to review the
enclosed proxy statement.
You can vote your proxy in one of five ways: through the Internet at
www._____.com; by telephone, with a toll free call to _________; by mail with
the enclosed proxy card; by fax, with a toll free call to ________; or in person
at the meeting. Should you have any questions please feel free to call us at 800
434-5623.
Sincerely,
James J. Atkinson
President
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PRELIMINARY PROXY SOLICITATION MATERIALS FOR THE INFORMATION
OF THE SECURITIES AND EXCHANGE COMMISSION.
GUINNESS FLIGHT ASIA BLUE CHIP FUND
225 South Lake Avenue, Suite 777
Pasadena, California 91101
(800) 915-6565
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
August __, 2000
Guinness Flight Asia Blue Chip Fund (the "Fund") will hold a Special
Meeting of Shareholders (the "Meeting") on August __, 2000 at _____ a.m. Pacific
time at the offices of the Fund located at 225 South Lake Avenue, Suite 777,
Pasadena, California 91101.
At the Meeting, shareholders will be asked to consider and act upon the
following proposal:
To approve an amendment to the Fund's fundamental investment
objective.
Shareholders of the Fund will also be asked to transact such other business
as may properly come before the Meeting or any adjournments thereof.
The Board of Trustees of Guinness Flight Investment Funds (the "Trust") has
fixed the close of business on July __, 2000 as the record date (the "Record
Date") for determining the shareholders who are entitled to notice of, and to
vote their shares at, the Meeting or any adjournments or postponements thereof.
Shareholders are entitled to cast one vote for each full share and a fractional
vote for each fractional share that they own on the Record Date. Please read the
full text of the accompanying Proxy Statement for a complete understanding of
this proposal.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN,
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PAID
RETURN ENVELOPE ENCLOSED IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
PROXY SOLICITATION, AND TO ENSURE THAT A QUORUM WILL BE PRESENT AT THE MEETING
AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS MOST IMPORTANT AND IN YOUR
BEST INTEREST TO SIGN YOUR PROXY CARD AND RETURN IT. YOU MAY ALSO VOTE YOUR
SHARES BY PHONE AT ____________, BY FAX AT ____________, OR VIA THE INTERNET AT
WWW._________.COM. IF YOU NEED ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSAL OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUND AT 800-434-5623. A
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
Dated: July __, 2000
By Order of the Board of Trustees,
James J. Atkinson
President
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PRELIMINARY PROXY SOLICITATION MATERIALS FOR THE INFORMATION
OF THE SECURITIES AND EXCHANGE COMMISSION.
GUINNESS FLIGHT ASIA BLUE CHIP FUND
225 South Lake Avenue, Suite 777
Pasadena, California 91101
(800) 915-6565
PROXY STATEMENT
Dated July __, 2000
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
August __, 2000
GENERAL INFORMATION:
The Board of Trustees of Investec Funds, a Delaware business trust (the
"Trust"), is soliciting your proxy for use at a Special Meeting of Shareholders
(the "Meeting") of Guinness Flight Asia Blue Chip Fund (the "Fund") to be held
for the purpose of approving a proposal that has already been approved by the
Board of Trustees of the Trust. For your convenience, we have divided this Proxy
Statement into four parts
Part 1-- Overview
Part 2-- The Proposal
Part 3-- More on Proxy Voting
Part 4-- Additional Information
Your vote is important! You should read the entire Proxy Statement before
voting. If you have any questions, please call the Fund at 1-800-915-6565. Even
if you sign and return the accompanying proxy, you may revoke it by giving
written notice of such revocation to the Secretary of the Trust prior to the
Meeting or by delivering a subsequently dated proxy or by attending and voting
at the Meeting in person. Management expects to solicit proxies principally by
mail, but Management, or agents appointed by Management, may also solicit
proxies by telephone, telegraph or personal interview. The costs of solicitation
will be borne by the Fund.
We began mailing this Proxy Statement, Notice of Special Meeting and Proxy
Card to shareholders on or about July __, 2000.
The Fund is required by federal law to file reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). The
SEC maintains a Web site that contains information about the Fund (www.sec.gov).
Any such proxy material, reports and other information can be inspected and
copied at the public reference facilities of the SEC, 450 Fifth Street, N.W.,
Washington, DC 20549 and at the SEC's New York Regional Office, Seven World
Trade Center, New York, NY 10048. Copies of such materials can be obtained from
the Public Reference Branch, Office of Consumer Affairs and Information Services
of the SEC at 450 Fifth Street, N.W., Washington, DC 20549, or by electronic
request
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at the following e-mail address: [email protected], at prescribed rates. You
may call the SEC at (202) 942-8090 for information on the operation of the
Public Reference Room.
The Fund's most recent annual and semi-annual reports to shareholders are
available at no cost. To request a report, please call the Fund toll-free at
1-800-915-6565 or write to the Fund at 225 South Lake Avenue, Suite 777,
Pasadena, California 91101.
PART 1 - AN OVERVIEW
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of the Trust for use at the Meeting to be held
on August __, 2000 at _____ a.m. Pacific time at the offices of the Fund located
at 225 South Lake Avenue, Suite 777, Pasadena, California 91101.
At the Meeting, shareholders will be asked to consider and act upon the
following proposal:
To approve an amendment to the Fund's fundamental investment
objective.
Shareholders of the Fund will also be asked to transact such other business
as may properly come before the Meeting or any adjournments thereof.
The Board of Trustees has fixed the close of business on July __, 2000 as the
record date (the "Record Date") for determining the shareholders who are
entitled to notice of, and to vote their shares at, the Meeting or any
adjournments or postponements thereof. Shareholders are entitled to cast one
vote for each full share and a fractional vote for each fractional share they
own on the Record Date.
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PART 2 - THE PROPOSAL
APPROVAL OF AN AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE
At a meeting held on June 28, 2000 the Trustees of the Trust unanimously
approved, and voted to recommend that the shareholders of the Fund approve, a
change in the Fund's fundamental investment objective.
CURRENT FUNDAMENTAL INVESTMENT OBJECTIVE
The current fundamental investment objective of the Fund is as follows:
The Asia Blue Chip Fund's investment objective is long-term capital
appreciation primarily through investments in equity securities of
established and sizeable companies that are located in Asia.
This investment objective is fundamental, which means that it cannot be
changed without the approval of a majority of the outstanding voting securities
of the Fund, as such term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). See definition below under the subheading "REQUIRED
VOTE."
PROPOSED FUNDAMENTAL INVESTMENT OBJECTIVE AND NONFUNDAMENTAL INVESTMENT POLICY
It is proposed that the Guinness Flight Asia Blue Chip Fund change the
above fundamental investment objective to the following fundamental investment
objective and nonfundamental investment policy:
Fundamental Investment Objective
The Fund's investment objective is long-term capital
appreciation.
Nonfundamental Investment Policy
The Fund seeks to achieve its investment objective by investing
primarily in equity securities of companies located in Asia that
will help to shape and benefit from the regional and global
development of the New Economy.
WHAT IS THE NEW ECONOMY?
The New Economy consists of those companies that use communications
technology to create global competition. New Economy participants strive to
innovate in a competitive environment. New Economy companies recognize that
rapid change is constant and understand
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that these advances are what will drive the global market. The New Economy
centers on the use and development of intelligent technology that adds
significant value to the global society.
WHAT IS A NEW ECONOMY COMPANY?
The Fund will invest in a company that:
o leverages new technology, either by creating it or by using it
effectively to change the company's business model and benefit from
the technology;
o is information-driven and digitally focused, connecting itself to the
developing innovations in new technologies and harnessing the
advantages gained;
o demonstrates throughout its business the priority of information and
intellectual capital over traditional industrial manufacturing
capabilities to compete in the global economy.
REASONS FOR THE PROPOSAL
The proposed changes are intended to maximize the Fund's ability to be
responsive to market opportunities as well as to increase the flexibility
available in managing the Fund.
The New Economy in Asia is in its infancy. The Fund's manager believes
that, while the New Economy has developed more rapidly outside of Asia to date,
the fluid nature of the global economic landscape has begun to lay the
foundations for the emergence of Asia's own New Economy. The region is already a
key manufacturer and supplier of the technology hardware so vital to the New
Economy around the world. Furthermore, old economy businesses that can see the
onset of the New Economy are restructuring themselves to better compete within
the new dynamic regionally and globally.
In the opinion of the Fund's manager, the current Asian market is
undervalued at this critical point in its evolution. Asia enters this next great
period of development armed with a more valuable form of capital than the
inexpensive labor that it traditionally offered its global partners. Rather,
Asia is now a center of rapid technological growth as the drive to create new
ideas accelerates. If the proposed amendment is adopted by shareholders of the
Fund, the Fund could then take advantage of this fundamental shift in philosophy
and reap the benefits as the core competencies that exist in Asian technological
development continue to expand.
The defundamentalization of the new investment policy would avoid the delay
and expense of a shareholder vote in the event of the need to modify the Fund's
permissible investments in Asian securities at some time in the future. The
increased flexibility provided by the proposed amendment will allow the Trustees
to react more quickly to any changes in market conditions as well as to take
advantage of any additional investment opportunities. Adoption of the proposed
amendment will not alter in any way the Trustees' existing fiduciary obligations
to act with due care and in the interest of shareholders.
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ADDITIONAL RISKS OF INVESTING IN THE NEW ECONOMY FUND
The Fund manager will invest primarily in medium to large market
capitalization companies (companies with market capitalizations greater than $1
billion) but may from time to time invest in smaller capitalization issues
(companies with market capitalization less than $1 billion).
As a general rule, investments in stock of small cap companies are more
risky than investments in the stock of larger companies (those with a market
value of greater than U.S. $1 billion) for the following reasons, among others:
o Limited Product Line. Small cap companies tend to rely on more limited
product lines and business activities, which make them more
susceptible to setbacks or down turns;
o Illiquidity. The stock of small cap companies may be traded less
frequently than that of larger companies; and
o Limited Resources. Small cap companies have more limited financial
resources.
The Fund will invest in companies from a variety of sectors poised to
benefit from the New Economy. Many of these companies may be technology or
telecommunications related and as such the Fund may be concentrated in these
companies. Such a concentration would cause the Fund to exhibit more volatility
and fluctuation on a day-to-day basis than a more broadly diversified fund.
Furthermore, because of the increasing rate of technological innovation, the
products of technology companies are subject to intense pricing pressure and may
become obsolete at a more frequent rate than other types of companies. In
addition, such companies tend to be capital intensive and, as a result, may not
be able to recover all capital investment costs.
RELATED CHANGES
Subject to shareholder approval of the proposed change in investment
objective, the Fund's name will be changed to "Guinness Flight Asia New Economy
Fund". Although linked to the Fund's change in investment objective and
investment policy, the change in name does not require shareholder approval and
hence does not appear as a proposal in this Proxy Statement.
REQUIRED VOTE
Adoption of the proposal requires the approval of a majority of the
outstanding voting securities of the Fund, which under the 1940 Act, is defined
to mean the affirmative vote of the lesser of (i) 67% or more of the shares of
the Fund represented at the Meeting, if at least 50% of all outstanding shares
of the Fund are represented at the Meeting, or (ii) 50% or more of the
outstanding shares of the Fund entitled to vote at the Meeting.
If the proposal is not approved by the shareholders of the Fund, the Fund
will continue to adhere to its current investment objective and will not change
its name.
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FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSAL TO
AMEND THE FUND'S INVESTMENT OBJECTIVE.
PART 3 - MORE ON PROXY VOTING
A. Who Can Vote:
Only shareholders of record of the Fund at the close of business on the
Record Date, July __ 2000, may vote at the Meeting. As of the Record Date, the
Fund had ____________ shares of beneficial interest issued and outstanding, each
share being entitled to one vote:
B. Information Concerning Outstanding Shares:
To the best knowledge of the Fund, the following shareholders beneficially
owned 5% or more of the outstanding shares of the Fund as of the Record Date:
Number of
Name and Address of Beneficial Owner Shares Owned Percent of Fund
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As of the Record Date, the Trustees and officers as a group owned
beneficially less than 1% of the outstanding shares of the Fund.
C. Quorum Requirements:
At the Meeting, the presence in person or by proxy of shareholders of
one-third of the outstanding shares entitled to vote at the Meeting shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that a quorum of shareholders is not present at the Meeting, the
persons named as proxies shall have the power to adjourn the Meeting. Such
meeting shall be reconvened without additional notice. In the event a quorum is
present but sufficient votes to approve the proposal are not received, the
persons named as proxies may propose one or more adjournments to permit further
solicitation of proxies. If this should occur,
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we will vote proxies for or against a motion to adjourn in the same proportion
to the votes received in favor or against the proposal.
If a proxy represents a broker "non-vote" (that is, a proxy from a broker
or nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote shares on a particular matter
with respect to which the broker or nominee does not have discretionary power)
or is marked with an abstention, the shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business but will not be voted. For
this reason, a broker "non-vote" and abstentions will have the affect of a "no"
vote for purposes of obtaining the requisite approval of the proposal.
D. The Proxy Solicitation Process:
The Board of Trustees of the Trust is soliciting your proxy to vote on the
matter described in this Proxy Statement. We expect to solicit proxies primarily
by mail, but representatives of the Fund, the Fund's investment advisor, their
affiliates or others may communicate with you by mail or by telephone or other
electronic means to discuss your vote.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD
PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND
DELAY. NO POSTAGE IS NECESSARY. YOU MAY ALSO VOTE YOUR SHARES BY PHONE AT
____________, BY FAX AT ____________, OR VIA THE INTERNET AT WWW._________.COM.
IF YOU NEED ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL OR HOW TO
VOTE YOUR SHARES, PLEASE CALL THE FUND AT 800-434-5623. A PROXY IS REVOCABLE AT
ANY TIME PRIOR TO ITS USE.
PART 4 - ADDITIONAL INFORMATION:
A. The Investment Advisor, Administrator and Distributor:
The names and addresses of the Fund's Investment Advisor, Administrator and
Distributor are as follows:
Investment Advisor: MAIN OFFICE:
Investec Asset Management, U.S. Limited
2 Gresham Street
London, EC2V 7QP
England
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U.S. OFFICE:
Investec Asset Management, U.S. Limited
225 S. Lake Avenue, Suite 777
Pasadena, CA 91101
Administrator: Investment Company Administration, L.L.C.
2020 East Financial Way, Suite 100
Glendora, CA 91741
Distributor: First Fund Distributors, Inc.
4455 East Camelback Road, Suite 261-E
Phoenix, AZ 85018
B. Submission of Proposals for the Next Meeting:
Under the Trust's Declaration of Trust, and By-Laws, annual meetings of
shareholders are not required to be held unless necessary under the 1940 Act.
Therefore, the Fund does not hold shareholder meetings on an annual basis. A
shareholder proposal intended to be presented at any meeting hereafter called
should be sent to Guinness Flight Investment Funds at 225 S. Lake Avenue, Suite
777, Pasadena, CA, 91101, and must be received within a reasonable time before
the solicitation relating thereto is made in order to be included in the notice
or Proxy Statement related to such meeting. The submission by a shareholder of a
proposal for inclusion in a Proxy Statement does not guarantee that it will be
included. Shareholder proposals are subject to certain regulations under federal
securities law.
By Order of the Board of Trustees
James J. Atkinson
President
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GUINNESS FLIGHT INVESTMENT FUNDS
ASIA BLUE CHIP FUND
MEETING: AUGUST __, 2000 AT __:__ AM
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the Guinness Flight Asia Blue Chip Fund (the
"Fund") hereby appoints____________________ and __________________________,
attorneys with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund that
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held on August __, 2000 at _____ a.m. Pacific time at the offices
of the Fund located at 225 South Lake Avenue, Suite 777, Pasadena, California
and at any adjournments thereof. The undersigned hereby acknowledges receipt of
the enclosed Notice of Special Meeting and Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated herein. In their
discretion, the proxies are authorized to vote on such other business as may
properly come before the Special Meeting. The undersigned hereby revokes any
proxy previously given.
Please vote by filling in the appropriate box below.
Proposal
To approve an amendment to the Fund's FOR AGAINST ABSTAIN
fundamental investment objective. [ ] [ ] [ ]
Date: ______________________, 2000
PLEASE SIGN IN THE BOX BELOW
Please sign exactly as your name appears on this
Proxy. If Joint owners, EITHER may sign the Proxy.
When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please
give your full title.
________________________________________________
Signature(s) Title(s), if applicable
