Fairlead ETF Seeks Shareholder Nod for New Advisory Pact Post-Privatization

Capitol Series Trust DEF 14A Filing Summary
Field	Detail
Company	Capitol Series Trust
Form Type	DEF 14A
Filed Date	Jul 11, 2025
Risk Level	medium
Sentiment	neutral

Sentiment: neutral

Topics: ETF, Proxy Statement, Investment Advisory Agreement, Shareholder Vote, Corporate Governance, Fund Management, Privatization

Related Tickers: TACK

TL;DR

**TACK shareholders better approve this new advisory agreement, or their ETF's future is in limbo after CSPAM's privatization.**

AI Summary

Capitol Series Trust, on behalf of its Fairlead Tactical Sector ETF (TACK), filed a DEF 14A proxy statement on July 11, 2025, to seek shareholder approval for a new investment advisory agreement. This new agreement is necessary due to recent transactions involving a privatization of Cary Street Partners Asset Management LLC (CSPAM), the Fund's investment adviser. The special meeting of shareholders is scheduled for August 27, 2025, at 11:00 a.m. Eastern time, at the offices of Ultimus Fund Solutions LLC in Cincinnati, OH. The filing indicates no fee was required for this definitive proxy statement. The core business change is the structural shift within CSPAM, necessitating a re-approval of the advisory contract to ensure continuity and compliance. The strategic outlook is to maintain the existing investment strategy and management team for the Fairlead Tactical Sector ETF under the new corporate structure of CSPAM.

Why It Matters

This DEF 14A filing is crucial for investors in the Fairlead Tactical Sector ETF (TACK) as it directly impacts the fund's operational continuity and governance. Shareholder approval of the new investment advisory agreement with Cary Street Partners Asset Management LLC (CSPAM) is essential to maintain the fund's current investment strategy and management team following CSPAM's privatization. Failure to approve could lead to disruptions, potential changes in management, or even the fund's liquidation, directly affecting investor returns and stability. In a competitive ETF market, any uncertainty around advisory agreements can deter new investors and prompt existing ones to re-evaluate their holdings.

Risk Assessment

Risk Level: medium — The risk level is medium because while the filing states the new agreement is due to a privatization of the adviser, Cary Street Partners Asset Management LLC, and implies continuity, shareholder disapproval could lead to significant disruption for the Fairlead Tactical Sector ETF. The meeting on August 27, 2025, is critical; a 'no' vote could force the fund to seek a new adviser or potentially liquidate, impacting investors.

Analyst Insight

Investors in the Fairlead Tactical Sector ETF (TACK) should carefully review the proxy materials and vote in favor of the new investment advisory agreement to ensure the fund's operational continuity. Failure to approve could introduce significant uncertainty and potential disruption to their investment.

Financial Highlights

total Assets: N/A
total Debt: N/A

Key Numbers

2025-07-11 — Filing Date (Date the DEF 14A was filed with the SEC)
2025-08-27 — Meeting Date (Date of the special shareholder meeting for the Fairlead ETF)
11:00 a.m. ET — Meeting Time (Scheduled time for the special shareholder meeting)

Key Players & Entities

Capitol Series Trust (company) — Registrant and umbrella trust for Fairlead Tactical Sector ETF
Fairlead Tactical Sector ETF (company) — Series of Capitol Series Trust, subject of the proxy vote
Cary Street Partners Asset Management LLC (company) — Investment adviser to the Fairlead Tactical Sector ETF
Ultimus Fund Solutions LLC (company) — Fund's administrator and location of the shareholder meeting
SEC (regulator) — Securities and Exchange Commission, regulatory body for the filing
August 27, 2025 (date) — Date of the special meeting of shareholders
11:00 a.m. Eastern time (time) — Time of the special meeting of shareholders
225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 (location) — Business and mail address of Capitol Series Trust and meeting location

FAQ

Why is Capitol Series Trust's Fairlead Tactical Sector ETF seeking a new investment advisory agreement?

The Fairlead Tactical Sector ETF is seeking a new investment advisory agreement because of recent transactions involving a privatization of its investment adviser, Cary Street Partners Asset Management LLC (CSPAM). This necessitates shareholder approval to ensure the continuity of the fund's management and operations.

When and where is the special meeting of shareholders for the Fairlead Tactical Sector ETF?

The special meeting of shareholders for the Fairlead Tactical Sector ETF will be held on August 27, 2025, at 11:00 a.m. Eastern time. The meeting will take place at the offices of the Fund's administrator, Ultimus Fund Solutions LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

What is the primary proposal shareholders of the Fairlead Tactical Sector ETF are being asked to approve?

Shareholders of the Fairlead Tactical Sector ETF are primarily being asked to approve a new investment advisory agreement between the Fund and Cary Street Partners Asset Management LLC (CSPAM). This approval is crucial for the continued management of the ETF.

What is the role of Cary Street Partners Asset Management LLC in relation to the Fairlead Tactical Sector ETF?

Cary Street Partners Asset Management LLC (CSPAM) is the investment adviser to the Fairlead Tactical Sector ETF. They are responsible for managing the fund's investments and implementing its investment strategy.

What are the potential risks if shareholders do not approve the new advisory agreement for the Fairlead Tactical Sector ETF?

If shareholders do not approve the new advisory agreement, there could be significant disruptions to the Fairlead Tactical Sector ETF's operations. This could include the need to find a new investment adviser, potential changes to the fund's investment strategy, or even the liquidation of the fund, impacting investor capital.

Is there a filing fee associated with this DEF 14A proxy statement for Capitol Series Trust?

No, the DEF 14A proxy statement filed by Capitol Series Trust on behalf of its Fairlead Tactical Sector ETF indicates that no fee was required for this filing, as checked in the appropriate box on the Schedule 14A.

What is the CIK number for Capitol Series Trust?

The Central Index Key (CIK) number for Capitol Series Trust is 0001587551, as stated in the filing header.

What is the fiscal year end for Capitol Series Trust?

The fiscal year end for Capitol Series Trust is August 31, as indicated in the company data section of the filing.

Who is the administrator for the Fairlead Tactical Sector ETF?

Ultimus Fund Solutions LLC is the administrator for the Fairlead Tactical Sector ETF. Their offices are also the location for the upcoming special shareholder meeting.

What is the significance of a 'Definitive Proxy Statement' in this filing?

A 'Definitive Proxy Statement' (DEF 14A) means that the information contained within the filing is final and has been submitted to the SEC for distribution to shareholders, allowing them to make informed decisions and cast their votes on the proposals outlined, such as the new investment advisory agreement.

Risk Factors

Shareholder Approval for Advisory Agreement [medium — regulatory]: The Fund requires shareholder approval for a new investment advisory agreement due to recent transactions involving the privatization of Cary Street Partners Asset Management LLC (CSPAM). Failure to obtain this approval could disrupt the Fund's investment management and operations.
Changes in Investment Adviser Structure [medium — operational]: The privatization of CSPAM represents a significant structural change for the Fund's investment adviser. While the filing states the intention to maintain the existing investment strategy and management team, any unforeseen integration issues or changes in key personnel could impact the Fund's performance.

Industry Context

The asset management industry is subject to ongoing consolidation and structural changes, often driven by private equity involvement or strategic acquisitions. Exchange-Traded Funds (ETFs) continue to grow in popularity, demanding robust and compliant advisory services. Regulatory scrutiny remains high, requiring clear communication and shareholder consent for significant changes in fund management.

Regulatory Implications

The need for shareholder approval for a new investment advisory agreement following a change in the adviser's ownership structure is a standard regulatory requirement under the Investment Company Act of 1940. Ensuring compliance with proxy solicitation rules and accurately disclosing all material information is paramount.

What Investors Should Do

Review the proxy statement carefully.
Vote on the proposed new investment advisory agreement.
Attend the special shareholder meeting or vote by proxy.

Key Dates

2025-07-11: Filing of Definitive Proxy Statement (DEF 14A) — Initiates the formal process for shareholder voting on the proposed new investment advisory agreement.
2025-08-27: Special Meeting of Shareholders — Shareholders will vote on the approval of the new investment advisory agreement, which is critical for the continued management of the Fairlead Tactical Sector ETF.

Glossary

DEF 14A: A Definitive Proxy Statement filed with the SEC by a company seeking shareholder approval for specific corporate actions. (This filing is the primary document informing shareholders about the proposed changes and requesting their vote.)
Investment Advisory Agreement: A contract between an investment company and an investment adviser that outlines the terms and conditions under which the adviser manages the company's assets. (The approval of a new agreement is the central purpose of this proxy filing due to changes in the adviser's corporate structure.)
Privatization: The process of a company ceasing to be a publicly traded entity, often by being acquired by a private entity or management. (This event at Cary Street Partners Asset Management LLC necessitates the shareholder vote on the new advisory agreement.)
Fairlead Tactical Sector ETF (TACK): The specific series of Capitol Series Trust for which the proxy statement is being issued. (This is the fund whose shareholders are being asked to vote on the proposed advisory agreement.)

Year-Over-Year Comparison

This filing is a definitive proxy statement (DEF 14A) related to a special shareholder meeting. As it pertains to a specific corporate action and not a regular financial reporting period, a direct comparison of financial metrics like revenue or margins to a previous filing is not applicable. The focus is on the procedural requirement for shareholder approval of an investment advisory agreement due to a change in the adviser's corporate structure.

Filing Details

This Form DEF 14A (Form DEF 14A) was filed with the SEC on July 11, 2025 regarding Capitol Series Trust.

View full filing on EDGAR

View Full Filing

View this DEF 14A filing on SEC EDGAR