KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
November 15, 2001
Investec Funds
1055 Washington Blvd., 3rd Floor
Stamford, Connecticut 06901
Re: Investec Funds
--------------
Ladies and Gentlemen:
We have acted as counsel to Investec Funds (formerly known as
Guinness Flight Investment Funds), a Delaware business trust (the "Trust"),
in connection with certain matters relating to the formation of the Trust and
the issuance of Shares by the Trust. Capitalized terms used herein and not
otherwise herein defined are used as defined in the Trust Instrument of the
Trust dated March 6, 1997, as amended by resolutions of the Trustees of the
Trust adopted on June 28, 2000, September 8, 2000 and May 14, 2001 (as
amended, the "Governing Instrument").
We understand that, pursuant to an Agreement and Plan of
Reorganization and Liquidation (the "Plan") to be entered into between the
Trust, on behalf of Investec Asia Small Cap Fund, a Series of the Trust
("Acquiring Fund"), and the Trust, on behalf of Investec Asia New Economy
Fund, a Series of the Trust (the "Target"), and subject to the conditions set
forth therein, Shares of the Acquiring Fund will be distributed to
Shareholders of the Target in connection with the liquidation and termination
of the Target.
In rendering this opinion, we have examined and relied on copies
of the following documents, each in the form provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on March 6, 1997 (the "Certificate");
the Certificate of Amendment to the Certificate as filed in the State Office
on September 18, 2001; the Governing Instrument; the Bylaws of the Trust (the
"Bylaws"); the Plan; Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A of Guinness Flight Investment Funds, Inc., a Maryland
corporation ("Guinness Inc."), by which the Trust adopted such Registration
Statement and Guinness Inc.'s Notification of Registration and Registration
Statement under the Investment Company Act of 1940, as filed with the
Securities and Exchange Commission on March 20, 1997; the Trust's
Registration Statement on Form N-14 as filed with the Securities and Exchange
Commission on October 22, 2001, to which the Plan is attached as an exhibit
(the "Registration Statement"); Post-Effective Amendment No. 29 to the
Trust's Registration Statement on Form N-1A as filed with the Securities and
Exchange Commission on April 26, 2001; certain resolutions of the Trustees of
the Trust including resolutions dated March 6, 1997 relating to the
organization of the Trust, resolutions dated June
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Investec Funds
November 15, 2001
Page 2
28, 2000, September 8, 2000 and May 14, 2001 relating to the amendment of the
Trust Instrument and resolutions dated September 10, 2001 relating to the
approval and authorization of the Plan by the Trustees of the Trust (such
resolutions, together with the Governing Instrument, the Plan, the Bylaws and
the Registration Statement are herein referred to as the "Governing
Documents"); and a certification of good standing of the Trust obtained as of
a recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as copies or drafts of documents to be executed, and
the legal capacity of natural persons to complete the execution of documents.
In addition, we have assumed that the representations to be made as of the
closing date by the Trust will be made in form acceptable to us and that the
Trust's activities in connection with the Plan and the transaction
contemplated therein will be conducted in the manner provided in such
document.
We are members of the Bar of the State of New York and are not
experts as to the laws of any other state or jurisdiction other than the
Federal laws of the United States of America. As to matters of Delaware law,
we have relied without any investigation upon the opinion of Morris, Nichols,
Arsht & Tunnel (a copy of which is attached) and our opinion is subject to
all of the same assumptions and qualifications contained therein. Based upon
and subject to the foregoing and the last paragraph of this opinion, and
provided that the transaction occurs in accordance with the terms of the
Plan, we are of the opinion that:
1. The Trust is a duly formed and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Shares of the Acquiring Fund, when issued to
Shareholders in accordance with the terms, conditions, requirements and
procedures set forth in the Plan and the other Governing Documents, will
constitute legally issued, fully paid and non-assessable shares of beneficial
interest in the Trust.
We consent to the filing of a copy of this opinion with the
Commission as an exhibit to a pre-effective amendment to the Registration
Statement. Except as provided in this paragraph, this opinion is solely for
your information and is not to be quoted in whole or in part, summarized or
otherwise referred to, nor is it to be filed with or supplied to or relied
upon by any governmental agency or other person, without the prior written
consent of this firm. This opinion is as of the date hereof and is based on
our understandings and assumptions as to present facts and on the application
of law as the same exist on the date hereof . We disclaim any responsibility
to update or supplement this opinion after the date hereof for the benefit of
any person or entity with respect to any events or state of facts which may
hereafter come to our attention, or any changes in statutes or regulations or
any court decisions which may hereafter occur or take effect.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
[Letterhead of Morris, Nichols, Arsht & Tunnell]
November 15, 2001
Investec Funds
1055 Washington Blvd., 3rd Floor
Stamford, Connecticut 06901
Re: Investec Funds
--------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to Investec Funds
(formerly known as Guinness Flight Investment Funds), a Delaware business
trust (the "Trust"), in connection with certain matters relating to the
formation of the Trust and the issuance of Shares by the Trust. Capitalized
terms used herein and not otherwise herein defined are used as defined in the
Trust Instrument of the Trust dated March 6, 1997, as amended by resolutions
of the Trustees of the Trust adopted on June 28, 2000, September 8, 2000 and
May 14, 2001 (as amended, the "Governing Instrument").
We understand that, pursuant to an Agreement and Plan of
Reorganization and Liquidation (the "Plan") to be entered into between the
Trust, on behalf of Investec Asia Small Cap Fund, a Series of the Trust
("Acquiring Fund"), and the Trust, on behalf of Investec Asia New Economy
Fund, a Series of the Trust (the "Target"), and subject to the conditions set
forth therein, Shares of the Acquiring Fund will be distributed to
Shareholders of the Target in connection with the liquidation and termination
of the Target.
In rendering this opinion, we have examined and relied on copies
of the following documents, each in the form provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on March 6, 1997 (the "Certificate");
the Certificate of Amendment to the Certificate as filed in the State Office
on September 18, 2001; the Governing Instrument; the Bylaws of the Trust (the
"Bylaws"); the Plan; Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A of Guinness Flight Investment Funds, Inc., a Maryland
corporation ("Guinness Inc."), by which the Trust
Investec Funds
November 15, 2001
Page 2
adopted such Registration Statement and Guinness Inc.'s Notification of
Registration and Registration Statement under the Investment Company Act of
1940, as filed with the Securities and Exchange Commission on March 20, 1997;
the Trust's Registration Statement on Form N-14 as filed with the Securities
and Exchange Commission on October 22, 2001, to which the Plan is attached as
an exhibit (the "Registration Statement"); Post-Effective Amendment No. 29 to
the Trust's Registration Statement on Form N-1A as filed with the Securities
and Exchange Commission on April 26, 2001; certain resolutions of the Trustees
of the Trust including resolutions dated March 6, 1997 relating to the
organization of the Trust, resolutions dated June 28, 2000, September 8, 2000
and May 14, 2001 relating to the amendment of the Trust Instrument and
resolutions dated September 10, 2001 relating to the approval and
authorization of the Plan by the Trustees of the Trust (such resolutions,
together with the Governing Instrument, the Plan, the Bylaws and the
Registration Statement are herein referred to as the "Governing Documents");
and a certification of good standing of the Trust obtained as of a recent date
from the State Office. In such examinations, we have assumed the genuineness
of all signatures, the conformity to original documents of all documents
submitted to us as copies or drafts of documents to be executed, and the legal
capacity of natural persons to complete the execution of documents. We have
further assumed for purposes of this opinion: (i) the due authorization,
adoption, execution and delivery by, or on behalf of, each of the parties
thereto of the above-referenced instruments, certificates and other documents,
(including, without limitation, the due adoption by the Trustees of all of the
foregoing resolutions of the Trustees and the due execution and delivery of
the Plan prior to the issuance of Shares of the Acquiring Fund pursuant
thereto), and of all documents contemplated by the Governing Documents to be
executed by investors desiring to become Shareholders; (ii) the transfer of
the assets of the Target to the Acquiring Fund, the satisfaction of all
conditions precedent to the issuance of Shares of the Acquiring Fund pursuant
to the Plan and compliance with all other terms, conditions and restrictions
set forth in the Governing Documents in connection with the issuance of Shares
of the Acquiring Fund (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series and Classes of Shares,
including the Acquiring Fund, and the rights and preferences attributable
thereto as contemplated by the Governing Instrument); (iii) that appropriate
notation of the names and addresses of, the number of Shares held by, and the
consideration paid by, Shareholders will be maintained in the appropriate
registers and other books and records of the Trust in connection with the
issuance, redemption or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Certificate, or will occur prior to the
issuance of Shares of the Acquiring Fund pursuant to the Plan, that would
cause a termination or dissolution of the Trust or the Acquiring Fund or a
Class thereof under Section 2.06, 11.04 or 11.05 of the Governing Instrument;
(v) that the Trust became, prior to or within 180 days following the first
issuance of beneficial interests therein, a registered investment company
under the Investment Company Act of 1940; (vi) that the activities of the
Trust have been and will be conducted in accordance with the terms of the
Governing Instrument and the Delaware Business Trust Act, 12 Del. C. ss.ss.
3801 et seq. (the "Delaware Act"); (vii) that the resolutions of the Trustees
of the Trust dated May 14, 2001 were effective to change the names of Guinness
Flight Asia Small Cap Fund and Guinness Flight Asia New Economy Fund to
Investec Funds
November 15, 2001
Page 3
Investec Asia Small Cap Fund and Investec Asia New Economy Fund, respectively;
and (viii) that each of the documents examined by us is in full force and
effect, expresses the entire understanding of the parties thereto with respect
to the subject matter thereof and has not been amended, supplemented or
otherwise modified, except as herein referenced. No opinion is expressed
herein with respect to the requirements of, or compliance with, federal or
state securities or blue sky laws. Further, we express no opinion with respect
to, and we assume no responsibility for, the Registration Statement or any
other registration or offering documentation relating to the Trust or the
Shares. As to any facts material to our opinion, other than those assumed, we
have relied without independent investigation on the above-referenced
documents and on the accuracy, as of the date hereof, of the matters therein
contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Shares of the Acquiring Fund, when issued to
Shareholders in accordance with the terms, conditions, requirements and
procedures set forth in the Plan and the other Governing Documents, will
constitute legally issued, fully paid and non-assessable shares of beneficial
interest in the Trust.
We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to a pre-effective
amendment to the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as provided in this paragraph, the opinion set forth above is
expressed solely for the benefit of the addressee hereof in connection with
the matters contemplated hereby and may not be relied upon by any other
person or entity or for any other purpose without our prior written consent.
This opinion speaks only as of the date hereof and is based on our
understandings and assumptions as to present facts and our review of the
above-referenced documents and certificates and the application of Delaware
law as the same exist on the date hereof, and we undertake no obligation to
update or supplement this opinion after the date hereof for the benefit of
any person or entity with respect to any facts or circumstances that may
hereafter come to our attention or any changes in facts or law that may
hereafter occur or take effect.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Morris, Nichols, Arsht & Tunnell