As filed with the U.S. Securities and Exchange Commission on March 9, 2023
File No. 333-195493
File No. 811-22961
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
| Pre-Effective Amendment No. ____ | ☐ |
| Post-Effective Amendment No. 220 | ☒ |
| |
and/or |
| |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
| Amendment No. 223 | ☒ |
EA Series Trust
(Exact Name of Registrant as Specified in Charter)
19 East Eagle Road
Havertown, Pennsylvania 19083
(Address of Principal Executive Offices, Zip Code)
(215) 882-9983
(Registrant’s Telephone Number, including Area Code)
John R. Vogel
19 East Eagle Road
Havertown, Pennsylvania 19083
(Name and Address of Agent for Service)
Copy to:
Karen Aspinall, Esq.
Practus, LLP
11300 Tomahawk Creek Parkway, Suite 310
Leawood, Kansas 66211
EXPLANATORY NOTE
This Post-Effective Amendment No. 220 to the Registration Statement on Form N-1A (File Nos. 333-195493 and 811-22961) of EA Series Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 220 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 220 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 220 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
Item 28. Exhibits:
| (a) | Articles of Incorporation. |
| (c) | Instruments Defining Rights of Security Holders. |
| (1) | Agreement and Declaration of Trust |
| (ii) | Article V: Shareholders’ Voting Powers and Meetings |
| (iii) | Article VI: Net Asset Value; Distributions; Redemptions; Transfers |
| (iv) | Article VIII: Certain Transactions, Section 4 |
| (v) | Article X: Miscellaneous, Section 4 |
| (i) | Article II: Meetings of Shareholders |
| (ii) | Article VI: Records and Reports, Sections 1, 2, and 3 |
| (iii) | Article VII: General Matters, Sections 3, 4, 6, and 7 |
| (iv) | Article VIII: Amendments, Section 1 |
| (d) | Investment Advisory Agreements. |
| (12) | [Intentionally Omitted] |
| (13) | [Intentionally Omitted] |
| (18) | [Intentionally Omitted] |
| (19) | [Intentionally Omitted] |
| (23) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and GuruFocus Investments, LLC with respect to the Guru Favorite Stocks ETF, previously filed as Exhibit 99.d.23 with Post-Effective Amendment No. 99 to the Registrant’s registration statement on December 14, 2021, is hereby incorporated by reference. |
| | |
| (24) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Generation Z ETF, previously filed as Exhibit 99.d.24 with Post-Effective Amendment No. 98 to the Registrant’s registration statement on December 13, 2021, is hereby incorporated by reference. |
| | |
| (25) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Alkali Fintech LLC with respect to the Generation Z ETF, previously filed as Exhibit 99.d.25 with Post-Effective Amendment No. 98 to the Registrant’s registration statement on December 13, 2021, is hereby incorporated by reference. |
| (26) | [Intentionally Omitted] |
| | |
| (27) | [Intentionally Omitted] |
| (28) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the ROC ETF, previously filed as Exhibit 99.d.28 with Post-Effective Amendment No. 111 to the Registrant’s registration statement on March 18, 2022, is hereby incorporated by reference. |
| | |
| (29) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and ROC Investments, LLC with respect to the ROC ETF, previously filed as Exhibit 99.d.28 with Post-Effective Amendment No. 111 to the Registrant’s registration statement on March 18, 2022, is hereby incorporated by reference. |
| (30) | [Intentionally Omitted] |
| | |
| (31) | [Intentionally Omitted] |
| | |
| (32) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Relative Sentiment Tactical Allocation ETF, previously filed as Exhibit 99.d.32 with Post-Effective Amendment No. 115 to the Registrant’s registration statement on April 1, 2022, is hereby incorporated by reference. |
| | |
| (33) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Relative Sentiment Technologies, LLC with respect to the Relative Sentiment Tactical Allocation ETF, previously filed as Exhibit 99.d.33 with Post-Effective Amendment No. 115 to the Registrant’s registration statement on April 1, 2022, is hereby incorporated by reference. |
| | |
| (34) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Argent Mid Cap ETF, previously filed as Exhibit 99.d.34 with Post-Effective Amendment No. 153 to the Registrant’s registration statement on August 15, 2022, is hereby incorporated by reference. |
| (36) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the AOT Growth and Innovation ETF, previously filed as Exhibit 99.d.36 with Post-Effective Amendment No. 134 to the Registrant’s registration statement on June 22, 2022, is hereby incorporated by reference. |
| | |
| (37) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC and AOT Invest LLC with respect to the AOT Growth and Innovation ETF, previously filed as Exhibit 99.d.37 with Post-Effective Amendment No. 134 to the Registrant’s registration statement on June 22, 2022, is hereby incorporated by reference. |
| (38) | [Intentionally Omitted] |
| (i) | Amendment No. 1 to Schedule A to the Investment Advisory Agreement between Registrant and Empowered Funds, LLC, with respect to the Strive 500 ETF, previously filed as Exhibit 99.d(42)(i) with Post-Effective Amendment No. 165 to the Registrant’s registration statement on September 7, 2022, is hereby incorporated by reference. |
| | |
| (ii) | Amendment No. 2 to Investment Advisory Agreement between Registrant and Empowered Funds, LLC, with respect to the Strive U.S. Semiconductor ETF and Strive U.S. Technology ETF, previously filed as Exhibit 99.d(42)(ii) with Post-Effective Amendment No. 179 to the Registrant’s registration statement on October 3, 2022, is hereby incorporated by reference. |
| (iii) | Amendment No. 3 to Investment Advisory Agreement between Registrant and Empowered Funds, LLC, with respect to the Strive 1000 Growth ETF, Strive 1000 Value ETF, Strive 2000 ETF, and Strive 1000 Dividend Growth ETF, previously filed as Exhibit 99.d(42)(iii) with Post-Effective Amendment No. 188 to the Registrant’s registration statement on November 4, 2022, is hereby incorporated by reference. |
| | |
| (iv) | Form of Amendment No. 4 to Investment Advisory Agreement between Registrant and Empowered Funds, LLC, with respect to the Strive Emerging Markets Ex-China ETF, previously filed as Exhibit 99.d(42)(iv) with Post-Effective Amendment No. 205 to the Registrant’s registration statement on January 9, 2023, is hereby incorporated by reference. |
| | |
| (v) | Amendment No. 5 to Investment Advisory Agreement between Registrant and Empowered Funds, LLC, with respect to the Strive Developed Markets ETF, Strive Total Return Bond ETF and Strive Enhanced Income Short Maturity ETF – To be filed by amendment. |
| | (ii) | Amendment No. 2 to Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC and Strive Asset Management, LLC, with respect to the Strive 1000 Growth ETF, Strive 1000 Value ETF, Strive 2000 ETF, and Strive 1000 Dividend Growth ETF, previously filed as Exhibit 99.d(43)(ii) with Post-Effective Amendment No. 188 to the Registrant’s registration statement on November 4, 2022, is hereby incorporated by reference. |
| | | |
| | (iii) | Amendment No. 3 to Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC and Strive Asset Management, LLC, with respect to the Strive Developed Markets ETF, Strive Total Return Bond ETF and Strive Enhanced Income Short Maturity ETF – To be filed by amendment. |
| (46) | [Intentionally Omitted] |
| | |
| (47) | [Intentionally Omitted] |
| (51) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Alpha Architect, LLC with respect to the Alpha Architect High Inflation and Deflation ETF, previously filed as Exhibit 99.d.51 with Post-Effective Amendment No. 192 to the Registrant’s registration statement on November 15, 2022, is hereby incorporated by reference. |
| | |
| (52) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to Alpha Architect Tail Risk ETF and Alpha Architect 1-3 Month Box ETF previously filed as Exhibit 99.d52 with Post-Effective Amendment No. 191 to the Registrant’s registration statement on November 10, 2022, is hereby incorporated by reference. |
| (53) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC and Arin Risk Advisors, LLC with respect to the Alpha Architect Tail Risk ETF and Alpha Architect 1-3 Month Box ETF previously filed as Exhibit 99.d53 with Post-Effective Amendment No. 191 to the Registrant’s registration statement on November 10, 2022, is hereby incorporated by reference. |
| | |
| (54) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Euclidean Fundamental Value ETF – To be filed by amendment. |
| | |
| (55) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Euclidean Technologies Management, LLC with respect to the Euclidean Fundamental Value ETF – To be filed by amendment. |
| | |
| (56) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Bridges Capital Tactical Equity ETF – To be filed by amendment. |
| | |
| (57) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Bridges Capital, LLC with respect to the Bridges Capital Tactical Equity ETF – To be filed by amendment. |
| | |
| (58) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the MKAM ETF – To be filed by amendment. |
| | |
| (59) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and MKAM ETF LLC with respect to the MKAM ETF – To be filed by amendment. |
| | |
| (60) | Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the Morgan Dempsey Large Cap Value ETF – To be filed by amendment. |
| | |
| (61) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Morgan Dempsey Capital Management, LLC with respect to the Morgan Dempsey Large Cap Value ETF – To be filed by amendment. |
| | |
| (62) | Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC and Angel Oak Capital Advisors, LLC with respect to the Strive Total Return Bond ETF and the Strive Enhanced Income Short Maturity ETF – To be filed by amendment. |
(e) | Underwriting Contracts. |
(f) | Bonus or Profit Sharing Contracts. |
Not Applicable.
(h) | Other Material Contracts. |
| (i) | Seventeenth Amendment and Amended Exhibit A to the Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp, previously filed as Exhibit 99.h(1)(i) with Post-Effective Amendment No. 111 to the Registration statement on March 18, 2022, is hereby incorporated by reference. |
| | |
| (ii) | Eighteenth Amendment and Amended Exhibit A to the Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp, previously filed as Exhibit 99.h(1)(ii) with Post-Effective Amendment No. 134 to the Registrant’s registration statement on June 22, 2022, is hereby incorporated by reference. |
| | |
| (iii) | Nineteenth Amendment and Amended Exhibit A to the Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp, previously filed as Exhibit 99.h(1)(iii) with Post-Effective Amendment No. 146 to the Registrant’s registration statement on August 4, 2022, is hereby incorporated by reference. |
| | |
| (iv) | Twentieth Amendment and Amended Exhibit B to the Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp, previously filed as Exhibit 99.h(1)(iv) with Post-Effective Amendment No. 146 to the Registrant’s registration statement on August 4, 2022, is hereby incorporated by reference. |
| (i) | Seventeenth Amendment and Amended Exhibit A to the Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h(2)(i) with Post-Effective Amendment No. 111 to the Registration statement on March 18, 2022, is hereby incorporated by reference. |
| | |
| (ii) | Eighteenth Amendment and Amended Exhibit A to the Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h(2)(ii) with Post-Effective Amendment No. 134 to the Registrant’s registration statement on June 22, 2022, is hereby incorporated by reference. |
| | |
| (iii) | Nineteenth Amendment and Amended Exhibit A to the Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h(2)(iii) with Post-Effective Amendment No. 146 to the Registrant’s registration statement on August 4, 2022, is hereby incorporated by reference. |
| (9) | [Intentionally Omitted] |
| (12) | Agreement and Plan of Reorganization between, inter alia, the Registrant, on behalf of its series, the UPHOLDINGS Compound Kings ETF and Upholdings Funds LLC, on behalf of its series, the Flagship Fund, previously filed as Exhibit 99.h.12 with Post-Effective Amendment No. 50 to the Registrant’s registration statement on January 25, 2021, is hereby incorporated by reference. |
| | |
| (13) | Fee Waiver Agreement between the Registrant, for Discipline Fund ETF, and Empowered Funds, LLC, previously filed as Exhibit 99.h.13 with Post-Effective Amendment No. 86 to the Registrant’s registration statement on September 15, 2021, is hereby incorporated by reference. |
| (16) | [Intentionally Omitted] |
| | |
| (17) | [Intentionally Omitted] |
| (23) | Fee Waiver Agreement between Registrant, for the Alpha Architect Tail Risk ETF, and Empowered Funds, LLC – previously filed as Exhibit 99.h.23 with Post-Effective Amendment No. 191 to the Registrant’s registration statement on November 10, 2022, is hereby incorporated by reference. |
| | |
| (24) | Fee Waiver Agreement between Registrant, for the Alpha Architect 1-3 Month Box ETF, and Empowered Funds, LLC, previously filed as Exhibit 99.h.24 with Post-Effective Amendment No. 193 to the Registrant’s registration statement on November 15, 2022, is hereby incorporated by reference. |
| (9) | [Intentionally Omitted] |
| (12) | [Intentionally Omitted] |
| (22) | [Intentionally Omitted] |
| (23) | Opinion and Consent of Counsel for the EA Bridgeway Blue Chip ETF, previously filed as Exhibit 99.i.23 with Post-Effective Amendment No. 151 to the Registrant’s registration statement on August 11, 2022, is hereby incorporated by reference. |
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| (24) | Opinion and Consent of Counsel for the Strive U.S. Energy ETF, previously filed as Exhibit 99.i.24 with Post-Effective Amendment No. 146 to the Registrant’s registration statement on August 4, 2022, is hereby incorporated by reference. |
| | |
| (25) | Opinion and Consent of Counsel for the Alpha Architect 1-3 Month Box ETF previously filed as Exhibit 99.h.24 with Post-Effective Amendment No. 193 to the Registrant’s registration statement on November 15, 2022, is hereby incorporated by reference. |
| | |
| (26) | Opinion and Consent of Counsel for the Altrius Global Dividend ETF, previously filed as Exhibit 99.i.25 with Post-Effective Amendment No. 174 to the Registrant’s registration statement on September 26, 2022, is hereby incorporated by reference. |
| | |
| (27) | Opinion and Consent of Counsel for the Burney U.S. Factor Rotation ETF - previously filed as Exhibit 99.i.27 with Post-Effective Amendment No. 180 to the Registrant’s registration statement on October 7, 2022, is hereby incorporated by reference. |
| | |
| (28) | Opinion and Consent of Counsel for the Alpha Architect High Inflation and Deflation ETF, previously filed as Exhibit 99.i.28 with Post-Effective Amendment No. 192 to the Registrant’s registration statement on November 15, 2022, is hereby incorporated by reference. |
| (34) | Opinion and Consent of Counsel for the Strive FAANG 2.0 ETF - To be filed by amendment. |
| (35) | Opinion and Consent of Counsel for the Euclidean Fundamental Value ETF - To be filed by amendment. |
| (36) | Opinion and Consent of Counsel for the Bridges Capital Tactical Equity ETF - To be filed by amendment. |
(j) | Consent to reference Independent Registered Public Accounting Firm – To be filed by amendment. |
(k) | Omitted Financial Statements. |
Not Applicable.
Not Applicable.
| (6) | [Intentionally Omitted] |
| (9) | [Intentionally Omitted] |
| (13) | [Intentionally Omitted] |
| (16) | [Intentionally Omitted]. |
| (20) | Code of Ethics of Strive Asset Management, LLC, previously filed as Exhibit 99.p.20 with Post-Effective Amendment No. 146 to the Registrant’s registration statement on August 4, 2022, is hereby incorporated by reference. |
| | |
| (21) | Code of Ethics of Arin Risk Advisors, LLC – previously filed as Exhibit 99.p.21 with Post-Effective Amendment No. 191 to the Registrant’s registration statement on November 10, 2022, is hereby incorporated by reference. |
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| (22) | Code of Ethics of Altrius Capital Management, Inc., previously filed as Exhibit 99.p.22 with Post-Effective Amendment No. 174 to the Registrant’s registration statement on September 26, 2022, is hereby incorporated by reference. |
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| (23) | Code of Ethics of The Burney Company – previously filed as Exhibit 99.p.23 with Post-Effective Amendment No. 180 to the Registrant’s registration statement on October 7, 2022, is hereby incorporated by reference. |
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| (24) | Code of Ethics of Euclidean Technologies Management, LLC - To be filed by amendment. |
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| (25) | Code of Ethics of Bridges Capital, LLC – To be filed by amendment. |
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| (26) | Code of Ethics of MKAM ETF LLC – To be filed by amendment. |
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| (27) | Code of Ethics of Morgan Dempsey Capital Management LLC – To be filed by amendment. |
Item 29. Persons Controlled By or Under Common Control with the Registrant:
None.
Item 30. Indemnification:
Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Agreement and Declaration of Trust (“Declaration of Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant.
Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803 protects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or obligation of the Registrant or any trustee thereof, except as otherwise provided in the Declaration of Trust.
The Declaration of Trust provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the DSTA, these Agents (as defined in the Declaration of Trust) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.
The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party or is threatened to be made a party to any Proceeding (as defined in the Declaration of Trust) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration of Trust), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person’s conduct was unlawful. There shall nonetheless be no indemnification for a person’s own Disqualifying Conduct.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Registrant may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser:
This Item incorporates by reference each investment adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the SEC, as listed below. Each Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov. Additional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each officer and director of the below-listed investment advisers is included in the Trust’s Statement of Additional Information.
| Investment Adviser | | SEC File No. |
| | | |
| Empowered Funds, LLC | | 801-79835 |
| | | |
| Gadsden, LLC | | 801-112416 |
| | | |
| Upholdings Group LLC | | 801-119773 |
| | | |
| Freedom Day Solutions, LLC | | 801-66190 |
| | | |
| Sparkline Capital LP | | 801-121161 |
| | | |
| New Gen Minting, LLC d/b/a Viridi Funds | | 801-121199 |
| | | |
| Orcam Financial Group, LLC | | 801-121561 |
| | | |
| Alkali Fintech LLC | | 801-122374 |
| | | |
| ROC Investments, LLC | | 801-122743 |
| | | |
| GuruFocus Investments, LLC | | 801-122727 |
| | | |
| Relative Sentiment Technologies, LLC | �� | 801-123211 |
| | | |
| Argent Capital Management LLC | | 801-55903 |
| | | |
| AOT Invest LLC | | 801-124742 |
| | | |
| Bridgeway Capital Management, LLC | | 801-44394 |
| | | |
| Strive Asset Management, LLC | | 801-125907 |
| | | |
| Arin Risk Advisors, LLC | | 801-70598 |
| | | |
| Altrius Capital Management, Inc. | | 801-63153 |
| | | |
| The Burney Company | | 801-10232 |
| | | |
| Euclidean Technologies Management, LLC | | 801-72806 |
| | | |
| Bridges Capital, LLC | | 801-127316 |
| | | |
| Morgan Dempsey Capital Management, LLC | | 801-48064 |
Item 32. Quasar Distributors, LLC
| Item 32(a) | Quasar Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
| 1. | American Trust Allegiance Fund, Series of Advisors Series Trust |
| 2. | Capital Advisors Growth Fund, Series of Advisors Series Trust |
| 3. | Chase Growth Fund, Series of Advisors Series Trust |
| 4. | Davidson Multi Cap Equity Fund, Series of Advisors Series Trust |
| 5. | Edgar Lomax Value Fund, Series of Advisors Series Trust |
| 6. | First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust |
| 7. | First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust |
| 8. | Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust |
| 9. | Huber Large Cap Value Fund, Series of Advisors Series Trust |
| 10. | Huber Mid Cap Value Fund, Series of Advisors Series Trust |
| 11. | Huber Select Large Cap Value Fund, Series of Advisors Series Trust |
| 12. | Huber Small Cap Value Fund, Series of Advisors Series Trust |
| 13. | Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust |
| 14. | O’Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust |
| 15. | PIA BBB Bond Fund, Series of Advisors Series Trust |
| 16. | PIA High Yield Fund, Series of Advisors Series Trust |
| 17. | PIA High Yield (MACS) Fund, Series of Advisors Series Trust |
| 18. | PIA MBS Bond Fund, Series of Advisors Series Trust |
| 19. | PIA Short-Term Securities Fund, Series of Advisors Series Trust |
| 20. | Poplar Forest Cornerstone Fund, Series of Advisors Series Trust |
| 21. | Poplar Forest Partners Fund, Series of Advisors Series Trust |
| 22. | Pzena Emerging Markets Value Fund, Series of Advisors Series Trust |
| 23. | Pzena International Small Cap Value Fund, Series of Advisors Series Trust |
| 24. | Pzena International Value Fund, Series of Advisors Series Trust |
| 25. | Pzena Mid Cap Value Fund, Series of Advisors Series Trust |
| 26. | Pzena Small Cap Value Fund, Series of Advisors Series Trust |
| 27. | Reverb ETF, Series of Advisors Series Trust |
| 28. | Scharf Fund, Series of Advisors Series Trust |
| 29. | Scharf Global Opportunity Fund, Series of Advisors Series Trust |
| 30. | Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust |
| 31. | Semper MBS Total Return Fund, Series of Advisors Series Trust |
| 32. | Semper Short Duration Fund, Series of Advisors Series Trust |
| 33. | Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust |
| 34. | Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust |
| 35. | VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust |
| 37. | Allied Asset Advisors Funds |
| 39. | Angel Oak Strategic Credit Fund |
| 40. | Barrett Opportunity Fund, Inc. |
| 41. | Bridges Investment Fund, Inc. |
| 42. | Brookfield Investment Funds |
| 44. | Cushing® Mutual Funds Trust |
| 45. | DoubleLine Funds Trust |
| 46. | EA Series Trust (f/k/a Alpha Architect ETF Trust) |
| 47. | Ecofin Tax-Advantaged Social Impact Fund, Inc. |
| 48. | AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions |
| 49. | AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions |
| 50. | AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions |
| 51. | AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions |
| 52. | AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions |
| 53. | AAM Transformers ETF, Series of ETF Series Solutions |
| 54. | AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions |
| 55. | Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions |
| 56. | Aptus Defined Risk ETF, Series of ETF Series Solutions |
| 57. | Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| 58. | Aptus Enhanced Yield ETF, Series of ETF Series Solutions |
| 59. | Blue Horizon BNE ETF, Series of ETF Series Solutions |
| 60. | BTD Capital Fund, Series of ETF Series Solutions |
| 61. | Carbon Strategy ETF, Series of ETF Series Solutions |
| 62. | ClearShares OCIO ETF, Series of ETF Series Solutions |
| 63. | ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions |
| 64. | ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions |
| 65. | Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 66. | Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions |
| 67. | Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 68. | ETFB Green SRI REITs ETF, Series of ETF Series Solutions |
| 69. | Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions |
| 70. | Hoya Capital Housing ETF, Series of ETF Series Solutions |
| 71. | iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions |
| 72. | International Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| 73. | LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions |
| 74. | LHA Market State Tactical Beta ETF, Series of ETF Series Solutions |
| 75. | LHA Market State Tactical Q ETF, Series of ETF Series Solutions |
| 76. | Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions |
| 77. | Loncar China BioPharma ETF, Series of ETF Series Solutions |
| 78. | McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions |
| 79. | Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 80. | Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions |
| 81. | Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 82. | Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions |
| 83. | NETLease Corporate Real Estate ETF, Series of ETF Series Solutions |
| 84. | Opus Small Cap Value ETF, Series of ETF Series Solutions |
| 85. | PSYK ETF, Series of ETF Series Solutions |
| 86. | Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions |
| 87. | The Acquirers Fund, Series of ETF Series Solutions |
| 88. | U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions |
| 89. | U.S. Global JETS ETF, Series of ETF Series Solutions |
| 90. | U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions |
| 91. | US Vegan Climate ETF, Series of ETF Series Solutions |
| 92. | First American Funds, Inc. |
| 93. | FundX Investment Trust |
| 94. | The Glenmede Fund, Inc. |
| 95. | The Glenmede Portfolios |
| 96. | The GoodHaven Funds Trust |
| 97. | Greenspring Fund, Incorporated |
| 98. | Harding, Loevner Funds, Inc. |
| 101. | Hotchkis & Wiley Funds |
| 102. | Intrepid Capital Management Funds Trust |
| 104. | The Jensen Quality Growth Fund Inc. |
| 105. | Kirr, Marbach Partners Funds, Inc. |
| 106. | Core Alternative ETF, Series of Listed Funds Trust |
| 107. | Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust |
| 108. | Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust |
| 110. | LoCorr Investment Trust |
| 112. | ATAC Rotation Fund, Series of Managed Portfolio Series |
| 113. | Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series |
| 114. | Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series |
| 115. | Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series |
| 116. | Ecofin Global Water ESG Fund, Series of Managed Portfolio Series |
| 117. | Ecofin Sustainable Water Fund, Series of Managed Portfolio Series |
| 118. | Great Lakes Disciplined Equity Fund, Series of Managed Portfolio Series |
| 119. | Great Lakes Large Cap Value Fund, Series of Managed Portfolio Series |
| 120. | Great Lakes Small Cap Opportunity Fund, Series of Managed Portfolio Series |
| 121. | Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series |
| 122. | Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series |
| 123. | Kensington Active Advantage Fund, Series of Managed Portfolio Series |
| 124. | Kensington Dynamic Growth Fund, Series of Managed Portfolio Series |
| 125. | Kensington Managed Income Fund, Series of Managed Portfolio Series |
| 126. | LK Balanced Fund, Series of Managed Portfolio Series |
| 127. | Muhlenkamp Fund, Series of Managed Portfolio Series |
| 128. | Nuance Concentrated Value Fund, Series of Managed Portfolio Series |
| 129. | Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series |
| 130. | Nuance Mid Cap Value Fund, Series of Managed Portfolio Series |
| 131. | Port Street Quality Growth Fund, Series of Managed Portfolio Series |
| 132. | Principal Street High Income Municipal Fund, Series of Managed Portfolio Series |
| 133. | Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series |
| 134. | Reinhart Genesis PMV Fund, Series of Managed Portfolio Series |
| 135. | Reinhart International PMV Fund, Series of Managed Portfolio Series |
| 136. | Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series |
| 137. | Tortoise MLP & Energy Income Fund, Series of Managed Portfolio Series |
| 138. | Tortoise MLP & Pipeline Fund, Series of Managed Portfolio Series |
| 139. | Tortoise North American Pipeline Fund, Series of Managed Portfolio Series |
| 140. | V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series |
| 141. | V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series |
| 142. | Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios |
| 143. | Hood River International Opportunity Fund, Series of Manager Directed Portfolios |
| 144. | Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios |
| 145. | Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios |
| 146. | Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios |
| 147. | Matrix Advisors Funds Trust |
| 148. | Matrix Advisors Value Fund, Inc. |
| 150. | Nicholas Equity Income Fund, Inc. |
| 153. | Nicholas Limited Edition, Inc. |
| 154. | Permanent Portfolio Family of Funds |
| 157. | Professionally Managed Portfolios |
| 158. | Prospector Funds, Inc. |
| 159. | Provident Mutual Funds, Inc. |
| 160. | Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc. |
| 161. | Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc. |
| 162. | Adara Smaller Companies Fund, Series of The RBB Fund, Inc. |
| 163. | Aquarius International Fund, Series of The RBB Fund, Inc. |
| 164. | Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc. |
| 165. | Boston Partners Emerging Markets Dynamic Equity Fund, Series of The RBB Fund, Inc. |
| 166. | Boston Partners Emerging Markets Fund, Series of The RBB Fund, Inc. |
| 167. | Boston Partners Global Equity Fund, Series of The RBB Fund, Inc. |
| 168. | Boston Partners Global Long/Short Fund, Series of The RBB Fund, Inc. |
| 169. | Boston Partners Global Sustainability Fund, Series of The RBB Fund, Inc. |
| 170. | Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc. |
| 171. | Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc. |
| 172. | Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc. |
| 173. | Campbell Systematic Macro Fund, Series of The RBB Fund, Inc. |
| 174. | Motley Fool 100 Index ETF, Series of The RBB Fund, Inc. |
| 175. | Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc. |
| 176. | Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc. |
| 177. | Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 178. | Motley Fool Next Index ETF, Series of The RBB Fund, Inc. |
| 179. | Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 180. | Optima Strategic Credit Fund, Series of The RBB Fund, Inc. |
| 181. | SGI Global Equity Fund, Series of The RBB Fund, Inc. |
| 182. | SGI Peak Growth Fund, Series of The RBB Fund, Inc. |
| 183. | SGI Prudent Growth Fund, Series of The RBB Fund, Inc. |
| 184. | SGI Small Cap Core Fund, Series of The RBB Fund, Inc. |
| 185. | SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc. |
| 186. | SGI U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc. |
| 187. | US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc. |
| 188. | US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc. |
| 189. | US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc. |
| 190. | WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc. |
| 191. | WPG Partners Small/Micro Cap Value Fund, Series of The RBB Fund, Inc. |
| 194. | Series Portfolios Trust |
| 195. | Thompson IM Funds, Inc. |
| 197. | Trust for Advised Portfolios |
| 198. | Barrett Growth Fund, Series of Trust for Professional Managers |
| 199. | Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers |
| 200. | Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers |
| 201. | CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers |
| 202. | CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers |
| 203. | CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers |
| 204. | Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers |
| 205. | Jensen Global Quality Growth Fund, Series of Trust for Professional Managers |
| 206. | Jensen Quality Value Fund, Series of Trust for Professional Managers |
| 207. | Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers |
| 208. | Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers |
| 209. | USQ Core Real Estate Fund |
| 210. | Wall Street EWM Funds Trust |
| 211. | Wisconsin Capital Funds, Inc. |
| Item 32(b) | The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202. |
Name | | Address | | Position with Underwriter | | Position with Registrant |
Teresa Cowan | | 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 | | President/Manager | | None |
| | | | | | |
Chris Lanza | | Three Canal Plaza, Suite 100, Portland, ME 04101 | | Vice President | | None |
| | | | | | |
Kate Macchia | | Three Canal Plaza, Suite 100, Portland, ME 04101 | | Vice President | | None |
| | | | | | |
Susan L. LaFond | | 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 | | Vice President and Chief Compliance Officer and Treasurer | | None |
| | | | | | |
Jennifer A. Brunner | | 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 | | Vice President and Chief Compliance Officer | | None |
| | | | | | |
Kelly B. Whetstone | | Three Canal Plaza, Suite 100, Portland, ME 04101 | | Secretary | | None |
| Item 32(c) | Not applicable. |
Item 33. Location of Accounts and Records:
Information regarding the books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are provided in the Registrant’s most recent report on Form N-CEN.
Item 34. Management Services:
None.
Item 35. Undertakings:
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, the Trust certifies that it has duly caused this Post-Effective Amendment No. 220 to the Registrant’s Registration Statement (File No. 333-195493) to be signed on its behalf by the undersigned, duly authorized, in the City of Havertown, Commonwealth of Pennsylvania, on this 9th day of March, 2023.
EA SERIES TRUST | |
| |
By: | /s/ John R. Vogel | |
John R. Vogel | |
Treasurer and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Wesley R. Gray | | Trustee and President | | March 9, 2023 |
Wesley R. Gray* | | | | |
| | | | |
/s/ John R. Vogel | | Treasurer and Chief Financial Officer | | March 9, 2023 |
John R. Vogel* | | | | |
| | | | |
/s/ Patrick Cleary | | Secretary | | March 9, 2023 |
Patrick Cleary* | | | | |
| | | | |
/s/ Daniel Dorn | | Trustee | | March 9, 2023 |
Daniel Dorn* | | | | |
| | | | |
/s/ Michael Pagano | | Trustee | | March 9, 2023 |
Michael Pagano* | | | | |
| | | | |
/s/ Emeka Oguh | | Trustee | | March 9, 2023 |
Emeka Oguh* | | | | |
*By: | /s/ John R. Vogel | |
| John R. Vogel | |
| Attorney-in-Fact |
| (Pursuant to Power of Attorney previously filed with Post-Effective Amendment No. 95 to the Registrant’s registration statement on December 1, 2021) |
EXHIBIT INDEX