Cambria ETFs Part C Re-File
As filed with the U.S. Securities and Exchange Commission on October 2, 2024
File No. 333-195493
File No. 811-22961
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No. ______
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[ ]
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Post-Effective Amendment No. 383
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[X]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No. 386
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[X]
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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)
Alyssa M. Bernard
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
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Approximate Date of Proposed Public Offering: As soon as practical after the effective date of this Registration Statement
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It is proposed that this filing will become effective
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[X]
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immediately upon filing pursuant to paragraph (b)
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[ ]
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on pursuant to paragraph (b)
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[ ]
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60 days after filing pursuant to paragraph (a)(1)
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on pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box
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[ ]
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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EXPLANATORY NOTE
The sole purpose of this filing is to update Item 32 in Part C to include information for ALPS Distributors, Inc. as distributor to the Cambria Global Shareholder Yield ETF, Cambria Tax Aware ETF, and Cambria Endowment Style ETF. Parts A and B of this Registration Statement are incorporated by reference to
Post-Effective Amendment No. 382, which was filed on EDGAR on October 1, 2024.
PART C
OTHER INFORMATION
Item 28. Exhibits:
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(a)
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Articles of Incorporation.
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(1)
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(2)
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(b)
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By-laws.
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(1)
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(2)
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(c)
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Instruments Defining Rights of Security Holders.
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(1)
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Agreement and Declaration of Trust
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(i)
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Article III: Shares
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(ii)
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Article V: Shareholders' Voting Powers and Meetings
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(iii)
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Article VI: Net Asset Value; Distributions; Redemptions; Transfers
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(iv)
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Article VIII: Certain Transactions, Section 4
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(v)
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Article X: Miscellaneous, Section 4
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(2)
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By-Laws
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(i)
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Article II: Meetings of Shareholders
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(ii)
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Article VI: Records and Reports, Sections 1, 2, and 3
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(iii)
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Article VII: General Matters, Sections 3, 4, 6, and 7
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(iv)
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Article VIII: Amendments, Section 1
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C-1
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(d)
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Investment Advisory Agreements.
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(1)
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(i)
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(2)
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(i)
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(3)
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(4)
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(5)
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(6)
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(7)
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(8)
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C-2
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(9)
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(i)
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(10)
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(11)
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(12)
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(13)
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(14)
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(15)
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(16)
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(17)
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(18)
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C-3
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(19)
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(20)
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(21)
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(22)
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(i)
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(23)
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(i)
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(24)
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(i)
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(25)
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C-4
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(i)
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(26)
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(27)
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(28)
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(29)
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(30)
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(31)
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(32)
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(33)
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(i)
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Amendment No. 1 to the Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Arin Risk Advisors, LLC with respect to the Alpha Architect 1-3 Year Box ETF, Alpha Architect Intermediate-Term Treasury Bond ETF, Alpha Architect Long-Term Treasury Bond ETF, Alpha Architect Aggregate Bond ETF, Alpha Architect Inflation-Protected Securities ETF, and Alpha Architect Real Estate ETF - To be filed by amendment.
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C-5
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(34)
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(35)
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(36)
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(37)
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(38)
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(39)
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(40)
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(41)
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(42)
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(43)
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(44)
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C-6
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(i)
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(45)
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(i)
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(46)
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(47)
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(48)
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(49)
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(50)
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(51)
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(52)
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C-7
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(53)
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(54)
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(55)
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(56)
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(57)
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(58)
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(59)
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(60)
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(61)
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(62)
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C-8
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(63)
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(64)
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(65)
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(66)
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(67)
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(68)
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(69)
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(70)
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(71)
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(72)
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C-9
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(73)
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(74)
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(75)
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(76)
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(77)
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(78)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Intelligent Alpha with respect to the Intelligent Livermore ETF, Intelligent Omaha ETF, Intelligent Equal Select ETF, Intelligent Tech Focus ETF, and Intelligent Small Cap Select ETF, previously filed as Exhibit 99.d(78) with Post-Effective No. 373 to the Registrant's registration statement on September 10, 2024, is hereby incorporated by reference.
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(79)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the JLens 500 Jewish Advocacy U.S. ETF - To be filed by amendment.
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(80)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and JLens with respect to the JLens 500 Jewish Advocacy U.S. ETF - To be filed by amendment.
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(81)
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(82)
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(83)
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[ ]
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(84)
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C-10
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(85)
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(86)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the Coastal Disciplined Total Return ETF - To be filed by amendment.
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(87)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Coastal Equity Management, LLC with respect to the Coastal Disciplined Total Return ETF - To be filed by amendment.
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(88)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the Alpha Architect US Anti-Dividend ETF, Alpha Architect International Anti-Dividend ETF, Alpha Architect 1-3 Year Box ETF, Alpha Architect Intermediate-Term Treasury Bond ETF, Alpha Architect Long-Term Treasury Bond ETF, Alpha Architect Aggregate Bond ETF, Alpha Architect Inflation-Protected Securities ETF, and Alpha Architect Real Estate ETF - To be filed by amendment.
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(89)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Alpha Architect, LLC with respect to the Alpha Architect U.S. Quantitative Value ETF, Alpha Architect International Quantitative Value ETF, Alpha Architect U.S. Quantitative Momentum ETF, Alpha Architect Value Momentum Trend ETF, and Alpha Architect High Inflation and Deflation ETF,previously filed as Exhibit 99.d(88) with Post-Effective Amendment No. 364 to the Registrant's registration statement on August 16, 2024, is hereby incorporated by reference.
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(i)
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Amendment No. 1 to the Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Alpha Architect, LLC with respect to the Alpha Architect US Anti-Dividend ETF and Alpha Architect International Anti-Dividend ETF - To be filed by amendment.
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(90)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Alpha Architect, LLC with respect to the Alpha Architect 1-3 Year Box ETF, Alpha Architect Intermediate-Term Treasury Bond ETF, Alpha Architect Long-Term Treasury Bond ETF, Alpha Architect Aggregate Bond ETF, Alpha Architect Inflation-Protected Securities ETF, and Alpha Architect Real Estate ETF - To be filed by amendment.
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(91)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the SHEP Tactical 500 ETF, SHEP Tactical Opportunities 1000 ETF, and SHEP Noah's Ark ETF - To be filed by amendment.
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(92)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and Stone Wall Financial Group LLC with respect to the SHEP Tactical 500 ETF, SHEP Tactical Opportunities 1000 ETF, and SHEP Noah's Ark ETF - To be filed by amendment.
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(91)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the MRBL Enhanced Equity ETF - To be filed by amendment.
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(92)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and MRBL Management, LLC with respect to the MRBL Enhanced Equity ETF - To be filed by amendment.
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(93)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, MRBL Management, LLC, and Arin Risk Advisors, LLC with respect to the MRBL Enhanced Equity ETF - To be filed by amendment.
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C-11
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(94)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the Matrix Advisors Value ETF - To be filed by amendment.
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(95)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and MRBL Management, LLC with respect to the Matrix Advisors Value ETF - To be filed by amendment.
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(96)
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Investment Advisory Agreement between the Registrant and Empowered Funds, LLC with respect to the Efficient Market Portfolio Plus ETF and Efficient Market Portfolio Long ETF - To be filed by amendment.
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(97)
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Investment Sub-Advisory Agreement among the Registrant, Empowered Funds, LLC, and NextGen EMP, Inc. with respect to the Efficient Market Portfolio Plus ETF and Efficient Market Portfolio Long ETF - To be filed by amendment.
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(e)
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Underwriting Contracts.
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(1)
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(i)
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(ii)
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(iii)
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(2)
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(3)
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(4)
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(f)
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Bonus or Profit Sharing Contracts.
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Not Applicable.
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(g)
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Custodian Agreements
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C-12
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(1)
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(i)
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(ii)
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(h)
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Other Material Contracts.
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(1)
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(i)
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(ii)
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(2)
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(i)
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(ii)
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(3)
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(i)
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C-13
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(ii)
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(4)
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(5)
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(6)
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(7)
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(8)
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(9)
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(10)
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(11)
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(12)
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(13)
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C-14
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(14)
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(15)
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(16)
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(17)
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(18)
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(19)
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(20)
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(21)
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(22)
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(23)
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(24)
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(25)
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C-15
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(26)
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(27)
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(28)
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(29)
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Sublicense Agreement between Empowered Funds, LLC and the Registrant related to the JLens 500 Jewish Advocacy U.S. ETF - To be filed by amendment.
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(i)
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Opinion and Consent of Counsel - Not applicable.
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(j)
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Consent of Independent Registered Public Accounting Firm - Not applicable.
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(k)
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Omitted Financial Statements - Not applicable.
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(l)
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(m)
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Rule 12b-1 Plan.
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(1)
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(n)
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Rule 18f-3 Plan - Not applicable.
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(o)
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Reserved.
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(p)
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Code of Ethics.
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(1)
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(2)
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(3)
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(4)
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C-16
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(5)
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(6)
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(7)
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(8)
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(9)
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(10)
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(11)
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(12)
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(13)
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(14)
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(15)
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(16)
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(17)
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(18)
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C-17
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(19)
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(20)
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(21)
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(22)
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(23)
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(24)
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(25)
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(26)
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(27)
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(28)
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(29)
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(30)
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(31)
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(32)
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C-18
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(33)
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(34)
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(34)
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Code of Ethics for JLens - To be filed by amendment.
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(35)
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(36)
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(37)
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Code of Ethics for Coastal Equity Management, LLC - To be filed by amendment.
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(38)
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(39)
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Code of Ethics for Stone Wall Financial Group LLC - To be filed by amendment.
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(40)
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Code of Ethics for MRBL Management, LLC - To be filed by amendment.
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(41)
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Code of Ethics for Matrix Asset Advisors, Inc. - To be filed by amendment.
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(42)
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(q)
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Other
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(1)
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C-19
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.
C-20
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Investment Adviser
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SEC File No.
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Empowered Funds, LLC
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801-79835
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Gadsden, LLC
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801-112416
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Freedom Day Solutions, LLC
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801-66190
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Sparkline Capital LP
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801-121161
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Orcam Financial Group, LLC
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801-121561
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GuruFocus Investments, LLC
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801-122727
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Relative Sentiment Technologies, LLC
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801-123211
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Argent Capital Management LLC
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801-55903
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AOT Invest LLC
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801-124742
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Bridgeway Capital Management, LLC
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801-44394
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Strive Asset Management, LLC
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801-125907
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Arin Risk Advisors, LLC
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801-70598
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Altrius Capital Management, Inc.
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801-63153
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The Burney Company
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801-10232
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Euclidean Technologies Management, LLC
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801-72806
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Bridges Capital, LLC
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801-127316
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Morgan Dempsey Capital Management, LLC
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801-48064
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Sepio Capital L.P.
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801-108889
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Astoria Portfolio Advisors, LLC
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801-119078
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MarketDesk Indices LLC
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801-128530
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White Wolf Capital Advisors, LLC
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801-120718
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Madison Avenue Financial Solutions, LLC
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801-118936
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Angel Oak Capital Advisors, LLC
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801-70670
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21Shares US LLC
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801-122990
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ARK Investment Management LLC
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801-79081
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CCM Investment Group, LLC
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801-128708
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Honeytree Investment Management Ltd.
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801-120880
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Alpha Blue Capital Management, LP
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801-128858
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Keating Investment Counselors, Inc.
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801-19820
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Stock Snips, Inc.
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801-129682
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C-21
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Alpha Architect, LLC
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801-71697
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MKAM ETF LLC
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801-127208
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Draco Evolution Corp.
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801-129504
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Intelligent Alpha
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801-130980
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JLens
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[ ]
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Stance Capital, LLC
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801-120103
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Cambria Investment Management, L.P.
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801-71786
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Coastal Equity Management, LLC
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[ ]
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Stone Wall Financial Group LLC
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801-130703
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MRBL Management, LLC
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[ ]
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NextGen EMP, Inc.
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[ ]
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Item 32. ALPS Distributors, Inc.
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies*:
1.1290 Funds
2.1WS Credit Income Fund
3.abrdn ETFs Accordant ODCE Index Fund
4.Alpha Alternative Assets Fund
5.ALPS Series Trust
6.Alternative Credit Income Fund
7.Apollo Diversified Credit Fund
8.Apollo Diversified Real Estate Fund
9.AQR Funds
10.Axonic Alternative Income Fund
11.Axonic Funds
12.BBH Trust
13.Bluerock High Income Institutional Credit Fund
14.Bluerock Total Income+ Real Estate Fund
15.Brandes Investment Trust
16.Bridge Builder Trust
17.Cambria ETF Trust
18.Centre Funds
19.CION Ares Diversified Credit Fund
20.Columbia ETF Trust
21.Columbia ETF Trust I
22.Columbia ETF Trust II
23.CRM Mutual Fund Trust
24.DBX ETF Trust
25.ETF Series Solutions (Vident Series)
26.Financial Investors Trust
27.Firsthand Funds
28.Flat Rock Core Income Fund
29.Flat Rock Opportunity Fund
30.FS Credit Income Fund
31.FS Energy Total Return Fund
C-22
32.FS Multi-Alternative Income Fund
33.FS Series Trust
34.FS MVP Private Markets Fund
35.Goehring & Rozencwajg Investment Funds
36.Goldman Sachs ETF Trust
37.Goldman Sachs ETF Trust II
38.Graniteshares ETF Trust
39.Hartford Funds Exchange-Traded Trust
40.Heartland Group, Inc.
41.IndexIQ Active ETF Trust
42.IndexIQ ETF Trust
43.Investment Managers Series Trust II (AXS-Advised Funds)
44.Janus Detroit Street Trust
45.Lattice Strategies Trust
46.Litman Gregory Funds Trust
47.Manager Directed Portfolios (Spyglass Growth Fund)
48.Meridian Fund, Inc.
49.Natixis ETF Trust
50.Natixis ETF Trust II
51.Opportunistic Credit Interval Fund
52.PRIMECAP Odyssey Funds
53.Principal Exchange-Traded Funds
54.RiverNorth Funds
55.RiverNorth Opportunities Fund, Inc.
56.RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
57.RiverNorth Opportunistic Municipal Income Fund, Inc.
58.RiverNorth Managed Duration Municipal Income Fund, Inc.
59.RiverNorth Flexible Municipal Income Fund, Inc.
60.RiverNorth Capital and Income Fund, Inc.
61.RiverNorth Flexible Municipal Income Fund II, Inc.
62.RiverNorth Managed Duration Municipal Income Fund II, Inc.
63.SPDR Dow Jones Industrial Average ETF Trust
64.SPDR S&P 500 ETF Trust
65.SPDR S&P MidCap 400 ETF Trust
66.Sprott Funds Trust
67.Stone Ridge Trust
68.Stone Ridge Trust II
69.Stone Ridge Trust IV
70.Stone Ridge Trust V
71.Stone Ridge Trust VIII
72.The Arbitrage Funds
73.Themes ETF Trust
74.Thrivent ETF Trust
75.USCF ETF Trust
76.Valkyrie ETF Trust II
77.Wasatch Funds
78.WesMark Funds
79.Wilmington Funds
80.X-Square Balanced Fund
81.X-Square Series Trust
* Information provided as of June 30, 2024.
C-23
(b) To the best of Registrant's knowledge, as of June 30, 2024, the directors and executive officers of ALPS Distributors, Inc., are as follows:
|
Name*
|
Position with Underwriter
|
Position with Registrant
|
Stephen J. Kyllo
|
President, Chief Operating Officer, Director, & Chief Compliance Officer
|
None
|
|
|
|
Brian Schell**
|
Vice President & Treasurer
|
None
|
|
|
|
Eric Parsons
|
Vice President, Controller & Assistant Treasurer
|
None
|
|
|
|
Jason White***
|
Secretary
|
None
|
|
|
|
Richard C. Noyes
|
Senior Vice President, General Counsel & Assistant Secretary
|
None
|
|
|
|
Eric Theroff^
|
Assistant Secretary
|
None
|
|
Adam Girard^^
|
Tax Officer
|
None
|
|
Liza Price
|
Vice President, Managing Counsel
|
None
|
|
Jed Stahl
|
Vice President, Managing Counsel
|
None
|
|
Terence Digan
|
Vice President
|
None
|
|
James Stegall
|
Vice President
|
None
|
|
Gary Ross
|
Senior Vice President
|
None
|
|
Hilary Quinn
|
Vice President
|
None
|
* Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1000, Denver, Colorado 80203.
** The principal business address for Mr. Schell is 100 South Wacker Drive, 19th Floor, Chicago, IL 60606.
*** The principal business address for Mr. White is 4 Times Square, New York, NY 10036.
^ The principal business address for Mr. Theroff is 1055 Broadway Boulevard, Kansas City, MO 64105.
^^ The principal business address for Mr. Girard is 80 Lamberton Road, Windsor, CT 06095.
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.
C-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the "Securities Act") and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment (this "Amendment") to its Registration Statement on Form N-1A under rule 485(b) under the Securities Act and has duly caused this Amendment to be signed below on its behalf by the undersigned, duly authorized in the City of Olathe, State of Kansas, on October 2, 2024.
|
EA SERIES TRUST
|
|
By: /s/ Alyssa Bernard
|
Alyssa Bernard
|
Secretary
|
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on October 2, 2024.
|
Signature
|
|
Title
|
|
|
|
*Michael D. Barolsky
|
|
President (principal executive officer)
|
Michael D. Barolsky
|
|
|
|
*Sean R. Hegarty
|
|
Treasurer (principal financial officer)
|
Sean R. Hegarty
|
|
|
|
|
|
*Wesley R. Gray
|
|
Trustee
|
Wesley R. Gray
|
|
|
|
|
|
*Daniel Dorn
|
|
Trustee
|
Daniel Dorn
|
|
|
|
|
|
*Michael Pagano
|
|
Trustee
|
Michael Pagano
|
|
|
|
|
|
*Emeka Oguh
|
|
Trustee
|
Emeka Oguh
|
|
|
|
*By:
|
/s/ Alyssa Bernard
|
|
|
Alyssa Bernard
|
|
|
Attorney-in-Fact
|
|
*(Pursuant to Power of Attorney previously filed with Post-Effective Amendment No. 376 to the Registrant's registration statement on September 23, 2024.)
|
C-25