KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
GEORGE P. ATTISANO PARIS
ASSOCIATE 47, AVENUE HOCHE 75008
TEL 212-715-9555 TEL (33-1) 44 09 46 00
FAX 212-688-7288 FAX (33-1) 44 09 46 01
gattisano@kramerlevin.com
April 15, 2005
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W. , Room 5422
Washington, D.C. 20549
Attention: Christian T. Sandoe
Re: Guinness Atkinson Funds
Post-Effective Amendment ("PEA") No. 37 (the "Amendment")
File No. 033-75340 and 811-08360
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Dear Mr. Sandoe:
Pursuant to our conversation today, I am writing you on behalf of our
client, Guinness Atkinson Funds ("Registrant"), concerning the addition of
disclosure in Registrant's prospectus and statement of additional information
("SAI") relating to a shareholder servicing plan that Registrant has adopted
with respect to its series (each a "Fund"). As we discussed, due to an
oversight, Registrant did not include this disclosure in the Amendment, which
was filed on April 6, 2005 and wishes to include it in the Funds' definitive
prospectus and SAI. To facilitate your review, as we discussed, we are
presenting the proposed disclosure in this letter.
A. Prospectus
1. Fee Tables
With respect to the prospectus, the fee tables for two of the Funds, the
Asia Focus and China & Hong Kong Funds (the "Asia Funds"), will be revised to
reflect the imposition of a shareholder servicing fee. Although Registrant has
adopted the shareholder servicing plan with respect to all of the Funds,
Registrant does not currently intend to impose a shareholder servicing fee with
respect to the other two Funds, the Global Innovators and Global Energy Funds.
The "Annual Fund Operating Expenses" portion of the fee tables for the Asia
Funds will be revised to read as follows (please note that the estimated
information for the lines designated "Other Expenses," "Total Annual Fund
Operating Expenses" and "Expense Waiver/Reimbursement" will be supplied in the
definitive prospectus filing):
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Securities and Exchange Commission
April 15, 2005
Page 2
Asia Focus Fund
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
- ------------------------------------------------------------------- -----------
Management Fees: 1.00%
- ------------------------------------------------------------------- -----------
Distribution Fees: None
- ------------------------------------------------------------------- -----------
Other Expenses (including a 0.25% Shareholder Servicing Fee):(1) [TBD]
- ------------------------------------------------------------------- -----------
Total Annual Fund Operating Expenses: [TBD]
- ------------------------------------------------------------------- -----------
Expense Waiver/Reimbursement:(2) [TBD]
- ------------------------------------------------------------------- -----------
Net Annual Fund Operating Expenses: 1.98%
- ------------------------------------------------------------------- -----------
(1) "Other Expenses" are based on estimates for the fiscal year ending
December 31, 2005.
(2) The Advisor [Guinness Atkinson Asset Management, LLC] is contractually
obligated to cap the Fund's Total Annual Operating Expenses at 1.98%
through April 25, 2006. To the extent that the Advisor waives its fees
and/or absorbs expenses to satisfy this cap, it may seek repayment of a
portion or all of such amounts at any time within three fiscal years after
the fiscal year in which such amounts were waived or absorbed, subject to
the 1.98% expense cap.
China & Hong Kong Fund
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
- ---------------------------------------------------------------- ---------------
Management Fees: 1.00%
- ---------------------------------------------------------------- ---------------
Distribution Fees: None
- ---------------------------------------------------------------- ---------------
Other Expenses (including a 0.25% Shareholder Servicing Fee):(1) [TBD]
- ---------------------------------------------------------------- ---------------
Total Annual Fund Operating Expenses: [TBD]
- ---------------------------------------------------------------- ---------------
Expense Waiver/Reimbursement:(2) [TBD]
- ---------------------------------------------------------------- ---------------
Net Annual Fund Operating Expenses: 1.98%
- ---------------------------------------------------------------- ---------------
(1) "Other Expenses" are based on estimates for the fiscal year ending
December 31, 2005.
(2) The Advisor is contractually obligated to cap the Fund's Total Annual
Operating Expenses at 1.98% through April 25, 2006. To the extent that the
Advisor waives its fees and/or absorbs expenses to satisfy this cap, it
may seek repayment of a portion or all of such amounts at any time within
three fiscal years after the fiscal year in which such amounts were waived
or absorbed, subject to the 1.98% expense cap.
2. Shareholder Servicing Plan Disclosure
In addition to modifying the fee tables for the Asia Funds to reflect the
imposition of a shareholder servicing fee, Registrant will include the following
disclosure under the prospectus section entitled "Additional Exchange/Redemption
- -- Finances":
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Securities and Exchange Commission
April 15, 2005
Page 3
Shareholder Servicing Plan
Each Fund has adopted a Shareholder Servicing Plan.
Shareholder servicing agents provide administrative and
support services to their customers, which may include
establishing and maintaining accounts and records relating to
shareholders, processing dividend and distribution payments
from the Funds on behalf of shareholders, responding to
routine inquiries from shareholders concerning their
investments, assisting shareholders in changing dividend
options, account designations and addresses, and other similar
services. For these services a Fund may pay a fee at an annual
rate of up to 0.25% of the average daily net assets of the
shares serviced by the agent. Currently, only the Asia Focus
and China & Hong Kong Funds impose this shareholder servicing
fee. The Global Innovators and Global Energy Funds will impose
this fee only with prior notice to Fund shareholders.
The Funds may enter into agreements with various shareholder
servicing agents, including financial institutions and
securities brokers. The Funds may pay a servicing fee to
broker-dealers and others who sponsor "no transaction fee" or
similar programs for the purchase of shares. Shareholder
servicing agents may waive all or a portion of their fee
periodically.
B. SAI
With respect to the SAI, Registrant will include the following disclosure
under the section entitled "Distribution Agreement and Distribution Plan" (which
would be re-named "Distribution Agreement, Distribution Plan and Shareholder
Servicing Plan"):
Shareholder Servicing Plan.
Payments made under the Shareholder Servicing Plan to
shareholder servicing agents are for administrative support
services to customers who may from time to time beneficially
own shares. These services may include: (1) aggregating and
processing purchase and redemption requests for shares from
customers and transmitting promptly net purchase and
redemption orders to our distributor or transfer agent; (2)
providing customers with a service that invests the assets of
their accounts in shares pursuant to specific or
pre-authorized instructions; (3) processing dividend and
distribution payments on behalf of customers; (4) providing
information periodically to customers showing their positions
in shares; (5) arranging for bank wires; (6) responding to
customer
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Securities and Exchange Commission
April 15, 2005
Page 4
inquiries; (7) providing sub-accounting with respect to shares
beneficially owned by customers or providing the information
to the Funds as necessary for sub-accounting; (8) if required
by law, forwarding shareholder communications from the Funds
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to customers; (9) forwarding to customers proxy
statements and proxies containing any proposals that require a
shareholder vote; and (10) providing such other similar
services as the Trust may reasonably request to the extent the
shareholder servicing agent is permitted to do so under
applicable statutes, rules or regulations.
If you have any questions about these changes, please contact me at
212-715-9555 or Lane O'Connell of U.S. Bancorp Fund Services, LLC, the Funds'
administrator, at 414-765-5033.
* * *
Best regards,
/s/ George P. Attisano
George P. Attisano
Cc: Jim Atkinson, Guinness Atkinson Asset Management, LLP
Max Rottersman, Chief Compliance Officer, Guinness Atkinson Funds
Susan J. Penry-Williams, Kramer Levin Naftalis & Frankel LLP
Lane O'Connell, U.S. Bancorp Fund Services, LLC