As filed, via EDGAR, with the Securities and Exchange Commission on July 20,
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]
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Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[X] 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:
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GUINNESS FLIGHT ASIA BLUE CHIP FUND
225 South Lake Avenue, Suite 777
Pasadena, California 91101
(800) 915-6565
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 17, 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.
A change in investment objective requires a shareholder vote and we hope that we
receive your approval so that the Fund can better position itself to capitalize
on the change and economic development underway in Asia.
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
http//:www.proxyvote.com; by telephone, with a toll free call to 1-800-690-6903;
by mail with the enclosed proxy card; by fax, with a call to 626-795-0593; or in
person at the meeting. Should you have any questions please feel free to call us
at 1-800 434-5623.
Sincerely,
James J. Atkinson
President
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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 17, 2000
Guinness Flight Asia Blue Chip Fund (the "Fund") will hold a Special
Meeting of Shareholders (the "Meeting") on August 17, 2000 at 9:00 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 12, 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 1-800-690-6903, by fax at 626-795-0593, or via the internet
at http//www.proxyvote.com. If you need assistance, or have any questions
regarding the proposal or how to vote your shares, please call the Fund at
1-800-434-5623. A proxy is revocable at any time prior to its use.
Dated: July 20, 2000
By Order of the Board of Trustees,
James J. Atkinson
President
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GUINNESS FLIGHT ASIA BLUE CHIP FUND
225 South Lake Avenue, Suite 777
Pasadena, California 91101
(800) 915-6565
PROXY STATEMENT
Dated July 20, 2000
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
August 17, 2000
GENERAL INFORMATION:
The Board of Trustees of Guinness Flight Investment 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-- An 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.
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 17, 2000 at 9:00 a.m. Pacific time at the offices of the Fund
located at 225 South Lake Avenue, Suite 777, Pasadena, California 91101.
We began mailing this Proxy Statement, Notice of Special Meeting and
Proxy Card to shareholders on or about July 20, 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
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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 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
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 12, 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.
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
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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 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.
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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.
Making the new investment policy nonfundametal 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.
BOARD CONSIDERATIONS:
In voting to approve the proposed change to the Fund's current
fundamental investment objective and investment policy, the Board of Trustees
considered that the Fund would have the ability to better position itself to
capitalize on investment opportunities if it had the ability to invest in the
securities of Asian companies that are seeking to take advantage of
technological innovations, and concluded that such investment policy would be in
the best interests of the Fund and its shareholders. Furthermore, the Board
recognized that the proposed change will give it the flexibility to make future
changes in nonfundamental investment policies without the expense of obtaining
shareholder approval each time a change is desired. Since shareholders will
still receive notice of any investment policy changes, the Board concluded that
although there is no present intention of recommending any investment policy
changes other than the proposed amendment referred to in this Proxy Statement,
in the event that such intention should arise in the future, this flexibility
will save the Fund money and will make it easier for the Fund's portfolio
managers to utilize new investment policies and techniques to respond more
rapidly to changing market conditions.
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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
U.S. $1 billion) but may from time to time invest in smaller capitalization
issues (companies with market capitalization less than U.S. $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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Thus, for the reasons set forth in this Proxy Statement, the Board
recommends 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 12, 2000, may vote at the Meeting. As of the Record Date, the
Fund had 877,660.872 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, no person beneficially owned 5% or
more of the outstanding shares of the Fund as of the Record Date. 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, 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
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communicate with you by mail or by telephone or other electronic means to
discuss your vote. Such individuals will receive no additional compensation from
the Fund for soliciting your proxy 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
1-800-690-6903, by fax at 626-795-0593, or via the internet at
http//www.proxyvote.com. If you need assistance, or have any questions regarding
the proposal or how to vote your shares, please call the Fund at 1-800-434-5623.
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
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
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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 17, 2000 AT 9:00 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 Mr. James J. Atkinson and Mr. Alex Chaloff, 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 17, 2000 at 9:00 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 fundamental FOR AGAINST ABSTAIN
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
