Capitol Series Trust Form 485BPOS Filed 2021-08-27
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SECURITIES AND EXCHANGE COMMISSION FORM 485BPOS Post-effective amendments [Rule 485(b)] Filing Date: 2021-08-27 SEC Accession No. 0001580642-21-004032 (HTML Version on secdatabase.com) FILER Capitol Series Trust Mailing Address Business Address 225 PICTORIA DRIVE 225 PICTORIA DRIVE CIK:1587551| IRS No.: 000000000 | State of Incorp.:OH | Fiscal Year End: 0831 SUITE 450 SUITE 450 Type: 485BPOS | Act: 40 | File No.: 811-22895 | Film No.: 211220092 CINCINNATI OH 45246 CINCINNATI OH 45246 5135873447 Capitol Series Trust Mailing Address Business Address 225 PICTORIA DRIVE 225 PICTORIA DRIVE CIK:1587551| IRS No.: 000000000 | State of Incorp.:OH | Fiscal Year End: 0831 SUITE 450 SUITE 450 Type: 485BPOS | Act: 33 | File No.: 333-191495 | Film No.: 211220091 CINCINNATI OH 45246 CINCINNATI OH 45246 5135873447 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the U.S. Securities and Exchange Commission on August 27, 2021 File No. 333-191495 File No. 811-22895 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x PRE-EFFECTIVE AMENDMENT NO. POST-EFFECTIVE AMENDMENT NO. 115 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x AMENDMENT NO. 116 Capitol Series Trust (Exact Name of Registrant as Specified in Charter) 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (Address of Principal Executive Offices, Zip Code) 513-587-3400 (Registrant’s Telephone Number, including Area Code) Matthew J. Miller President and Chief Executive Officer Capitol Series Trust 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (Name and Address of Agent for Service) Copy to: Caleb C.B. DuBois Thomas G. Sheehan Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street P.O. Box 9729 Portland, Maine 04104-5029 It is proposed that this filing will become effective: X immediately upon filing pursuant to paragraph (b) on [] pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a)(i) on pursuant to paragraph (a)(i) 75 days after filing pursuant to paragraph (a)(ii) on pursuant to paragraph (a)(ii) of Rule 485 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If appropriate, check the following box: This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Guardian Capital Dividend Growth Fund Class I – DIVGX PROSPECTUS August 27, 2021 Guardian Capital LP Commerce Court West 199 Bay Street, Suite 3100 P.O. Box 201 Toronto, Ontario M5L 1E8 Telephone: 1-800-968-2295 The U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense. The Prospectus gives you important information about the fund that you should know before you invest. Please read this Prospectus carefully before investing and use it for future reference. Not A Deposit • Not FDIC Insured • May Lose Value • No Bank Guarantee • Not Insured By Any Government Agency Table of Contents PAGE SECTION 2 Summary Section 2 Investment Objective 2 Fees and Expenses of the Fund 3 Principal Investment Strategies Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 Principal Investment Risks 5 Performance 6 Portfolio Management 6 Purchases, Sales and Exchanges of Fund Shares 7 Tax Information 7 Payments to Brokers-Dealers and Other Financial Intermediaries 8 Additional Information Regarding Principal Investment Strategies 8 Overview of Fund 8 Investment Process 8 Temporary Defensive Position 8 Portfolio Holdings Information 9 Investment Objective Updates 9 Additional Information Regarding Principal Investment Risks 13 Account Information 18 Determination of Net Asset Value 19 Dividends, Distributions, and Taxes 22 Additional Information about Management of the Fund 22 The Adviser 22 Portfolio Managers 23 Financial Highlights Back Cover For More Information Summary Section Investment Objective The investment objective of the Guardian Capital Dividend Growth Fund (the “Fund”) is to seek long-term capital appreciation and current income. Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investments) Class I Maximum Sales Charge (Load) Imposed on Purchases None (as a percentage of the offering price) Maximum Deferred Sales Charge (Load) Imposed on Redemptions None (as a percentage of the sale price) Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your Class I investment) Management Fee 0.75% Distribution and/or Service Fee (12b-1) Fees N/A Other Expenses 0.98% Total Annual Operating Expenses 1.73% Expense Reduction/Reimbursement(1) (0.78)% Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement(1) 0.95% Guardian Capital LP, the Fund’s adviser (the “Adviser”), has contractually agreed to waive its management fee and/or reimburse expenses so that total annual operating expenses for the Fund (excluding (i) interest; (ii) taxes; (iii) brokerage fees and (1) commissions; (iv) other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) dividend expense on short sales; and (vi) indirect expenses such as acquired fund fees and expenses) do not exceed 0.95% of the average daily net Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document assets of the Fund through January 31, 2023 (the “Expense Limitation”). The Expense Limitation is expected to continue from year to year thereafter. During any fiscal year that the Investment Advisory Agreement between the Adviser and Capitol Series Trust (the “Trust”) is in effect, the Adviser may recoup the sum of all fees previously waived or expenses reimbursed, less any reimbursement previously paid, provided that the Adviser is only permitted to recoup fees or expenses within 36 months from the date the fee waiver or expense reimbursement first occurred and provided further that such recoupment can be achieved within the Expense Limitation Agreement currently in effect and the Expense Limitation Agreement in place when the waiver/ reimbursement occurred. This Expense Limitation Agreement may not be terminated by the Adviser prior to its expiration date, but the Board of Trustees (the “Board”) may terminate such agreement at any time. The Expense Limitation Agreement terminates automatically upon the termination of the Advisory Agreement with the Adviser. Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and the expense reduction/reimbursement remains 2 in place for the contractual period only (through January 31, 2023). Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Class I $97 $388 $788 $1,907 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. The Fund is typically expected to have a portfolio turnover rate of 99% or less. For the fiscal year ended April 30, 2021, the Fund’s portfolio turnover rate was 47% of the average value of its portfolio. Principal Investment Strategies The Fund invests primarily in a diversified portfolio of equity securities of both U.S. and non-U.S. companies that pay current dividends, including American Depository Receipts (“ADRs”). Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in such dividend-paying equity securities. The Fund may invest in companies of all sizes but will focus primarily on medium and larger capitalization companies that pay a dividend, and may trade warrants and rights. The Fund considers market capitalizations between $2 Billion and $25 billion to qualify as medium capitalization, and those over $25 billion to qualify as large capitalization. These dollar amounts may change due to market conditions. The Fund may also invest in real estate investment trusts (“REITs”) and limited partnership interests in Master Limited Partnerships (“MLPs”). In selecting securities for the Fund, the Adviser primarily seeks to identify companies that it believes have the potential for growth of income and capital appreciation over time, with an emphasis on companies that the Adviser believes have the ability to grow earnings and a willingness to sustainably increase dividends. The international portion of the Fund’s portfolio will generally be diversified across a number of foreign countries, and may, at times, comprise a significant majority of the Fund’s portfolio. This may include securities of companies that are listed, or whose principal business activities are located, in emerging market countries. Emerging markets countries include those defined or classified currently or in the future as an emerging market by the Morgan Stanley Capital International (“MSCI”) Emerging Markets Index. Principal Investment Risks All investments involve risks, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency.