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 Boulevard, 3rd Floor
Stamford, Connecticut 06901
Re: Investec Funds
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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 "Wireless World Plan") to be entered into
between the Trust, on behalf of Investec Wired Index Fund, a Series of the Trust
("Acquiring Fund"), and the Trust, on behalf of Investec Wireless World Fund, a
Series of the Trust ("Wireless World"), and an Agreement and Plan of
Reorganization and Liquidation (the "internet.com Plan" and together with the
Wireless World Plan, the "Plans") to be entered into between the Trust, on
behalf of the Acquiring Fund, and the Trust, on behalf of Investec internet.com
Fund, a Series of the Trust ("internet.com" and together with Wireless World,
the "Targets"), and subject to the conditions set forth therein, Shares of the
Acquiring Fund will be distributed to Shareholders of the Targets in connection
with the liquidation and termination of the Targets.
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 Plans; 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 form of
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Investec Funds
November 15, 2001
Page 2
the Plans 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 Plans by the Trustees of the Trust (such
resolutions, together with the Governing Instrument, the Plans, 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 a form acceptable to us and that the Trust's activities in
connection with the Plans and the transactions contemplated therein will be
conducted in the manner provided in such documents.
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
transactions occur in accordance with the terms of the Plans, 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 Plans 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
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Investec Funds
November 15, 2001
Page 3
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 "Wireless World Plan") to be entered into
between the Trust, on behalf of Investec Wired Index Fund, a Series of the Trust
("Acquiring Fund"), and the Trust, on behalf of Investec Wireless World Fund, a
Series of the Trust ("Wireless World"), and an Agreement and Plan of
Reorganization and Liquidation (the "internet.com Plan" and together with the
Wireless World Plan, the "Plans") to be entered into between the Trust, on
behalf of the Acquiring Fund, and the Trust, on behalf of Investec internet.com
Fund, a Series of the Trust ("internet.com" and together with Wireless World,
the "Targets"), and subject to the conditions set forth therein, Shares of the
Acquiring Fund will be distributed to Shareholders of the Targets in connection
with the liquidation and termination of the Targets.
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 Plans; Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A
Investec Funds
November 15, 2001
Page 2
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 form of the Plans 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 Plans by the Trustees of the Trust (such
resolutions, together with the Governing Instrument, the Plans, 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 each 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 Targets to the Acquiring Fund, the satisfaction of all conditions precedent
to the issuance of Shares of the Acquiring Fund pursuant to the Plans 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 Plans, 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
Investec Funds
November 15, 2001
Page 3
of Guinness Flight Wired Index Fund, Guinness Flight Wireless World Fund and
Guinness Flight internet.com Fund to Investec Asia Wired Index Fund, Investec
Wireless World Fund and Investec internet.com 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 Plans 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