As filed with the Securities and Exchange Commission
on November 16, 1995
Registration No. 33-33144; 811-6030
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 15 [x]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 16 [x]
(Check appropriate box or boxes)
------------------------
THE CAPITOL MUTUAL FUNDS
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis,
Morrison & Foerster Nessen, Kamin & Frankel
2000 Pennsylvania Ave., N.W., Suite 5500 919 Third Avenue
Washington, D.C. 20006 New York, New York 10022
It is proposed that this filing will become effective (check appropriate box):
<TABLE>
<CAPTION>
<S> <C>
[ ] Immediately upon filing pursuant to Rule 485(b); or [x] on January 3, 1996 pursuant to Rule 485(b), or
[ ] 60 days after filing pursuant to Rule 485(a), or [ ] on ___________ pursuant to Rule 485(a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
CALCULATION OF REGISTRATION FEE
UNDER THE SECURITIES ACT OF 1933
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Proposed Maximum Proposed Maximum
Title of Securities Offering Price Per Aggregate Offering Amount of
Being Registered Amount Being Share** Price* Registration
Registered Fee
<S> <C> <C> <C> <C>
Shares of Beneficial Indefinite* N/A N/A N/A
Interest
Shares of Beneficial 2,000,000,000 $1.00 $2,000,000,000 $400,000
Interest
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* Registrant continues its election to register an indefinite number or
amount of shares of beneficial interest under the Investment Company
Act of 1940. The Rule 24f-2 Notice for Registrant's most recent fiscal
year ended April 30, 1995 was filed on June 26, 1995.
** Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. Pursuant to this amendment, the Registrant is
registering 2,000,000,000 Shares ($2,000,000,000 worth of Shares) for
$400,000. The proposed maximum offering price per Share, as calculated
pursuant to Rule 457(d) under the Securities Act of 1933 on the basis
of the offering price of the Registrant's Shares on November 15, 1995,
is $1.00.
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 15 to the Registration Statement of
The Capitol Mutual Funds is comprised of the following papers and documents:
1. The facing sheet to register a definite number of Shares of
beneficial interest;
2. Signatures pages; and
3. Exhibit Ex-99.B-10, the opinion and consent of Morrison &
Foerster, counsel to the Registrant, as to the
legality of the Shares being registered.
With the exception of the items listed above, this Post-Effective
Amendment No. 15 under the Securities Act of 1933 incorporates by reference all
materials filed as part of Post-Effective Amendment No. 14 to Form N-1A for The
Capitol Mutual Funds, File No. 33-33144.
The sole purpose of this Post-Effective Amendment No. 15 is to register
a definite number of additional Shares of beneficial interest of The Capitol
Mutual Funds, pursuant to Rule 24e-2(a) under the Investment Company Act of
1940.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(Ex-99.B.10)Opinion and consent of Morrison & Foerster
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 15th day of November, 1995.
THE CAPITOL MUTUAL FUNDS
By: *
A. Max Walker
President and Chairman
of the Board of Trustees
By: /s/Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
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<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
* President and Chairman November 15, 1995
----------------------------------
(A. Max Walker) of the Board of Trustees
(Principal Executive Officer)
* Treasurer November 15, 1995
- - ----------------------------------
(Richard H. Rose) Vice President
(Principal Financial and
Accounting Officer)
* Trustee November 15, 1995
- - ----------------------------------
(Edmund L. Benson, III)
* Trustee November 15, 1995
- - ----------------------------------
(James Ermer)
* Trustee November 15, 1995
- - ----------------------------------
(William H. Grigg)
* Trustee November 15, 1995
- - ----------------------------------
(Thomas F. Keller)
Trustee November 15, 1995
(Carl E. Mundy, Jr.)
* Trustee November 15, 1995
- - ----------------------------------
(Charles B. Walker)
* Trustee November 15, 1995
- - ----------------------------------
(Thomas S. Word)
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
<PAGE>
Ex-99.B-10
[MORRISON & FOERSTER LETTERHEAD]
November 16, 1995
The Capitol Mutual Funds
111 Center Street
Little Rock, Arkansas 72201
Re: Post-Effective Amendment No. 15 to
The Capitol Mutual Funds Registration Statement on Form N-1A
Gentlemen:
We have acted as counsel for The Capitol Mutual Funds, a
Massachusetts business trust, (the "Trust"), in connection with the registration
of 2,000,000,000 Shares of the Funds of the Trust pursuant to Post-Effective
Amendment No. 15 to the Trust's Registration Statement on Form N-1A (SEC File
Nos. 33-33144 and 811-6030) under the Securities Act of 1933. The registration
of such Shares is being made in reliance on Rule 24e-2 under the Investment
Company Act of 1940.
We have been requested by the Trust to furnish this opinion as an
exhibit to the Post-Effective Amendment to the Registration Statement.
We have examined such records, documents, instruments,
certificates of public officials and of the Trust, made such inquiries of the
Trust, and examined such questions of law as we have deemed necessary for the
purpose of rendering the opinion set forth herein. We have assumed the
genuineness of all signatures and the authenticity of all items submitted to us
as originals and the conformity with originals of all items submitted to us as
copies.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance and sale of the foregoing Shares registered pursuant
to Rule 24e-2 have been duly and validly authorized by all appropriate action
and upon delivery thereof and payment therefor in accordance with the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
We consent to the inclusion of this opinion as an exhibit to
Post-Effective Amendment No. 15 to the Trust's Registration Statement.
Very truly yours,
MORRISON & FOERSTER
