TACK holders face a December vote on a move to Amplify

Shareholders of Capitol Series Trust's Fairlead Tactical Sector ETF TACK are being asked to vote in December 2026 on moving the fund into Amplify ETF Trust. The ticker would stay, and Katie Stockton would stay as portfolio manager.

The management fee would fall from 0.59% to 0.57%. An abstention counts as a vote against the deal.

The December meeting

The amended registration Amplify ETF Trust filed on Oct. 29, 2026, names December 2026 for the meeting and does not name the day or the record date. The record date is the cutoff for which shareholders can vote, and the board of Capitol Series Trust is the one that sets it.

The Oct. 2 registration had fixed the record date at the close of business on Sept. 30, 2026. The proxy says a record date may not be more than 60 days before the meeting. Sept. 30 falls outside that window for any day in December.

The filing proposes that the registration become effective on Nov. 2, 2026. That date is for the paperwork, not the closing. The reorganization is still expected in December, and it still needs shareholder approval. The proxy is to be mailed in November.

What shareholders would be asked to approve

TACK would transfer its assets and liabilities to Amplify Fairlead Tactical Sector ETF, a new series of Amplify ETF Trust. Holders would receive shares of equal aggregate net asset value, and the old fund would be liquidated.

The filing says no sales charge, redemption fee or other transaction fee would be imposed on the exchange. Amplify Investments, which would become the adviser, and Fairlead Asset Management, which runs the portfolio, have agreed to share the reorganization expenses. The fund and its shareholders would not pay them.

Approval takes what the Investment Company Act of 1940 calls a majority of the outstanding voting securities: the lesser of 67% of the shares present at the meeting, if holders of more than half the shares are present or represented by proxy, or more than half of all shares outstanding. Abstentions count toward a quorum and, because the proposal needs an affirmative vote, count as votes against it.

If shareholders reject the plan, the reorganization will not happen. The Capitol Series board will consider what to do next, including a deal with a different fund or a liquidation. Shareholder approval cannot be waived.

Why Fairlead wants the move

The filing says Fairlead Asset Management told the Capitol Series board that the fund had not experienced meaningful organic growth, excluding market performance, for several years, and that more sales, marketing and distribution resources were important to its future growth. It says Fairlead concluded that partnering with Amplify Investments offered the best opportunity to pursue that growth while keeping the investment program.

The filing says there can be no assurance the move will result in more assets, or any further cut in expenses.

The filing says that in the second half of 2024, Cary Street Partners Asset Management, the current adviser, first determined that continuing to advise a publicly offered fund may no longer be consistent with its strategic business objectives. The proxy says Cary Street will have no role after the reorganization. The Capitol Series board approved the plan on June 17, 2026, and recommended that shareholders vote for it.

The fee, and what would stay

Amplify Investments would replace Cary Street. The contractual fee would fall from 0.59% to 0.57% of average daily net assets. Out of that fee, Amplify Investments would pay the fund's ordinary operating costs, including administration, custody, legal and audit.

The fee would not cover brokerage, interest, the fund's own taxes, or the fees of the ETFs the fund owns. Those underlying-fund fees are estimated at 0.10%, and they can change as the holdings change. If they stay at 0.10%, total annual operating expenses are estimated at 0.67%, against 0.69% now.

The management-fee cut is 0.02 percentage point, or $2 a year for every $10,000 a shareholder has in the fund. TACK had $305 million in net assets as of Aug. 31, 2026.

The new series is expected to keep the ticker TACK and the listing on NYSE Arca. Katie Stockton, founder and managing partner of Fairlead Asset Management, has managed the fund since March 2022 and is expected to continue.

The investment objective and the strategy would stay the same in all material respects. The new series has no assets yet. If the deal closes, it would adopt TACK's performance history.

Taxes

The exchange is intended to qualify as tax-free for federal income tax purposes if the requirements are met. Cash paid in place of a fractional share can be taxable, and a holder's aggregate tax basis would carry over.

Counsel's opinion would not bind the Internal Revenue Service, and neither fund has asked the IRS for a ruling.