N-CSRS 1 mdlv_sarx093023.htm N-CSRS Document

 


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 





FORM N-CSR
 





CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
 
Investment Company Act file number 811-22961








 
EA Series Trust
(Exact name of registrant as specified in charter)
 
19 E. Eagle Road
Havertown, PA 19083
(Address of principal executive offices) (Zip code)
 
19 E. Eagle Road
Havertown, PA 19083
(Name and address of agent for service)
 
215-882-9983
Registrant’s telephone number, including area code
 






Date of fiscal year end: March 31, 2024
 
Date of reporting period: September 30, 2023
 
 
 



 
 
 
Item 1. Reports to Stockholders.
 
 
 
 
 
 
 
 
 
 image.jpg



 
Morgan Dempsey Large
Cap Value ETF
 
 
 
Semi-Annual Report
 
September 30, 2023
 
 
 
 
 
 
 
 
 
 
 
 


MORGAN DEMPSEY LARGE CAP VALUE ETF
 





 
TABLE OF CONTENTS
 
 

 


MORGAN DEMPSEY LARGE CAP VALUE ETF
 
Tabular Presentation of Schedule of Investments
As of September 30, 2023
 

Sector1
% Net Assets
Energy17.8%
Health Care14.5%
Consumer Staples14.1%
Industrials8.5%
Financials7.6%
Information Technology6.8%
Consumer Discretionary6.1%
Utilities5.1%
Communication Services5.1%
Materials4.9%
Real Estate3.8%
Investment Companies3.4%
Other²2.3%
Total100.0%

1. Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may represent the investment adviser's internal sector classifications.
2. Cash, cash equivalents, short-term investments and other assets less liabilities.
1

MORGAN DEMPSEY LARGE CAP VALUE ETF
Schedule of Investments
 September 30, 2023 (Unaudited)


SharesValue
COMMON STOCKS - 90.5%
Aerospace & Defense - 5.6%
2,197General Dynamics Corp.$485,471 
1,122Lockheed Martin Corp.458,853 
944,324 
Air Freight & Logistics - 2.9%
3,056United Parcel Service, Inc. - Class B476,339 
Biotechnology - 3.7%
8,198Gilead Sciences, Inc.614,358 
Commodity Chemicals - 2.5%
4,424LyondellBasell Industries N.V. - Class A ADR (a)418,953 
Communications Equipment - 3.6%
11,195Cisco Systems, Inc.601,843 
Diversified Banks - 4.9%
10,377Citigroup, Inc.426,806 
11,754U.S. Bancorp388,587 
815,393 
Diversified Metals & Mining - 2.4%
6,439Rio Tinto PLC ADR (a)409,778 
Electric Utilities - 5.1%
4,453Duke Energy Corp.393,022 
7,235Southern Co.468,249 
861,271 
Health Care Equipment - 2.5%
5,368Medtronic PLC ADR (a)420,636 
Household Products - 3.0%
3,452Procter & Gamble Co.503,509 
Integrated Oil & Gas - 8.1%
3,444Chevron Corp.580,727 
6,609Exxon Mobil Corp.777,086 
1,357,813 
Integrated Telecommunication Services - 5.1%
27,980AT&T, Inc.420,260 
13,224Verizon Communications, Inc.428,590 
848,850 
IT Consulting & Other Services - 3.2%
3,812International Business Machines Corp.534,824 
Leisure Products - 3.1%
7,861Hasbro, Inc.519,927 
The accompanying notes are an integral part of these financial statements.

2

MORGAN DEMPSEY LARGE CAP VALUE ETF
Schedule of Investments (Continued)
September 30, 2023 (Unaudited)
SharesValue
Life & Health Insurance - 2.7%
4,745Prudential Financial, Inc.450,253 
Oil & Gas Refining & Marketing - 4.3%
5,989Phillips 66719,578 
Oil & Gas Storage & Transportation - 5.4%
12,403Enbridge, Inc. ADR (a)411,656 
16,087Pembina Pipeline Corp. ADR (a)483,575 
895,231 
Packaged Foods & Meats - 5.3%
7,008General Mills, Inc.448,442 
13,007Kraft Heinz Co.437,555 
885,997 
Pharmaceuticals - 8.3%
2,854Johnson & Johnson444,511 
4,881Merck & Co., Inc.502,499 
13,457Pfizer, Inc.446,369 
1,393,379 
Restaurants - 3.0%
1,935McDonald's Corp.509,756 
Soft Drinks & Non-alcoholic Beverages - 3.0%
8,843Coca-Cola Co.495,031 
Tobacco - 2.8%
5,128Philip Morris International, Inc.474,750 
TOTAL COMMON STOCKS (Cost $15,900,022)15,151,793 
INVESTMENT COMPANIES - 3.4%
6,214
SPDR Bloomberg 1-3 Month T-Bill ETF
570,569 
TOTAL INVESTMENT COMPANIES (Cost $570,044)570,569 
REAL ESTATE INVESTMENT TRUSTS - 3.8%
Diversified - 1.8%
5,568W.P. Carey, Inc.301,117 
Telecom Tower - 2.0%
3,687Crown Castle, Inc.339,315 
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $822,449)$640,432 
The accompanying notes are an integral part of these financial statements.

3

MORGAN DEMPSEY LARGE CAP VALUE ETF
Schedule of Investments (Continued)
September 30, 2023 (Unaudited)
SharesValue
MONEY MARKET FUNDS - 2.1%
353,426First American Government Obligations Fund - Class X, 5.26% (b)353,426 
TOTAL MONEY MARKET FUNDS (Cost $353,426)353,426 
TOTAL INVESTMENTS (Cost $17,645,941) - 99.8%16,716,220 
Other Assets in Excess of Liabilities - 0.2%25,534 
TOTAL NET ASSETS - 100.0%$16,741,754 
 


 
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
PLC - Public Limited Company
(a) Foreign issued security.
(b) Rate shown is the 7-day effective yield.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc.
and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
Current and future portfolio holdings are subject to change and risk.
The accompanying notes are an integral part of these financial statements.

4

MORGAN DEMPSEY LARGE CAP VALUE ETF
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2023 (Unaudited)


Assets:
Investments in securities, at value$16,716,220 
Dividends and interest receivable33,393 
Securities lending income receivable (Note 4)10 
Total assets16,749,623 
Liabilities:
Accrued investment advisory fees7,869 
Total liabilities7,869 
Net Assets$16,741,754 
Net Assets Consist of:
Paid-in capital17,478,267 
Total distributable earnings (accumulated deficit)(736,513)
Net Assets:$16,741,754 
Calculation of Net Asset Value Per Share:
Net Assets$16,741,754 
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value)730,000 
Net Asset Value per Share$22.93 
Cost of Investments in Securities$17,645,941 
 
 



 

The accompanying notes are an integral part of these financial statements.

5

MORGAN DEMPSEY LARGE CAP VALUE ETF
STATEMENT OF OPERATIONS
For the Period Ended September 30, 2023 (Unaudited) (1)


Investment Income:
Dividend income$326,041 
Interest income17,579 
Securities lending income
10 
Total investment income343,630 
Expenses:
Investment advisory fees45,689 
Net expenses45,689 
Net Investment Income (Loss)
297,941 
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on:
Investments176,229 
176,229 
Net change in unrealized appreciation (depreciation) on:
Investments(929,721)
(929,721)
Net realized and unrealized gain (loss) on investments:
(753,492)
Net Increase (Decrease) in Net Assets Resulting from Operations
$(455,551)
 
 

 
(1) The Fund commenced operations on April 26, 2023.
 
The accompanying notes are an integral part of these financial statements.

6

MORGAN DEMPSEY LARGE CAP VALUE ETF
 STATEMENT OF CHANGES IN NET ASSETS
 

 
For the Period Ended September 30, 2023 (Unaudited)⁽¹⁾
Increase (Decrease) in Net Assets from:
Operations:
Net investment income (loss)
$297,941 
Net realized gain (loss) on investments
176,229 
Net change in unrealized appreciation (depreciation) on investments
(929,721)
Net increase (decrease) in net assets resulting from operations
(455,551)
Distributions to Shareholders:
Net investment income(280,962)
Total distributions to shareholders(280,962)
Capital Share Transactions:
Proceeds from shares sold39,236,960 
Payments for shares redeemed(21,758,693)
Net increase in net assets derived from net change in capital share transactions17,478,267 
Net Increase in Net Assets16,741,754 
Net Assets:
Beginning of period— 
End of period$16,741,754 
Changes in Shares Outstanding:
Shares outstanding, beginning of period— 
Shares sold1,640,000 
Shares repurchased(910,000)
Shares outstanding, end of period730,000 


 (1) The Fund commenced operations on April 26, 2023.
The accompanying notes are an integral part of these financial statements.

7

MORGAN DEMPSEY LARGE CAP VALUE ETF
FINANCIAL HIGHLIGHTS
For the Period Ended September 30, 2023 (Unaudited)
 
 
Net Asset Value, Beginning of Period
Net Investment Income(1)
Net Realized and Unrealized Gain on InvestmentsNet decrease in Net Asset Value Resulting from OperationsDistributions from Net Investment IncomeTotal DistributionsNet Asset Value, End of Period
Total Return(2)
Net Assets, End of Period (000's)
Net Expenses(3)(4)(5)
Net Investment Income(3)
Portfolio Turnover Rate(6)
Morgan Dempsey Large Cap Value ETF
April 26, 2023(7) to September 30, 2023
$24.78  0.39  (1.91) (1.52) (0.34) (0.34)$22.93
-6.10%
$16,742 0.58%3.78%10%



 
(1) Net investment income per share represents net investment income divided by the daily average shares of beneficial interest outstanding throughout the period.
(2) All returns reflect reinvested dividends, if any, but do not reflect the impact of taxes. Total return for a period of less than one year is not annualized.
(3) For periods of less than one year, these ratios are annualized.
(4) Net expenses include effects of any reimbursement or recoupment.
(5) Net expenses do not include expenses of the investment companies in which the Fund invests.
(6) Portfolio turnover is not annualized and is calculated without regard to short-term securities having a maturity of less than one year or the impact of in-kind transactions..
(7) Commencement of operations.

 

The accompanying notes are an integral part of these financial statements.

8

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)
 

NOTE 1 – ORGANIZATION
 
Morgan Dempsey Large Cap Value ETF (the “Fund”) is a series of the EA Series Trust (the “Trust”), which was organized as a Delaware statutory trust on October 11, 2013. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund is diversified. The Fund commenced operations on April 26, 2023. The Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946-Financial Services- Investment Companies. The Fund’s investment objective is to seek long-term capital appreciation.
 
The Fund is an actively managed ETF that seeks to achieve its investment objective by investing in dividend paying companies that the Fund’s sub-adviser, Morgan Dempsey Capital Management, LLC (the “Sub-Adviser”), believes are attractively valued.
 
Shares of the Fund are listed and traded on Cboe BZX, Inc. (“Cboe”). Market prices for the shares may be different from their net asset value (“NAV”). The Fund issues and redeems shares on a continuous basis at NAV only in blocks of 10,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day in share amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
 
Authorized Participants may be required to pay a transaction fee to compensate the Trust or its custodian for costs incurred in connection with creation and redemption transactions. The standard transaction fee, which is payable to the Trust’s custodian, typically applies to in-kind purchases of the Fund effected through the clearing process on any business day, regardless of the number of Creation Units purchased or redeemed that day (“Standard Transaction Fees”). Variable fees are imposed to compensate the Fund for the transaction costs associated with the cash transactions fees. Certain fund deposits consisting of cash-in-lieu or cash value may be subject to a variable charge (“Variable Transaction Fees”), which is payable to the Fund, of up to 2.00% of the value of the order in addition to the Standard Transaction Fees. Variable Transaction Fees received by the Fund, if any, are displayed in the Capital Share Transactions sections of the Statements of Changes in Net Assets.
 
Because, among other things, the Fund imposes transaction fees on purchases and redemptions of Shares to cover the custodial and other costs incurred by the Fund in effecting trades, the Board determined that it is not necessary to adopt policies and procedures to detect and deter market timing of the Fund’s Shares.
 

9

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
A.Security Valuation. Equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market® (“NASDAQ”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the most recent quoted bid for exchange-traded or the mean between the most recent quoted bid and ask price for NASDAQ securities will be used. Equity securities that are not traded on a listed exchange are generally valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies which are priced as equity securities.
 
Subject to its oversight, the Trust’s Board of Trustees (the “Board”) has delegated primary responsibility for determining or causing to be determined the value of the Fund’s investments to Empowered Funds, LLC d/b/a EA Advisers (the “Adviser”), pursuant to the Trust’s valuation policy and procedures, which have been adopted by the Trust and approved by the Board. In accordance with Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the “valuation designee” of the Fund. If the Adviser, as valuation designee, determines that reliable market quotations are not readily available for an investment, the investment is valued at fair value as determined in good faith by the Adviser in accordance with the Trust’s fair valuation policy and procedures. The Adviser will provide the Board with periodic reports, no less frequently than quarterly, that discuss the functioning of the valuation process, if applicable, and that identify issues and valuation problems that have arisen, if any. As appropriate, the Adviser and the Board will review any securities valued by the Adviser in accordance with the Trust’s valuation policies during these periodic reports. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2023, the Fund did not hold any securities that required fair valuation due to unobservable inputs.
 
As described above, the Fund may use various methods to measure the fair value of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.



10

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)
 
The following is a summary of the fair value classification of the Fund’s investments as of September 30, 2023:
 
DESCRIPTIONLEVEL 1LEVEL 2LEVEL 3TOTAL
Assets*
Common Stocks$15,151,793 $— $— $15,151,793 
Investment Companies570,569 — 570,569 
Real Estate Investment Trusts
640,432 — — 640,432 
Money Market Funds353,426 — — 353,426 
Total Investments in Securities$16,716,220 $— $— $16,716,220 
 
 *For further detail on each asset class, see the Schedule of Investments
 
During the fiscal period ended September 30, 2023, the Fund did not invest in any Level 3 investments and recognized no transfers to/from Level 3. Transfers between levels are recognized at the end of the reporting period.
 
B.
Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts using the spot rate of exchange at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.
 
The Fund isolates the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. That portion of gains (losses) attributable to the changes in market prices and the portion of gains (losses) attributable to changes in foreign exchange rates are included on the “Statement of Operations” under “Net realized gain (loss) – Foreign currency” and “Change in Net Unrealized Appreciation (Depreciation) – Foreign Currency,” respectively.
 
The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
 
C.
Federal Income Taxes. The Fund intends to continue to comply with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, as necessary to qualify as a regulated investment company and distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income tax provision is required. As of and during the fiscal period ended September 30, 2023, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. As of and during the fiscal period ended September 30, 2023, the Fund did not have liabilities for any unrecognized tax benefits. The Fund would/will recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the fiscal period ended September 30, 2023, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. taxing authorities for the tax periods since the Fund’s commencement of operations.
 
The Fund may be subject to taxes imposed on realized and unrealized gains on securities of certain foreign countries in which the Fund invests. The foreign tax expense, if any, was recorded on an accrual basis and is included in “Net realized gain (loss) on investments” and “Net increase (decrease) in unrealized appreciation or depreciation on investments” on the accompanying Statements of Operations. The amount of foreign tax owed, if any, is included in “Payable for foreign taxes” on the accompanying Statements of Assets and Liabilities and is comprised of taxes on unrealized gains.
 

11

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)
D.
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date, net of any foreign taxes withheld at source. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations.
 
Distributions to shareholders from net investment income for the Fund are declared and paid quarterly and distributions to shareholders from net realized gains on securities normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. The Fund may distribute more frequently, if necessary, for tax purposes.
 
E.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates.
 
F.
Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for regular trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share.
 
G.
Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. Additionally, as is customary, the Trust’s organizational documents permit the Trust to indemnify its officers and trustees against certain liabilities under certain circumstances. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Fund that have not yet occurred. As of the date of this Report, no claim has been made for indemnification pursuant to any such agreement of the Fund.
 
H.
Reclassification of Capital Accounts. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. In addition, the Fund’s realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital. The Fund commenced operations on April 26, 2023; therefore, there are no reclassifications to be made.
12

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)

NOTE 3 – RISKS
 
Markets may perform poorly and the returns from the securities in which the Fund invests may underperform returns from the general securities markets. Securities markets may experience periods of high volatility and reduced liquidity in response to governmental actions or intervention, economic or market developments, or other external factors. The value of a company’s securities may rise or fall in response to company, market, economic or other news.
 
Investment Risk. As with all investments, an investment in the Fund is subject to investment risk. Investors in the Fund could lose money, including the possible loss of the entire principal amount of an investment, over short or long periods of time.

Equity Investing Risk. An investment in the Fund involves risks similar to those of investing in any fund holding equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices. The values of equity securities could decline generally or could underperform other investments. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities markets generally.

Large-Capitalization Companies Risk. Large-capitalization companies may trail the returns of the overall stock market. Large-capitalization stocks tend to go through cycles of doing better - or worse - than the stock market in general. These periods have, in the past, lasted for as long as several years.

Mid-Capitalization Companies Risk. Investing in securities of mid-capitalization companies involves greater risk than customarily is associated with investing in larger, more established companies. These companies’ securities may be more volatile and less liquid than those of more established companies. Often mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser’s or Sub-Adviser’s success or failure to implement investment strategies for the Fund. The success of the Fund’s investment program depends largely on the investment techniques and risk analyses applied by the Sub-Adviser, including the use of quantitative models or methods. It is possible the investment techniques and risk analyses employed on behalf of the Fund will not produce the desired results.

Value-Style Investing Risk. The Sub-Adviser may be wrong in its assessment of a company’s value, and the stocks the Fund owns may not reach what the Sub-Adviser believes are their true values. The market may not favor value oriented stocks and may not favor equities at all, which may cause the Fund’s relative performance to suffer. Value stocks can perform differently from the market as a whole and from other types of stocks. While certain value stocks may increase in value morequickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that their valuations may fall or never rise.

Dividend-Paying Common Equity Security Risk. The Fund will normally receive income from dividends that are paid by issuers of the Fund’s investments. The amount of the dividend payments may vary and depends on performance and decisions of the issuer. Poor performance by the issuer or other factors may cause the issuer to lower or eliminate dividend payments to investors, including the Fund. Additionally, these types of securities may fall out of favor with investors and underperform the broader market.

Foreign Investment Risk. Returns on investments in foreign companies could be more volatile than, or trail the returns on, investments in securities of U.S. companies. Investments in or exposures to foreign markets are subject to special risks, including risks associated with foreign securities generally. Those special risks may arise due to differences in information available about issuers of securities and investor protection standards applicable in other jurisdictions; capital controls risks, including the risk of a foreign jurisdiction imposing restrictions on the ability to repatriate or transfer currency or other assets currency risks; political, diplomatic and economic risks; regulatory risks; and foreign market and trading risks, including the costs of trading and risks of settlement in foreign jurisdictions.

Depositary Receipt Risk. The risks of investments in depositary receipts, including ADRs, are substantially similar to Foreign Investment Risk. In addition, depositary receipts may not track the price of the underlying foreign securities, and their value may change materially at times when the U.S. markets are not open for trading. In addition, the underlying issuers of certain depositary receipts, particularly unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through any voting rights with respect to the deposited securities. Therefore, the Sub-Adviser will not be able to vote on any matters with respect to these instruments.

Sector Risk. If the Fund’s portfolio is overweighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than on a fund that is not overweighted in that sector.
13

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)


Geopolitical/Natural Disaster Risks. The Fund’s investments are subject to geopolitical and natural disaster risks, such as war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters, epidemics and/or pandemics, which may add to instability in world economies and volatility in markets. The impact may be short-term or may last for extended periods.
 
Investments in ETFs are also subject to the following risks: (i) the market price of an ETF’s shares may trade above or below their NAV; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) trading of an ETF’s shares may be halted for various reasons.
 
See the Fund’s Prospectus and Statement of Additional Information regarding the risks of investing in shares of the Fund.

 
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.
 
Empowered Funds, LLC dba EA Advisers (the “Adviser”) serves as the investment adviser to the Fund. Pursuant to an investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser agrees to pay all expenses incurred by the Fund except for the fee paid to the Adviser pursuant to the Advisory Agreement, payments under any distribution plan adopted pursuant to Rule 12b-1, brokerage expenses, acquired fund fees and expenses, taxes (including tax-related services), interest (including borrowing costs), litigation expense (including class action-related services) and other non-routine or extraordinary expenses.
 
Morgan Dempsey Capital Management, LLC, serves as a non-discretionary investment sub-adviser to the Fund. Pursuant to an investment sub-advisory agreement (the “Sub-Advisory Agreement”) among the Trust, the Adviser and the Sub-Adviser, the Sub-Adviser is responsible for determining the investment exposures for the Fund, subject to the overall supervision and oversight of the Adviser and the Board.

At a Board meeting held on March 27, 2023, the Board of Trustees of the Trust (the “Trustees”) including each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act, approved the Advisory and Sub-Advisory Agreement. Per the Advisory Agreement, the Fund pays an annual rate of 0.58% to the Adviser monthly based on average daily net assets. A description of the Board’s consideration is included in this report.

U.S. Bancorp Fund Services, LLC (“Fund Services” or “Administrator”), doing business as U.S. Bank Global Fund Services, acts as the Funds’ Administrator and, in that capacity, performs various administrative and accounting services for the Funds. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the trustees; monitors the activities of the Funds’ Custodian, transfer agent and fund accountant. Fund Services also serves as the transfer agent and fund accountant to the Funds. U.S. Bank N.A. (the “Custodian”), an affiliate of the Administrator, serves as the Funds’ Custodian.
 
The Custodian acts as the securities lending agent (the “Securities Lending Agent”) for the Fund.
 

 

14

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)
 
NOTE 5 – SECURITIES LENDING
 
The Fund may lend up to 33.3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan, plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand.
 
The securities lending agreement provides that, in the event of a borrower’s material default, the Securities Lending Agent shall take all actions the Securities Lending Agent deems appropriate to liquidate the collateral, purchase replacement securities at the Securities
 
Lending Agent’s expense or pay the Fund an amount equal to the market value of the loaned securities, subject to certain limitations which are set forth in detail in the securities lending agreement between the Fund and the Securities Lending Agent.
 
As of the end of the fiscal period, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Securities Lending Agent in accordance with the Trust approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the Securities Lending Agent.
 
As of the end of the fiscal period, the Fund did not have any securities on loan.
 
The interest income earned by the Fund on the investment of cash collateral received from borrowers for the securities loaned to them (“Securities Lending Income, Net”) is reflected in the Fund’s Statement of Operations. Net securities lending income earned on collateral investments and recognized by the Fund during the fiscal period was $10.
  
 
NOTE 6 – PURCHASES AND SALES OF SECURITIES
 
For the fiscal period ended September 30, 2023, purchases and sales of securities for the Fund, excluding short-term securities and in-kind transactions, were as follows: 
PurchasesSales
$2,032,693 $1,575,312 
 
For the fiscal period ended September 30, 2023, in-kind transactions associated with creations and redemptions were as follows:
PurchasesSales
$37,325,180 $20,666,274 
 
For the fiscal period ended September 30, 2023, short-term and long-term gains on in-kind transactions were as follows: 
 
Short TermLong Term
$405,366 $— 

There were no purchases or sales of U.S. Government securities during the fiscal period.
15

MORGAN DEMPSEY LARGE CAP VALUE ETF

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 (Unaudited)
 
 
NOTE 7 – DISTRIBUTIONS TO SHAREHOLDERS
 
The tax character of distributions paid by the Fund during the fiscal period ended September 30, 2023, was as follows:
 

Fiscal Period Ended
September 30, 2023
Ordinary Income
$280,962

 
NOTE 8 – CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On June 9, 2023, the Board of Trustees (“Board”) of the EA Series Trust (the “Trust”), including a majority of the Independent Trustees, upon the recommendation and approval of the Audit Committee of the Board, appointed Tait Weller, & Baker LLP (“Tait”) to serve as the Fund’s independent registered public accounting firm for each Fund for the fiscal period ended March 31, 2024. Tait was approved as the auditor for all funds in the Trust. Tait replaces Cohen & Company, Ltd. ("Cohen") in this role. Cohen did not resign and did not decline to stand for re-election.

For the interim period ended June 9, 2023, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Cohen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cohen, would have caused it to make a reference in connection with its opinion to the subject matter of the disagreement.

For the interim period ended June 9, 2023, neither the Fund, nor anyone on its behalf, consulted with Tait with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on the Fund’s financial statements, and no written report or oral advice was provided that Tait concluded was an important factor considered by the Fund in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

NOTE 9 – SUBSEQUENT EVENTS
 
In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. There were no transactions that occurred during the period subsequent to September 30, 2023, that materially impacted the amounts or disclosures in the Fund’s financial statements.
 

16

MORGAN DEMPSEY LARGE CAP VALUE ETF

EXPENSE EXAMPLE
SEPTEMBER 30, 2023 (UNAUDITED)
As a shareholder of Morgan Dempsey Large Cap Value ETF, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held the entire period as indicated below.
 
Actual Expenses
 
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period ” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
 
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund’s and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. The information assumes the reinvestment of all dividends and distributions.
 
Annualized Expense Ratio
Beginning Account Value April 26, 20231
Ending Account Value
September 30, 2023
Expenses Paid During Period
Actual1
0.58%$1,000.00 $939.00 $2.43 
Hypothetical (5% annual return before expenses)2
0.58%1,000.00 1,022.10
 2.93
 
1
The inception date for the Fund was April 26, 2023. Actual expenses paid during the period are equal to the annualized net expense ratio, multiplied by the average account value over the period, multiplied by 158/366 to reflect the period.
2
Hypothetical expenses paid during the period are equal to the annualized net expense ratio, multiplied by the average account value over the full six-month period, multiplied by 183/366 to reflect the six-month period.
17

MORGAN DEMPSEY LARGE CAP VALUE ETF
MANAGEMENT OF THE FUND

 
Trustees and Officers
The business and affairs of the Trust are managed by its officers under the oversight of its Board. The Board sets broad policies for the Trust and may appoint Trust officers. The Board oversees the performance of the Adviser, the Sub-Adviser, and the Trust’s other service providers. Each Trustee serves until his or her successor is duly elected or appointed and qualified.
The Board is comprised of four Trustees. One Trustee and certain of the officers of the Trust are directors, officers or employees of the Adviser. The other Trustees (the “Independent Trustees”) are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act) of the Trust. The fund complex includes all funds advised by the Adviser (“Fund Complex”).
The Trustees, their age, term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen and other directorships, if any, held by each Trustee, are shown below. The officers, their age, term of office and length of time served and their principal business occupations during the past five years are shown below. Unless noted otherwise, the address of each Trustee and each Officer is: c/o EA Series Trust, 19 East Eagle Road, Havertown, PA 19083.

Name, Address,
and Year of
Birth
Position(s)
Held with
Trust
Term of
Office and
Length of Time
Served
Principal Occupation During
Past 5 Years
Number of
Funds in Fund Complex
Overseen
by Trustee
Other
Directorships
Held by
Trustee During
Past 5 Years
Independent Trustees
Daniel Dorn
Born: 1975
TrusteeSince 2014
Associate Professor of Finance, Drexel University, LeBow College of Business (2003 – present).
46None
Michael S. Pagano,
Ph.D., CFA
Born: 1962
TrusteeSince 2014
The Robert J. and Mary Ellen Darretta Endowed Chair in Finance, Villanova University (1999 – present); Co-Editor of The Financial Review (2023 – present); Founder, Michael S. Pagano, LLC (business consulting firm) (2008 – present).
46
Citadel Federal Credit Union (pro bono service for non-profit)
Chukwuemeka (Emeka)
O. Oguh
Born: 1983
TrusteeSince 2018
Co-founder and CEO, PeopleJoy (2016 – present).
46None
Interested Trustee*
Wesley R. Gray,
Ph.D.
Born: 1980
Chairman and Trustee
Since 2014;
President 2014-2023
Founder and Executive Managing Member, EA Advisers (2013 – present); Founder and Executive Managing Member, Empirical Finance, LLC d/b/a Alpha Architect (2010 – present).
46None
* Dr. Gray is an “interested person,” as defined by the Investment Company Act, because of his employment with and ownership interest in the Adviser.
 
Additional information about the Affiliated Trustee and Independent Trustees is available in the Statement of Additional Information (SAI).
 
18

MORGAN DEMPSEY LARGE CAP VALUE ETF
MANAGEMENT OF THE FUND (CONTINUED)

OFFICERS
Name,
Address, and
Year of Birth
Position(s)
Held with
Trust
Term of
Office and
Length
of Time
Served
Principal Occupation During
Past 5 Years
Patrick R. Cleary
Born: 1982
President and Chief Executive Officer; SecretarySince 2023; Since 2015Chief Operating Officer (2014 – 2022) and Managing Member (2014 – present), Alpha Architect, LLC; Chief Executive Officer of EA Advisers (2021 – present).
Alyssa M. Bernard
Born: 1988
SecretarySince October 2023General Counsel, EA Advisers (October 2023 – present); Vice President—Regulatory Administration, U.S. Bank Global Fund Services (2021 – 2023); Assistant Vice President—Regulatory Administration, U.S. Bank Global Fund Services (2018 – 2021).
Sean Hegarty
Born: 1993
Treasurer, Chief Financial Officer and Comptroller; Assistant TreasurerSince 2023;
2022-2023
Chief Operating Officer, EA Advisers (2022 – present); Assistant Vice President – Fund Administration, U.S. Bank Global Fund Services (2018 – 2022); Staff Accountant, Cohen & Company (2015 – 2018).
Jessica Leighty
Born: 1982
Chief Compliance OfficerSince 2022Chief Compliance Officer Alpha Architect (2021 – present); Chief Compliance Officer, Snow Capital (2015 – 2021).
Brian P. Massaro
Born: 1997
Assistant TreasurerSince 2023Chief Data Officer, EA Advisers (2023 – present); Assistant Operating Officer, EA Advisers (2022 – 2023); Mutual Funds Administrator, U.S. Bank Global Fund Services (2019 – 2022).

 
 
 
19

MORGAN DEMPSEY LARGE CAP VALUE ETF
BOARD REVIEW AND APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENT (UNAUDITED)

The Board (the members of which are referred to as “Trustees”) of the EA Series Trust (the “Trust”) met virtually on
March 27, 2023 to consider the approval of Advisory Agreement between the Trust, on behalf of the Morgan Dempsey Large Cap Value ETF (the “Fund”), and Empowered Funds, LLC (the “Adviser”), as well as to consider the approval of the Sub-Advisory Agreement between the Adviser and Morgan Dempsey Capital Management, LLC (the “Sub-Adviser”). In accordance with Section 15(c) of the 1940 Act, the Board requested, reviewed and considered materials furnished by the Adviser and Sub-Adviser relevant to the Board’s consideration of whether to approve the Advisory Agreement and Sub-Advisory Agreement. In connection with considering approval of both the Advisory Agreement and Sub-Advisory Agreement, the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”), met in executive session with counsel to the Trust, who provided assistance and advice. In reaching the decision to approve both the Advisory Agreement and Sub-Advisory Agreement, the Board considered and reviewed information provided by the Adviser and Sub-Adviser, including among other things information about its personnel, operations, financial condition, and compliance and risk management. The Board also reviewed copies of the proposed Advisory Agreement and Sub-Advisory Agreement. During their review and consideration, the Board focused on and reviewed the factors they deemed relevant, including:

Nature, Quality and Extent of Services. The Board was presented and considered information concerning the nature, quality and extent of the overall services expected to be provided by the Adviser to the Morgan Dempsey Large Cap Value ETF (MDLV) (a “New Fund”). In this connection, the Board considered the responsibilities of the Adviser, recognizing that the Adviser had invested significant time and effort in structuring the Trust and the New Fund, and arranging service providers for the New Fund. In addition, the Board considered that the Adviser is responsible for providing investment advisory oversight services to the New Fund, monitoring compliance with the New Fund’s objectives, policies and restrictions, and carrying out directives of the Board. The Board also considered the services expected to be provided by the Adviser in the oversight of the Trust’s administrator, transfer agent and custodian. In addition, the Board evaluated the integrity of each of the Adviser’s and the Fund Sub-Adviser’s personnel, the experience of the Fund Sub-Adviser’s portfolio managers in managing assets and the adequacy of each of the Adviser’s and Fund Sub-Adviser’s resources. In this regard, the Board considered additional investments made by the Adviser in enhancing its services both from a personnel perspective and also a technology perspective, which are expected to create efficiencies and enhance its overall oversight of the Fund and the Trust. The Board also considered the Adviser’s ongoing oversight responsibilities vis-à-vis the Fund’s Sub-Adviser, to include the augmented resources mentioned above. The Board also considered that the MDLV Sub-Adviser will provide non-discretionary investment management services to the New Fund, and that the Adviser will be responsible for implementing all of the MDLV Sub-Adviser’s trading and overall compliance for the New Fund.

Performance. Performance information was not available for the New Fund as it had not yet commenced operations. The Board considered the performance of comparable separate accounts managed by the MDLV Sub-Adviser.

Comparative Fees and Expenses. In considering the advisory fees and sub-advisory fees, the Board reviewed and considered the fees in light of the nature, quality and extent of the services expected to be provided by the Adviser and the MDLV Sub-Adviser, respectively. With respect to the advisory fees and expense ratios for the Fund, the Board also considered the fees and expense ratios versus the fees and expenses charged to other exchange-traded funds and mutual funds. The Board noted that there were several comparable funds available for comparison, with the fees charged within a reasonable range as compared to the peers. Nevertheless, some of the peers under consideration were quite large and likely enjoyed material economies of scale that are not currently available to the Adviser and MDLV Sub-Adviser. With respect to the sub-advisory fees, the Board noted that they were payable solely out of the unitary management fee payable to the Adviser. The Board also considered the allocation of fees among the Adviser and the MDLV Sub-Adviser.

The Board considered, among other information, the data provided in the third-party fee comparison report. Fee information was provided in quartiles, ranging from quartile one (the least expensive) to quartile four (the most expensive).

The Board considered the third-party peer group analysis that included a comparison of the New Fund’s anticipated net expense ratio against funds that were both exchanged-traded funds and mutual funds. The New Fund’s total expense ratio (for both gross and net) and management fee were in the following quartiles:

20

MORGAN DEMPSEY LARGE CAP VALUE ETF
Fund
Total Expense Ratio
Net Expense Ratio
Management Fee Only
ETFs
Mutual Funds
ETFs
Mutual Funds
ETFs
Mutual Funds
MDLV
(U.S. Large Cap Value Funds)
2nd Highest Quartile
2nd Lowest Quartile
2nd Highest Quartile
2nd Lowest Quartile
2nd Highest Quartile
Highest Quartile



The Board was agreeable to the fee levels.

Costs and Profitability. The Board further considered information regarding the potential profits, if any, that may be realized by each of the Adviser and the MDLV Sub-Adviser in connection with providing their respective services to the New Fund. The Board reviewed estimated profit and loss information provided by the Adviser with respect to the New Fund and estimated data regarding the proposed sub-advisory fee and the costs associated with the personnel, systems and equipment necessary to manage the New Fund and to meet the regulatory and compliance requirements adopted by the SEC and other regulatory bodies as well as other expenses the Adviser would pay in accordance with the Advisory Agreement. The Board also took into consideration that the Adviser agreed to pay all expenses incurred by the New Fund except for the fees paid to the Adviser pursuant to the Advisory Agreement, payments under any distribution plan adopted pursuant to Rule 12b-1, brokerage expenses, acquired fund fees and expenses, taxes, interest (including borrowing costs), litigation expenses and other non-routine or extraordinary expenses. The Board also considered the respective financial obligations of the Adviser and the MDLV Sub-Adviser, as sponsor of the New Fund. They also considered the New Fund’s projected asset totals over the first two years of operations.

Other Benefits. The Board further considered the extent to which the Adviser or MDLV Sub-Adviser might derive ancillary benefits from the New Fund’s operations. For example, the Adviser may engage in soft dollar transactions in the future, although it did not currently plan to do so. In addition, the Adviser may benefit from continued growth in the Trust by potentially negotiating better fee arrangements with key vendors serving the Funds. The Board also considered the revenue sharing arrangement between the Adviser and MDLV Sub-Adviser with respect to the New Fund.

Economies of Scale. The Board also considered whether economies of scale would be realized by the New Fund as its assets grow larger, including the extent to which this is reflected in the level of fees to be charged. The Board also noted that the proposed advisory and sub-advisory fees do not include breakpoints but concluded that it was premature to meaningfully evaluate potential economies of scale.

Conclusion. No single factor was determinative of the Board’s decision to approve each of the Advisory Agreement and Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, approved each of the Advisory Agreement and Sub-Advisory Agreement, including the compensation payable under each Agreement.

21

MORGAN DEMPSEY LARGE CAP VALUE ETF
INFORMATION ABOUT PORTFOLIO HOLDINGS (UNAUDITED)
 
The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Fund’s Form N-PORT is available without charge, upon request, by calling (215) 882-9983. Furthermore, you may obtain the Form N-PORT on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are posted on its website at https://morgandempseyfunds.com/.

INFORMATION ABOUT PROXY VOTING (UNAUDITED)
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling (215) 882-9983, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at https://morgandempseyfunds.com/.
 
When available, information regarding how the Fund’s voted proxies relating to portfolio securities during the twelve months ending June 30 is (1) available by calling (215) 882-9983 and (2) the SEC’s website at www.sec.gov.
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (UNAUDITED)

 
Information regarding how often shares of the Fund trades on an exchange at a price above (i.e., at premium) or below (i.e., at a discount) the NAV of the Fund is available, without charge, on the Fund’s website at https://morgandempseyfunds.com/.

 
PRIVACY POLICY (UNAUDITED)
 
 
EA Series Trust (the “Trust”) is strongly committed to preserving and safeguarding the personal financial information of any customers of the Trust. Confidentiality is extremely important to us.
 
Regulation S-P requires, among others, each investment company to “adopt written policies and procedures that address administrative, technical, and physical safeguards for the protection of customer records and information.” However, Pursuant to Regulation S-P’s definition of “customer,” the Trust currently does not have, nor does it anticipate having in the future, any customers. In addition, the Trust does not collect any non-public personal information from any consumers.
 
Nonetheless, the Trust has instituted certain technical, administrative and physical safeguards through which the Trust would seek to protect personal financial information about any customers from unauthorized use and access. First, technical procedures are used in order to limit the accessibility and exposure of Trust-maintained information contained in electronic form. If customer information were obtained by the Trust, such technical procedures would cover such information.
 
Second, administrative procedures that are in place, would be used to control the number and type of employees, affiliated and nonaffiliated persons, to whom customer information (if the Trust were to obtain any) would be accessible.
 
Third, physical safeguards have been established, which if customer information were obtained by the Trust, to prevent access to such information contained in hard-copy form.
 
As these procedures illustrate, the Trust realizes the importance of information confidentiality and security and emphasizes practices which are aimed at achieving those goals.
 

 
 
 
22


 
 
Adviser
Empowered Funds, LLC d/a EA Advisers
19 East Eagle Road
Havertown, Pennsylvania 19083
 
Sub-Adviser
Morgan Dempsey Capital Management, LLC
111 Heritage Reserve #200
Menomonee Falls, Wisconsin 53051
 
Distributor
Quasar Distributors, LLC
111 East Kilbourn Ave, Suite 2200
Milwaukee, Wisconsin 53202
 
Custodian and Securities Lending Agent
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
 
Transfer Agent
U.S. Bank Global Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
 
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, Pennsylvania 19102
 
Legal Counsel
Practus, LLP
11300 Tomahawk Creek Parkway, Suite 310,
Leawood, Kansas 66211
 
Morgan Dempsey Large Cap Value ETF
Symbol – MDLV
CUSIP – 02072L482
 
 
 
 
 













This material must be preceded or accompanied by a prospectus.

23


 
Item 2. Code of Ethics.
 
Not applicable for semi-annual reports.
 
Item 3. Audit Committee Financial Expert.
 
Not applicable for semi-annual reports.
 
Item 4. Principal Accountant Fees and Services.
 
Not applicable for semi-annual reports.
 
Item 5. Audit Committee of Listed Registrants.
 
Not applicable for semi-annual reports.
 
Item 6. Investments.
 
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable to open-end investment companies.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
Not applicable to open-end investment companies.
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable to open-end investment companies.
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
 
Item 11. Controls and Procedures.
 
(a)The Registrant’s Principal Executive Officer and Treasurer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
 
(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fiscal period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
 
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
 
Not applicable to open-end investment companies.
 





24



Item 13. Exhibits.
 
 
 
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
 
 

25



 
 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant)EA Series Trust 
  
By (Signature and Title)/s/ Patrick Cleary 
 Patrick Cleary, President, Chief Executive Officer and Secretary 
  
Date:
December 4, 2023
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By (Signature and Title)/s/ Patrick R. Cleary 
 Patrick Cleary, President, Chief Executive Officer and Secretary 
   
Date:
December 4, 2023
 
   
By (Signature and Title)/s/ Sean R. Hegarty 
 Sean Hegarty, Treasurer, Chief Financial Officer and Comptroller 
   
Date:
December 4, 2023
 
 
  
26