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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 quantity 811-22961
EA
Series Trust
(Exact title of registrant as laid out in constitution)
19
E. Eagle Road
Havertown,
PA 19083
(Address of principal government workplaces) (Zip code)
19
E. Eagle Road
Havertown,
PA 19083
(Name
and tackle of agent for service)
215-882-9983
Registrant’s
phone quantity, together with space code
Date
of fiscal 12 months finish: May 31, 2022
Date
of reporting interval: May 31, 2022
Item
1. Reports to Stockholders.
Viridi
Bitcoin Miners ETF
Annual
Report
May
31, 2022
VIRIDI
BITCOIN MINERS ETF
TABLE
OF CONTENTS
VIRIDI
BITCOIN MINERS ETF
LETTER
TO SHAREHOLDERS
MAY
31, 2022
Dear
valued shareholder,
Thank
you to your funding within the Viridi Bitcoin Miners ETF (“RIGZ” or the “Fund”). The info introduced
on this letter pertains to the operations of the Fund for its fiscal interval starting on its inception (July 20, 2021) by means of May 31,
2022.
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks capital appreciation by investing solely within the
Bitcoin mining vertical. Virdi Funds acts as sub-advisor to RIGZ.
For
the fiscal interval, RIGZ was down 42.98% at its market value and 42.9% at web asset worth. Over the interval, RIGZ barely underperformed
the HI Crypto Mining Stock Index*, which was down 41.11%.
In
the third and fourth quarters of 2021, the Fund strongly appreciated in keeping with the worth of Bitcoin. Bitcoin mining corporations had been
working at extremely excessive margins and executing on their growth tasks. Bitcoin had a weak begin to 2022, nevertheless its downward
trajectory intensified across the time of Russia’s invasion of Ukraine, inflationary shocks, and fears of a worldwide recession, ensuing
in capitulation across the time of the Fund’s fiscal 12 months finish. Crytpo mining shares plummeted on the again of those developments,
performing worse than Bitcoin itself as fears circulated of one other “crypto winter”, a protracted interval of low costs and
poor crypto mining profitability. Despite present sentiment, we stay long run believers in Bitcoin in addition to the Bitcoin mining business
that underpins this community. Bitcoin adoption continues to be in its infancy, and we imagine its infrastructure has a protracted runway of development
forward of it.
In
response to altering market situations and depressed Bitcoin mining economics, now we have positioned the Fund in the direction of what we imagine are
the bottom breakeven operators within the business with sturdy stability sheets and the economies of scale essential to climate a “crypto
winter”.
The
largest contributors to RIGZ’s efficiency through the interval had been Hut 8 Mining Corp, Northern Data, and TAAL.
The
largest detractors to RIGZ’s efficiency through the interval had been Core Scientific, Bitfarms, and Riot Blockchain.
RIGZ
made a $3.9871 distribution to shareholders on January 4, 2022, to adjust to IRS sections 1291-1298 concerning Passive Foreign Investment
Company (“PFIC”) tax remedy. The unusually massive distribution was as a result of outsized, unrealized beneficial properties in non-US corporations
as of October 31, 2021, the time of the PFIC testing. The portfolio is at the moment positioned to reduce future PFIC liabilities.
We
respect your continued funding within the Fund.
Sincerely,
Wes
Fulford
Chief
Executive Officer
Viridi
Funds
* | HI Crypto Mining Stock Index: A complete index of Bitcoin mining-related shares of public mining rig producers, foundries, and miners in the marketplace. |
VIRIDI
BITCOIN MINERS ETF
LETTER
TO SHAREHOLDERS (CONTINUED)
MAY
31, 2022
The
fund’s funding targets, dangers, costs and bills should be thought of fastidiously earlier than investing. The prospectus accommodates
this and different essential details about the funding firm, and it could be obtained by clicking right here for RIGZ. Read it fastidiously
earlier than investing.
Please
see schedule of investments for an entire record of fund holdings
Investments
contain dangers. Principal loss is feasible. ETFs could commerce at a premium or low cost to their web asset worth. Redemptions are restricted
and infrequently brokerage commissions are charged on every commerce which can cut back returns. The Fund is not going to make investments straight in cryptocurrencies
nevertheless it invests in corporations concerned within the cryptocurrency business akin to mining and producers which might be very unstable.
There is not any assurance that the cryptocurrency community or service suppliers will proceed in existence or develop. Technology corporations could
have restricted product strains, monetary sources and will face intense competitors and fast product obsolescence. Cryptocurrency performance
depends on the Internet and a big disruption of connectivity may impede performance and the chance of fraud or cyber-attack
which may have opposed impact on the Fund’s investments.
Cryptocurrencies
are topic to provide and demand so it’s unclear how will probably be impacted by geopolitical occasions. Nevertheless, political, well being or
financial crises could encourage large-scale acquisitions or gross sales of cryptocurrency both globally or regionally. Large actions within the value
of cryptocurrencies may create volatility and negatively affect the worth of the Fund.
Cryptocurrencies
exchanges are new and largely unregulated with none central authority or backing by any authorities or banks.
Cryptocurrency
isn’t authorized tender and should expertise very excessive volatility or be extra uncovered to fraud, glitches or cease working.
Cryptocurrencies
at the moment face an unsure regulatory panorama and are quickly evolving in not solely the United States but in addition in lots of international jurisdictions.
The adoption of legal guidelines and laws that have an effect on the business may finally have a damaging affect or impede the expansion of the businesses
the fund invests in.
Investments
in international securities and depositary receipts are topic to particular dangers together with the chance of a international jurisdiction imposing restrictions
on the flexibility to repatriate or switch foreign money or different property; political, regulatory dangers; and international market and buying and selling dangers.
Depositary receipts symbolize shares of international based mostly companies and could also be much less liquid than the underlying shares of their main
buying and selling market.
The
Fund could put money into corporations which have lately accomplished an IPO (preliminary public providing), are derived from a SPAC (SpecialPurpose Acquisition
Company) or outcome from a Reverse Merger. These corporations could also be unseasoned and lack a buying and selling historical past and observe report. IPOs and shares
derived from SPACS or Reverse Mergers are thus usually topic to excessive value volatility and speculative buying and selling.
The
fund invests in micro-, small-, and mid-capitalization sized corporations which may have much less liquidity and lower-trading volumes which
are inclined to make their market value fall extra in response to promoting pressures and should have restricted markets, product strains, or monetary
sources and lack administration expertise.
The
Fund’s crypto mining investments can be screened with clear power standards. Given the excessive power utilization of the crypto mining
business, the Sub-Adviser will consider crypto mining corporations by specializing in their actions that may cut back the damaging environmental
impacts of mining. The Sub-Adviser may even contemplate bought carbon offsets and different actions selling environmental sustainability.
There might be no assurance that this technique can be profitable for the Fund.
The
Fund is non-diversified, which implies that it could make investments extra of its property within the securities of a single or smaller variety of issuers
than if it had been a diversified fund. The Fund was lately organized with restricted working historical past and observe report on which to base
an funding determination.
The
Fund is distributed by Quasar Distributors, LLC. The Sub-Adviser (Viridi Funds) offers clear power screening.
Viridi
Bitcoin Miners ETF
Growth
of $10,000 (Unaudited)
Average Annual Return* |
||||
Since Inception |
||||
Viridi Bitcoin Miners ETF |
(42.90 | %) | ||
HI Crypto Mining Stock Index |
(41.11 | %) |
* | This chart assumes an preliminary gross funding of $10,000 made on July 19, 2021. Returns proven embrace the reinvestment of all dividends. Past efficiency doesn’t assure future outcomes. The graph and desk don’t replicate the deduction of taxes {that a} shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal worth will fluctuate, in order that your shares, when redeemed, could also be value roughly than the unique price. |
VIRIDI
BITCOIN MINERS ETF
Tabular
Presentation of Schedule of Investments
As
of May 31, 2022 (Unaudited)
Viridi
Bitcoin Miners ETF
Sector1 | % of Net Assets |
|||
Cyrpto-Miner | 81.3 | % | ||
Semiconductor | 18.2 | % | ||
Other2 | 0.5 | % | ||
Total | 100.0 | % |
1. | Sector designations could also be completely different than the sector designations introduced in different Fund supplies. The sector designations symbolize the funding adviser’s inside sector classifications. |
2. | Cash, money equivalents, short-term investments and different property much less liabilities. |
INDEX
OVERVIEW (UNAUDITED)
MAY
31, 2022
HI
Crypto Mining Stock Index
The
Index makes use of a quantitative, rules-based methodology to establish and weight a portfolio of roughly 50 crypto mining fairness securities
with the potential for capital appreciation.
The
Universe – Construction of the Index begins with the universe of shares which have a enterprise line that generates income from cryptocurrency
mining. The universe of shares consists of producers that produce ASICs and GPUs (“Manufacturer” and “Manufacturers”),
and corporations that have interaction straight in mining cryptocurrency or internet hosting shoppers who have interaction in cryptocurrency mining (“Miner”
and “Miners”).
Viridi Bitcoin Miners ETF |
Schedule of Investments |
May 31, 2022 |
Shares | Value | ||||||
COMMON STOCKS – 99.4% |
|||||||
Australia – 7.6% |
|||||||
62,084 | Iris Energy Ltd. ADR (a) |
$ | 368,779 | ||||
124,410 | Mawson Infrastructure Group, Inc. (a)(b) | 302,316 | |||||
671,095 | |||||||
Canada – 23.3% | |||||||
422,507 | Bitfarms Ltd. (a)(b) | 848,454 | |||||
131,124 | Digihost Technology, Inc. (a)(b) | 247,766 | |||||
989,390 | DMG Blockchain Solutions, Inc. (a) | 308,977 | |||||
48,913 | Hive Blockchain Technologies Ltd. (a) | 213,850 | |||||
168,189 | Hut 8 Mining Corp. (a)(b) | 434,817 | |||||
2,053,864 | |||||||
Cayman Islands – 4.0% |
|||||||
196,088 | Bit Digital, Inc. ADR (a)(b) |
349,037 | |||||
Republic of Korea – 4.3% |
|||||||
280 | Samsung Electronics Co., Ltd. ADR |
375,620 | |||||
Taiwan – 4.5% | |||||||
4,119 | Taiwan Semiconductor Manufacturing Co., Ltd. ADR |
392,541 | |||||
United Kingdom – 7.5% |
|||||||
1,013,322 | Argo Blockchain PLC (a) | 663,979 | |||||
United States – 48.2% |
|||||||
3,992 | Advanced Micro Devices, Inc. (a) | 406,625 | |||||
93,535 | Cleanspark, Inc. (a)(b) | 550,921 | |||||
191,735 | Core Scientific, Inc. (a)(b) | 676,825 | |||||
50,680 | Greenidge Generation Holdings, Inc. (a) | 242,250 | |||||
35,986 | Marathon Digital Holdings, Inc. (a)(b) | 368,137 | |||||
2,280 | NVIDIA Corp. | 425,721 | |||||
105,834 | Riot Blockchain, Inc. (a) | 760,946 | |||||
130,575 | Stronghold Digital Mining, Inc. (a)(b) | 421,757 | |||||
121,710 | Terawulf, Inc. (a) | 388,255 | |||||
4,241,437 | |||||||
TOTAL COMMON STOCKS (Cost $18,130,914) |
8,747,573 | ||||||
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING – 30.3% |
|||||||
2,669,263 | First American Government Obligations Fund – Class X, 0.66% (c) |
2,669,263 | |||||
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $2,669,263) |
2,669,263 | ||||||
MONEY MARKET FUNDS – 0.6% |
|||||||
48,927 | First American Government Obligations Fund – Class X, 0.66% (c) |
48,927 | |||||
TOTAL MONEY MARKET FUNDS (Cost $48,927) |
48,927 | ||||||
TOTAL INVESTMENTS (Cost $20,849,104) – 130.3% | 11,465,763 | ||||||
Other Liabilities in Excess of Assets – (30.3%) |
(2,668,680 | ) | |||||
TOTAL NET ASSETS – 100.0% | $ | 8,797,083 |
Percentages
are said as a % of web property.
ADR
– American Depository Receipt
PLC
– Public Limited Company
(a) | Non-Income producing safety. |
(b) | This safety or a portion of this safety was out on mortgage as of May 31, 2022. Total loaned securities had a market worth of $2,940,430 as of May 31, 2022. |
(c) | Rate proven is the 7-day efficient yield. |
The accompanying
notes are an integral a part of these monetary statements.
VIRIDI BITCOIN MINERS ETF |
STATEMENT OF ASSETS AND LIABILITIES |
May 31, 2022 |
Viridi Bitcoin Miners ETF |
||||
Assets: | ||||
Investments in securities, at worth(1) |
$ | 11,465,763 | ||
Cash Collateral obtained for securities loaned (Note 4) |
533,666 | |||
Securities lending earnings receivable (Note 4) |
7,513 | |||
Dividends and curiosity receivable |
130 | |||
Total property |
12,007,072 | |||
Liabilities: | ||||
Due to securities lending agent (Note 4) |
3,202,929 | |||
Accrued funding advisory charges |
7,060 | |||
Total liabilities |
3,209,989 | |||
Net Assets |
$ | 8,797,083 | ||
Net Assets Consist of: |
||||
Paid-in capital |
$ | 23,490,290 | ||
Total distributable earnings (collected deficit) |
(14,693,207 | ) | ||
Net Assets: |
$ | 8,797,083 | ||
Calculation of Net Asset Value Per Share: |
||||
Net Assets |
$ | 8,797,083 | ||
Shares Outstanding (limitless shares of useful curiosity licensed, no par worth) |
700,000 | |||
Net Asset Value per Share |
$ | 12.57 | ||
Cost of Investments in Securities |
$ | 20,849,104 |
(1) | Includes $2,669,263 of collateral for securities on mortgage. |
The
accompanying notes are an integral a part of these monetary statements.
VIRIDI BITCOIN MINERS ETF |
STATEMENT OF OPERATIONS |
For the Period Ended May 31, 2022 |
Viridi Bitcoin Miners ETF(1) |
||||
Investment Income: |
||||
Securities lending earnings |
$ | 45,246 | ||
Dividend earnings |
14,590 | |||
Interest earnings |
329 | |||
Total funding earnings |
60,165 | |||
Expenses: | ||||
Investment advisory charges |
98,370 | |||
Net bills |
98,370 | |||
Net Investment Income (Loss) |
(38,205 | ) | ||
Realized and Unrealized Loss on Investments: |
||||
Net realized loss on: |
||||
Investments | (2,654,429 | ) | ||
Foreign foreign money |
(2,685 | ) | ||
(2,657,114 | ) | |||
Net change in unrealized depreciation on: |
||||
Investments | (9,273,224 | ) | ||
Foreign foreign money |
(110,118 | ) | ||
(9,383,342 | ) | |||
Net realized and unrealized loss on investments: |
(12,040,456 | ) | ||
Net Decrease in Net Assets Resulting from Operations |
$ | (12,078,661 | ) |
(1) | The Fund commenced operations on July 20, 2021. |
The
accompanying notes are an integral a part of these monetary statements.
VIRIDI BITCOIN MINERS ETF |
STATEMENT OF CHANGES IN NET ASSETS |
Viridi Bitcoin Miners ETF |
||||
For the Period Ended May 31, 2022(1) |
||||
Decrease in Net Assets from: | ||||
Operations: | ||||
Net funding earnings (loss) | $ | (38,205 | ) | |
Net realized loss on investments | (2,657,114 | ) | ||
Net change in unrealized depreciation on investments |
(9,383,342 | ) | ||
Net lower in web property ensuing from operations |
(12,078,661 | ) | ||
Distributions to Shareholders: | ||||
Net funding earnings | (1,993,533 | ) | ||
Total distributions to shareholders |
(1,993,533 | ) | ||
Capital Share Transactions: | ||||
Proceeds from shares offered | 24,507,793 | |||
Payments for shares redeemed | (1,638,670 | ) | ||
Transaction charges (See Note 1) |
154 | |||
Net improve in web property derived from web change in capital share transactions |
22,869,277 | |||
Net Increase in Net Assets | 8,797,083 | |||
Net Assets: | ||||
Beginning of interval | – | |||
End of interval | $ | 8,797,083 | ||
Changes in Shares Outstanding | ||||
Shares excellent, starting of interval | – | |||
Shares offered | 750,000 | |||
Shares redeemed | (50,000 | ) | ||
Shares excellent, finish of interval |
700,000 |
(1) | The Fund commenced operations on July 20, 2021. |
The
accompanying notes are an integral a part of these monetary statements.
VIRIDI BITCOIN MINERS ETF |
|
FINANCIAL HIGHLIGHTS | |
For the Period Ended May 31, 2022 |
Net Asset Value, Beginning of Period |
Net Investment Income (Loss)(1) |
Net Realized and Unrealized Gain (Loss) on Investments |
Net Increase (Decrease) in Net Asset Value Resulting from Operations |
Distributions from Net Investment Income |
Total Distributions |
Net Asset Value, End of Period |
Total Return(2) |
Net Assets, End of Period (000’s) |
Net Expenses(3)(4) |
Gross Expenses(3) |
Net Investment Income (Loss)(3) |
Portfolio Turnover Rate(5) |
||||||||||||||||||||||||||||||||||||||||
Viridi Bitcoin Miners ETF |
||||||||||||||||||||||||||||||||||||||||||||||||||||
July 20, 2021(6) to May 31, 2022 |
$ | 25.00 | (0.08 | ) | (8.36 | ) | (8.44 | ) | (3.99 | ) | (3.99 | ) | $ | 12.57 | (42.90 | )% | $ | 8,797 | 0.90 | % | 0.90 | % | (0.35 | )% | 59 | % |
(1) | Net funding earnings per share represents web funding earnings divided by the each day common shares of useful curiosity excellent all through the interval. |
(2) | All returns replicate reinvested dividends, if any, however don’t replicate the affect of taxes. Total return for a interval of lower than one 12 months isn’t annualized. |
(3) | For durations of lower than one 12 months, these ratios are annualized. |
(4) | Net bills embrace results of any reimbursement or recoupment. |
(5) | Portfolio turnover isn’t annualized and is calculated with out regard to short-term securities having a maturity of lower than one 12 months. |
(6) | Commencement of operations. |
The accompanying
notes are an integral a part of these monetary statements.
NOTES
TO THE FINANCIAL STATEMENTS
MAY
31, 2022
NOTE
1 – ORGANIZATION
Viridi
Bitcoin Miners ETF (the “Fund”) is a collection of the EA Series Trust (the “Trust”), which was organized as a Delaware
statutory belief on October 11, 2013. The Trust is registered with the Securities and Exchange Commission (“SEC”) below the
Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end administration funding firm and the providing
of the Fund’s shares (“Shares”) is registered below the Securities Act of 1933, as amended (the “Securities Act”).
The Fund is taken into account non-diversified below the 1940 Act. The Fund commenced operations on July 20, 2021. The Fund qualifies as an funding
firm as outlined within the Financial Accounting Standards Codification Topic 946-Financial Services- Investment Companies. The Fund’s
funding goal is to hunt capital appreciation.
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to realize its funding goal by investing in fairness
securities of corporations that have interaction in and/or help different market individuals in creating Bitcoin (“Bitcoin Miners”). The
Fund is not going to itself put money into Bitcoin straight or not directly by means of using derivatives. Additionally, the Fund will put money into fairness
securities of corporations within the semiconductor industries, specializing in those who develop or manufacture pc chips utilized by Bitcoin
Miners.
Shares
of the Viridi Bitcoin Miners ETF are listed and traded on the NYSE ARCA Exchange, Inc. (“NYSE”). Market costs for the shares
could also be completely different from their web asset worth (“NAV”). The Fund points and redeems shares on a steady foundation at NAV solely
in blocks of 25,000 shares, known as “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities
included in a specified universe. Once created, shares typically commerce within the secondary market at market costs that change all through
the day in share quantities lower than a Creation Unit. Except when aggregated in Creation Units, shares will not be redeemable securities of
the Fund. Shares of the Fund could solely be bought or redeemed by sure monetary establishments (“Authorized Participants”).
An Authorized Participant is both (i) a broker-dealer or different participant within the clearing course of by means of the Continuous Net Settlement
System of the National Securities Clearing Corporation or (ii) a DTC participant and, in every case, should have executed a Participant
Agreement with the Distributor. Most retail traders don’t qualify as Authorized Participants nor have the sources to purchase and promote
complete Creation Units. Therefore, they’re unable to buy or redeem the shares straight from the Fund. Rather, most retail traders
could buy shares within the secondary market with the help of a dealer and are topic to customary brokerage commissions or charges.
Authorized
Participants could also be required to pay a transaction price to compensate the Trust or its custodian for prices incurred in reference to
creation and redemption transactions. The customary transaction price, which is payable to the Trust’s custodian, sometimes applies
to in-kind purchases of the Fund effected by means of the clearing course of on any enterprise day, whatever the variety of Creation Units
bought or redeemed that day (“Standard Transaction Fees”). Variable charges are imposed to compensate the Fund for the transaction
prices related to the money transactions charges. Certain fund deposits consisting of cash-in-lieu or money worth could also be topic to a
variable cost (“Variable Transaction Fees”), which is payable to the Fund, of as much as 2.00% of the worth of the order in
addition to the Standard Transaction Fees. Variable Transaction Fees obtained by the Fund, if any, are displayed within the Capital Share
Transactions sections of the Statements of Changes in Net Assets.
Because,
amongst different issues, the Fund imposes transaction charges on purchases and redemptions of Shares to cowl the custodial and different prices incurred
by the Fund in effecting trades, the Board decided that it’s not essential to undertake insurance policies and procedures to detect and deter market
timing of the Fund’s Shares.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The
following is a abstract of great accounting insurance policies persistently adopted by the Fund. These insurance policies are in conformity with accounting
rules typically accepted within the United States of America (“GAAP”).
A. | Security Valuation. Equity securities which can be traded on a nationwide securities change, besides these listed on the NASDAQ Global Market® (“NASDAQ”) are valued on the final reported sale value on the change on which the safety is principally traded. Securities traded on NASDAQ can be valued on the NASDAQ Official Closing Price (“NOCP”). If, on a selected day, an exchange-traded or NASDAQ safety doesn’t commerce, then essentially the most latest quoted bid for exchange-traded or the imply between the latest quoted bid and ask value for NASDAQ securities can be used. Equity securities that aren’t traded on a listed change are typically valued on the final sale value within the over-the-counter market. If a non-exchange traded safety doesn’t commerce on a selected day, then the imply between the final quoted closing bid and requested value can be used. Prices denominated in foreign currency are transformed to U.S. greenback equivalents on the present change price, which approximates truthful worth. Redeemable securities issued by open-end funding corporations are valued on the funding firm’s relevant web asset worth, aside from exchange-traded open-end funding corporations that are priced as fairness securities. |
Securities
for which quotations will not be available are valued by a committee established by the Trust’s Board of Trustees (the “Board”)
in accordance with procedures established by the Board. This “truthful valuation” course of is designed to worth the topic safety
on the value the Trust would moderately anticipate to obtain upon its present sale. When a safety is “truthful valued,” consideration
is given to the info and circumstances related to the actual state of affairs, together with a evaluation of varied components set forth within the
pricing procedures adopted by the Board. The use of “truthful worth” pricing by the Fund could trigger the web asset worth of its
shares to vary considerably from the web asset worth that may be calculated with out regard to such issues. As of May 31,
2022, the Fund didn’t maintain any securities valued by an funding committee.
As
described above, the Fund could use varied strategies to measure the truthful worth of their investments on a recurring foundation. GAAP establishes
a hierarchy that prioritizes inputs to valuation strategies. The three ranges of inputs are:
Level
1- Unadjusted quoted costs in lively markets for equivalent property or liabilities that the Fund has the flexibility to entry.
Level
2- Observable inputs apart from quoted costs included in Level 1 which can be observable for the asset or legal responsibility, both straight or
not directly. These inputs could embrace quoted costs for the equivalent instrument on an inactive market, costs for comparable devices,
rates of interest, prepayment speeds, credit score threat, yield curves, default charges and comparable knowledge.
Level
3- Unobservable inputs for the asset or legal responsibility, to the extent related observable inputs will not be accessible; representing the Fund’s
personal assumptions concerning the assumptions a market participant would use in valuing the asset or legal responsibility and can be based mostly on the very best
info accessible.
The
availability of observable inputs can fluctuate from safety to safety and is affected by all kinds of things, together with, for instance,
the kind of safety, whether or not the safety is new and never but established within the market, the liquidity of markets, and different traits
explicit to the safety. To the extent that valuation relies on fashions or inputs which can be much less observable or unobservable within the
market, the willpower of truthful worth requires extra judgment. Accordingly, the diploma of judgment exercised in figuring out truthful worth
is best for devices categorized in Level 3.
The
inputs used to measure truthful worth could fall into completely different ranges of the truthful worth hierarchy. In such instances, for disclosure functions,
the extent within the truthful worth hierarchy inside which the truthful worth measurement falls in its entirety, is decided based mostly on the bottom
degree enter that’s important to the truthful worth measurement in its entirety.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
The
following is a abstract of the truthful worth classification of the Fund’s investments as of May 31, 2022:
DESCRIPTION | LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL | ||||||||||||
Viridi Bitcoin Miners ETF |
||||||||||||||||
Assets* | ||||||||||||||||
Common Stocks |
$ | 8,747,573 | $ | – | $ | – | $ | 8,747,573 | ||||||||
Investments Purchased with Proceeds from Securities Lending |
2,669,263 | – | – | 2,669,263 | ||||||||||||
Money Market Funds |
48,927 | – | – | 48,927 | ||||||||||||
Total Investments in Securities |
$ | 11,465,763 | $ | – | $ | – | $ | 11,465,763 |
* | For additional element on every asset class, see the Schedule of Investments |
During
the fiscal interval ended May 31, 2022, the Fund didn’t put money into any Level 3 investments and acknowledged no transfers to/from Level 3.
Transfers between ranges are acknowledged on the finish of the reporting interval.
B. | Risks. Markets could carry out poorly and the returns from the securities by which the Fund invests could underperform returns from the final securities markets. Securities markets could expertise durations of excessive volatility and diminished liquidity in response to governmental actions or intervention, financial or market developments, or different exterior components. The worth of an organization’s securities could rise or fall in response to firm, market, financial or different information. |
Foreign
securities could underperform U.S. securities and could also be extra unstable than U.S. securities. Risks referring to investments in international securities
(together with, however not restricted to, depositary receipts and participation certificates) and to securities of issuers with important publicity
to international markets embrace: foreign money change price fluctuation; much less accessible public details about the issuers of securities; much less
stringent regulatory requirements; lack of uniform accounting, auditing and monetary reporting requirements; and nation dangers together with much less
liquidity, excessive inflation charges, unfavorable financial practices, political instability and expropriation and nationalization dangers.
The
dangers of international securities sometimes are better in rising and fewer developed markets. For instance, along with the dangers related
with investments in any international nation, political, authorized and financial buildings in these much less developed international locations could also be new and altering
quickly, which can trigger instability and better threat of loss. These securities markets could also be much less developed and securities in these
markets are typically extra unstable and fewer liquid than these in developed markets. Investing in rising market international locations could contain
substantial threat as a result of, amongst different causes, restricted info; increased brokerage prices; completely different accounting, auditing and monetary
reporting requirements; much less developed authorized programs and thinner buying and selling markets as in comparison with these in developed international locations; completely different
clearing and settlement procedures and custodial providers; and foreign money blockages or switch restrictions. Emerging market international locations
additionally usually tend to expertise excessive ranges of inflation, deflation or foreign money devaluations, which may harm their economies and
securities markets. Certain rising markets additionally could face different important inside or exterior dangers, together with a heightened threat
of conflict and ethnic, spiritual and racial conflicts. In addition, governments in lots of rising market international locations take part to a big
diploma of their economies and securities markets, which can impair funding and financial development of corporations in these markets. Such
markets may be closely reliant on international capital and, subsequently, weak to capital flight.
Cryptocurrency
Industry Risk. An funding in corporations actively engaged in cryptocurrency expertise could also be topic to the next dangers: The
expertise is new and plenty of of its makes use of could also be untested. There is not any assurance that widespread adoption will happen. A scarcity of growth
within the utilization of cryptocurrency expertise may adversely have an effect on an funding within the Fund. There is not any assurance that the cryptocurrency
community, or the service suppliers essential to accommodate it, will proceed in existence or develop.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
As
a substitute for fiat currencies which can be backed by governments, cryptocurrencies are topic to provide and demand forces based mostly upon
the desirability of another, decentralized means of shopping for and promoting items and providers, and it’s unclear how such provide and
demand can be impacted by geopolitical occasions. Nevertheless, political or financial crises could encourage large-scale acquisitions or gross sales
of cryptocurrency both globally or regionally. Large-scale purchases or gross sales of a number of cryptocurrencies may end in actions
within the value of cryptocurrencies and will negatively or positively affect the worth of the Fund’s investments. Because cryptocurrencies
will not be backed by a authorities, they don’t seem to be topic to the protections that apply to different currencies. For occasion, no authorities can
be anticipated to bolster the worth of a cryptocurrency in case of a crash in its worth.
To
the extent that future regulatory actions or insurance policies restrict or improve the flexibility to change cryptocurrencies or make the most of them for funds,
the demand for cryptocurrencies could also be diminished or elevated. Furthermore, regulatory actions could restrict the flexibility of end-users to transform
cryptocurrencies into fiat foreign money (e.g., U.S. Dollars) or use cryptocurrencies to pay for items and providers.
Cryptocurrencies
at the moment faces an unsure regulatory panorama in not solely the United States but in addition in lots of international jurisdictions such because the European
Union, China and Russia. Some international jurisdictions have banned cryptocurrencies as a way of cost. Most regulatory our bodies haven’t
but issued official statements concerning intention to manage or determinations on regulation of cryptocurrencies, business individuals,
and customers. Various international jurisdictions could, within the close to future, undertake legal guidelines, laws or directives that have an effect on the cryptocurrency
networks and their customers, significantly cryptocurrencies exchanges and repair suppliers that fall inside such jurisdictions’ regulatory
scope. Those legal guidelines, laws or directives could battle with these of the United States and should negatively affect the acceptance of
cryptocurrency by customers, retailers and repair suppliers outdoors of the United States and should subsequently impede the expansion of the cryptocurrency
financial system. The impact of any future regulatory change on cryptocurrency is unattainable to foretell, however the modifications may very well be substantial
and opposed to worth of the Fund’s investments. Current and future laws, governmental and regulatory rulemaking and different
regulatory developments could have an effect on how cryptocurrencies are categorized (e.g., as a safety, property, commodity, foreign money, and so forth.) and
regulated.
The
growth and acceptance of competing platforms or applied sciences could trigger shoppers or traders to make use of a substitute for cryptocurrencies.
Cryptocurrency
and their related platforms are largely unregulated, and the regulatory setting is quickly evolving. In addition, governments
could curtail the creation and holding of crypto currencies. As a outcome, corporations engaged in cryptocurrency actions could also be uncovered
to opposed regulatory motion, fraudulent exercise and even failure. Cryptocurrency exchanges have closed as a result of fraud, enterprise failure,
or safety breaches; and, in lots of of those situations the purchasers of the closed exchanges weren’t made complete for his or her losses.
Where
cryptocurrency programs are constructed utilizing third get together merchandise, these merchandise could include technical defects or vulnerabilities past a
firm’s management. Open-source applied sciences which can be used to construct a cryptocurrency utility, may introduce defects and
vulnerabilities.
Cryptocurrency
performance depends on the Internet. A major disruption of Internet connectivity affecting massive numbers of customers or geographic
areas may impede the performance of cryptocurrency applied sciences and adversely have an effect on the Fund. In addition, sure options of cryptocurrency
expertise, akin to decentralization, open supply protocol, and reliance on peer-to-peer connectivity, could improve the chance of fraud
or cyber-attack by probably lowering the chance of a coordinated response.
Some
of the businesses by which the Fund will make investments are engaged in different strains of enterprise unrelated to cryptocurrency and these strains of
enterprise may adversely have an effect on their working outcomes. The working outcomes of those corporations could fluctuate because of these
extra dangers and occasions within the different strains of enterprise. In addition, an organization’s capability to interact in new actions could expose
it to enterprise dangers with which it has much less expertise than it has with the enterprise dangers related to its conventional companies.
Despite an organization’s doable success in actions linked to its use of cryptocurrency, there might be no assurance that the opposite
strains of enterprise by which these corporations are engaged is not going to have an opposed impact on an organization’s enterprise or monetary situation.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
Semiconductor
Industry Risk. The semiconductor business is very cyclical and periodically experiences important financial downturns characterised
by diminished product demand, leading to manufacturing overcapacity and extra stock, which may end up in fast erosion of product
promoting costs. The business has skilled important downturns, usually in reference to, or in anticipation of, maturing product
cycles of each semiconductor corporations’ and their clients’ merchandise and the decline on the whole financial situations.
PFICs,
Securities that are decided to be PFICs could have realized and unrealized beneficial properties handled as odd earnings, moderately than capital beneficial properties.
This could result in bigger odd earnings distributions to shareholders based mostly on market situations.
See
the Fund’s Prospectus and Statement of Additional Information concerning the dangers of investing in shares of the Fund.
C. | Foreign Currency. Investment securities and different property and liabilities denominated in international currencies are translated into U.S. greenback quantities utilizing the spot price of change on the date of valuation. Purchases and gross sales of funding securities and earnings and expense gadgets denominated in foreign currency are translated into U.S. greenback quantities on the respective dates of such transactions. |
The
Fund isolates the portion of the outcomes of operations ensuing from modifications in international change charges on investments from the fluctuations
arising from modifications in market costs of securities held. That portion of beneficial properties (losses) attributable to the modifications in market costs
and the portion of beneficial properties (losses) attributable to modifications in international change charges are included on the “Statement of Operations”
below “Net realized acquire (loss) – Foreign foreign money” and “Change in Net Unrealized Appreciation (Depreciation)
– Foreign Currency,” respectively.
The
Fund reviews web realized international change beneficial properties or losses that come up from gross sales of foreign currency, foreign money beneficial properties or losses realized
between the commerce and settlement dates on securities transactions, and the distinction between the quantities of dividends, curiosity, and
international withholding taxes recorded on the Fund’s books and the U.S. greenback equal of the quantities truly obtained or paid.
Net unrealized international change beneficial properties and losses come up from modifications within the truthful values of property and liabilities, apart from investments
in securities at fiscal interval finish, ensuing from modifications in change charges.
D. | Federal Income Taxes. The Fund intends to proceed to adjust to the necessities of subchapter M of the Internal Revenue Code of 1986, as amended, as essential to qualify as a regulated funding firm and distribute considerably all web taxable funding earnings and web realized beneficial properties to shareholders in a fashion which ends up in no tax price to the Fund. Therefore, no federal earnings tax provision is required. As of and through the fiscal interval ended May 31, 2022, the Fund didn’t have any tax positions that didn’t meet the “more-likely-than-not” threshold of being sustained by the relevant tax authority. As of and through the fiscal interval ended May 31, 2022, the Fund didn’t have liabilities for any unrecognized tax advantages. The Fund would/will acknowledge curiosity and penalties, if any, associated to unrecognized tax advantages on unsure tax positions as earnings tax expense within the Statement of Operations. During the fiscal interval ended May 31, 2022, the Fund didn’t incur any curiosity or penalties. The Fund is topic to examination by U.S. taxing authorities for the tax durations for the reason that Fund’s graduation of operations. |
The
Fund could also be topic to taxes imposed on realized and unrealized beneficial properties on securities of sure international international locations by which the Fund invests.
The international tax expense, if any, was recorded on an accrual foundation and is included in “Net realized acquire (loss) on investments”
and “Net improve (lower) in unrealized appreciation or depreciation on investments” on the accompanying Statements of
Operations. The quantity of international tax owed, if any, is included in “Payable for international taxes” on the accompanying Statements
of Assets and Liabilities and is comprised of withholding taxes on international dividends and taxes on unrealized beneficial properties.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
E. | Security Transactions and Investment Income. Investment securities transactions are accounted for on the commerce date. Gains and losses realized on gross sales of securities are decided on a selected identification foundation. Dividend earnings is recorded on the ex-dividend date, web of any international taxes withheld at supply. Interest earnings is recorded on an accrual foundation. Withholding taxes on international dividends have been supplied for in accordance with the Fund’s understanding of the relevant tax guidelines and laws. |
Distributions
to shareholders from web funding earnings and from web realized beneficial properties on securities for the Fund are declared and paid on an annual
foundation. Distributions are recorded on the ex-dividend date. The Fund could distribute extra regularly, if crucial, for tax functions.
F. | Use of Estimates. The preparation of monetary statements in conformity with GAAP requires administration to make estimates and assumptions that have an effect on the reported quantities of property and liabilities on the date of the monetary statements, in addition to the reported quantities of will increase and reduces in web property from operations through the interval. Actual outcomes may differ from these estimates. |
G. | Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the worth of the securities held by the Fund, plus money and different property, minus all liabilities (together with estimated accrued bills) by the whole variety of shares excellent for the Fund, rounded to the closest cent. The Fund’s shares is not going to be priced on the times on which the New York Stock Exchange (“NYSE”) is closed for normal buying and selling. The providing and redemption value per share for the Fund is the same as the Fund’s web asset worth per share. |
H. | Guarantees and Indemnifications. In the traditional course of enterprise, the Fund enters into contracts with service suppliers that include basic indemnification clauses. Additionally, as is customary, the Trust’s organizational paperwork allow the Trust to indemnify its officers and trustees in opposition to sure liabilities below sure circumstances. The Fund’s most publicity below these preparations is unknown as this could contain future claims that will be in opposition to the Fund that haven’t but occurred. As of the date of this Report, no declare has been made for indemnification pursuant to any such settlement of the Fund. |
I. | Reclassification of Capital Accounts. GAAP requires that sure elements of web property referring to everlasting variations be reclassified between monetary and tax reporting. These reclassifications haven’t any impact on web property or web asset worth per share. In addition, the Fund’s realized web capital beneficial properties ensuing from in-kind redemptions, by which shareholders exchanged Fund shares for securities held by the Fund moderately than for money. Because such beneficial properties are not taxable to the Fund, and will not be distributed to shareholders, they’ve been reclassified from collected web realized losses to paid-in capital. For the fiscal interval ended May 31, 2022 the next desk reveals the reclassifications made: |
Undistributed Net Investment Income (Loss) |
Accumulated Net Realized Gain (Loss) |
Paid in Capital |
||||||||||
Viridi Bitcoin Miners ETF |
$ | 5,374 | $ | (626,387 | ) | $ | 621,013 |
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.
Empowered
Funds, LLC d/b/a EA Advisers (the “Adviser”) serves because the funding adviser to the Fund. Pursuant to an funding advisory
settlement (the “Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser offers funding
recommendation to the Fund and oversees the day-to-day operations of the Fund, topic to the path and management of the Board and the officers
of the Trust. Under the Advisory Agreement, the Adviser can also be liable for arranging switch company, custody, fund administration
and accounting, and different non-distribution associated providers crucial for the Fund to function. The Adviser administers the Fund’s
enterprise affairs, offers workplace amenities and tools and sure clerical, bookkeeping and administrative providers. The Adviser
agrees to pay all bills incurred by the Fund aside from the price paid to the Adviser pursuant to the Advisory Agreement, funds below
any distribution plan adopted pursuant to Rule 12b-1, brokerage bills, acquired fund charges and bills, taxes (together with tax-related
providers), curiosity (together with borrowing prices), litigation expense (together with class action-related providers) and different non-routine or
extraordinary bills.
U.S.
Bancorp Fund Services, LLC (“Fund Services” or “Administrator”), doing enterprise as U.S. Bank Global Fund Services,
acts because the Fund’s Administrator and, in that capability, performs varied administrative and accounting providers for the Fund. The
Administrator prepares varied federal and state regulatory filings, reviews and returns for the Fund, together with regulatory compliance
monitoring and monetary reporting; prepares reviews and supplies to be provided to the trustees; screens the actions of the Fund’s
Custodian, switch agent and fund accountant. Fund Services additionally serves because the switch agent and fund accountant to the Fund. U.S.
Bank N.A. (the “Custodian”), an affiliate of the Administrator, serves because the Fund’s Custodian.
The
Custodian acts because the securities lending agent (the “Securities Lending Agent”) for the Fund.
New
Gen Minting, LLC, often called Viridi Funds (the “Sub-Adviser”), serves as a non-discretionary funding sub-adviser to the
Fund. Pursuant to an funding sub-advisory settlement (the “Sub-Advisory Agreement”) among the many Trust, the Adviser and the
Sub-Adviser, the Sub-Adviser is liable for figuring out the funding exposures for the Fund, topic to the general supervision
and oversight of the Adviser and the Board.
At
a Board assembly held on June 29, 2021, the Board of Trustees of the Trust (the “Trustees”) together with every Trustee who’s
not an “ individual” of the Trust, as outlined within the 1940 Act, authorized the Advisory Agreement and Sub-Advisory Agreement.
Per the Advisory Agreement, the Fund pays an annual price of 0.90% to the Adviser month-to-month based mostly on common each day web property. An outline
of the Board’s consideration was included within the Fund’s semi-annual report dated November 30, 2021.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
4 – SECURITIES LENDING
On
October 1, 2021, the Board authorized using securities lending. The Fund could lend as much as 33⅓% of the worth of the securities
in its portfolio to brokers, sellers and monetary establishments (however not people) below phrases of participation in a securities lending
program administered by the Securities Lending Agent. The securities lending settlement requires that loans are collateralized in any respect
occasions in an quantity equal to a minimum of 102% of the worth of any home loaned securities on the time of the mortgage, plus accrued curiosity.
The use of loans of international securities, that are denominated and payable in U.S. {dollars}, shall be collateralized in an quantity equal
to 105% of the worth of any loaned securities on the time of the mortgage plus accrued curiosity. The Fund receives compensation within the type
of charges and earns curiosity on the money collateral. The quantity of charges is determined by a lot of components together with the kind of safety and
size of the mortgage. The Fund continues to obtain curiosity funds or dividends on the securities loaned through the borrowing interval.
Gain or loss on the worth of securities loaned that will happen through the time period of the mortgage can be for the account of the Fund. The Fund
has the correct below the phrases of the securities lending settlement to recall the securities from the borrower on demand.
The
securities lending settlement offers that, within the occasion of a borrower’s materials default, the Securities Lending Agent shall take
all actions the Securities Lending Agent deems applicable to liquidate the collateral, buy alternative securities on the Securities
Lending Agent’s expense, or pay the Fund an quantity equal to the market worth of the loaned securities, topic to sure limitations
that are set forth intimately within the securities lending settlement between the Fund and the Securities Lending Agent.
As
of the top of the present fiscal interval, the Fund had loaned securities and obtained money collateral for the loans. The money collateral
is invested by the Securities Lending Agent in accordance with the Trust authorized funding tips. Those tips require the
money collateral to be invested in readily marketable, top quality, short-term obligations; nevertheless, such investments are topic to
threat of cost delays or default on the a part of the issuer or counterparty or in any other case could not generate ample curiosity to assist
the prices related to securities lending. The Fund may additionally expertise delays in recovering its securities and doable lack of
earnings or worth if the borrower fails to return the borrowed securities, though the Fund is indemnified from this threat by contract
with the Securities Lending Agent.
As
of the top of the present fiscal interval, the values of the securities on mortgage and payable for collateral as a result of dealer for the Fund had been
as follows:
Value of |
Payable for |
|||||||
Securities | Collateral | |||||||
on Loan |
Received* | |||||||
Viridi Bitcoin Miners ETF |
$ | 2,940,430 | $ | 3,202,929 |
* | The money collateral obtained was invested within the First American Money Market Government Obligations Fund as proven on the Schedule of Investments. The funding goal is to hunt most present earnings to the extent according to the preservation of capital and upkeep of liquidity. |
The curiosity
earnings earned by the Fund on the funding of money collateral obtained from debtors for the securities loaned to them (“Securities
Lending Income, Net”) is mirrored within the Fund’s Statement of Operations. Net securities lending earnings earned on collateral
investments and acknowledged by the Fund through the present fiscal interval, was as follows:
Viridi Bitcoin Miners ETF |
$ | 45,246 |
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
5 – PURCHASES AND SALES OF SECURITIES
For
the fiscal interval ended May 31, 2022, purchases and gross sales of securities for the Fund, excluding short-term securities and in-kind transactions,
had been as follows:
Purchases | Sales | |||||||
Viridi Bitcoin Miners ETF |
$ | 7,334,459 | $ | 6,633,468 |
For
the fiscal interval ended May 31, 2022, in-kind transactions related to creations and redemptions had been as follows:
Purchases | Sales | |||||||
Viridi Bitcoin Miners ETF |
$ | 21,675,832 | $ | 1,592,788 |
For
the fiscal interval ended May 31, 2022, brief time period and long-term beneficial properties on in-kind transactions had been as follows:
Short Term |
Long Term |
|||||||
Viridi Bitcoin Miners ETF |
$ | 621,013 | $ | – |
There
had been no purchases or gross sales of U.S. Government securities through the fiscal interval.
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
6 – TAX INFORMATION
The
elements of tax foundation price of investments and web unrealized appreciation (depreciation) for federal earnings tax functions at May 31,
2022 had been as follows:
Viridi Bitcoin Miners ETF |
||||
Tax price of Investments |
$ | 21,900,200 | ||
Gross tax unrealized appreciation |
74,571 | |||
Gross tax unrealized depreciation |
(10,509,008 | ) | ||
Net tax unrealized appreciation (depreciation) |
$ | (10,434,437 | ) | |
Undistributed odd earnings |
– | |||
Undistributed long-term acquire |
– | |||
Total distributable earnings |
– | |||
Other collected acquire (loss) |
(4,258,770 | ) | ||
Total collected acquire (loss) |
$ | (14,693,207 | ) |
The
distinction between e-book and tax-basis price is attributable to the belief for tax functions of unrealized beneficial properties on investments in
REITs, partnerships, passive international funding corporations and wash gross sales. Under tax legislation, sure capital and international foreign money losses
realized after October 31 and throughout the taxable 12 months are deemed to come up on the primary enterprise day of the Fund’s subsequent taxable
12 months.
For
the fiscal interval ended May 31, 2022, the Fund didn’t defer any certified late 12 months losses. At May 31, 2022, the Fund deferred, on a
tax foundation, post-October losses of:
Post October Late Year Loss Deferral |
Post October Capital Loss Deferral |
|||||||
Viridi Bitcoin Miners ETF |
$ | 2,026,364 | $ | – |
At
May 31, 2022, the Fund had the next capital loss carryforwards
Unlimited Short-Term |
Unlimited Long-Term |
|||||||
Viridi Bitcoin Miners ETF |
$ | (2,232,405 | ) | $ | – |
VIRIDI
BITCOIN MINERS ETF
NOTES
TO THE FINANCIAL STATEMENTS (CONTINUED)
MAY
31, 2022
NOTE
7 – DISTRIBUTIONS TO SHAREHOLDERS
The
tax character of distributions paid by the Fund through the fiscal interval ended May 31, 2022, was as follows:
Fiscal Period Ended May 31, 2022 |
||||
Ordinary Income |
||||
Viridi Bitcoin Miners ETF |
$ | 1,993,533 |
NOTE
8 – OTHER INFORMATION
Effective
March 31, 2021, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the
Fund’s distributor, from U.S. Bancorp. As a results of the acquisition, Quasar grew to become a wholly-owned broker-dealer subsidiary of
Foreside and is not affiliated with U.S. Bancorp. The Board of Trustees of the Trust has authorized a brand new Distribution Agreement
to allow Quasar to proceed serving because the Fund’s distributor.
On
July 7, 2021, Foreside Financial Group, LLC (“Foreside”), the mum or dad firm of Quasar Distributors, LLC (“Quasar”),
the Fund’s distributor, introduced that it had entered right into a definitive buy and sale settlement with Genstar Capital
(“Genstar”) such that Genstar would purchase a majority stake in Foreside. The transaction closed on the finish of the
third quarter of 2021. Quasar stays the Fund’s distributor after the shut of the transaction, as authorized by the Board
on September 15, 2021.
On
April 19, 2022, the Board of Trustees authorized the renaming of the Trust to EA Series Trust.
On
April 19, 2022, the Board of Trustees authorized a brand new officer of the Trust. As of April 21, 2022, Sean Hegarty is the Assistant Treasurer
and Liquidity Risk Management Program Administrator for the EA Series Trust.
NOTE
9 – SUBSEQUENT EVENTS
In
making ready these monetary statements, administration of the Fund has evaluated occasions and transactions for potential recognition or disclosure
by means of date the monetary statements had been issued. There had been no transactions that occurred through the interval subsequent to May 31, 2022,
that materially impacted the quantities or disclosures within the Fund’s monetary statements.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SPICER JEFFRIES LLP |
Certified
Public Accountants
4601
DTC BOULEVARD ● SUITE 700
DENVER,
COLORADO 80237
TELEPHONE:
(303) 753-1959
FAX:
(303) 753-0338
www.spicerjeffries.com
To
the Shareholders and
Board
of Trustees of
EA
Series Trust
Opinion
on the Financial Statements
We
have audited the accompanying statements of property and liabilities, together with the schedule of investments, of Viridi Bitcoin Miners ETF
(the “Fund”, a collection of EA Series Trust, the “Trust”) as of May 31, 2022, and the associated statements of operations,
modifications in web property, and monetary highlights for the interval from July 20, 2021 (graduation of operations) by means of May 31, 2022,
and the associated notes and schedules (collectively known as the monetary statements). In our opinion, the monetary statements
current pretty, in all materials respects, the monetary place as of May 31, 2022, and the outcomes of its operations, modifications in web
property, and monetary highlights, in all materials respects, for the interval from July 20, 2021 (graduation of operations) by means of May 31,
2022, in conformity with accounting rules typically accepted within the United States of America.
Basis
for Opinion
These
monetary statements and monetary highlights are the duty of the Trust’s administration. Our duty is to precise
an opinion on the Trust’s monetary statements based mostly on our audit. We are a public accounting agency registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be impartial with respect to the Trust in accordance with the
U.S. federal securities legal guidelines and the relevant guidelines and laws of the Securities and Exchange Commission and the PCAOB.
We
performed our audit in accordance with the requirements of the PCAOB. Those requirements require that we plan and carry out the audit to acquire
cheap assurance about whether or not the monetary statements are free of fabric misstatement, whether or not as a result of error or fraud. The Trust
isn’t required to have, nor had been we engaged to carry out, an audit of its inside management over monetary reporting. As a part of our audit,
we’re required to acquire an understanding of inside management over monetary reporting, however not for the aim of expressing an opinion
on the effectiveness of the Trust’s inside management over monetary reporting. Accordingly, we categorical no such opinion.
Our
audit included performing procedures to evaluate the dangers of fabric misstatement of the monetary statements and monetary highlights,
whether or not as a result of error or fraud, and performing procedures that reply to these dangers. Such procedures included inspecting, on a check foundation,
proof concerning the quantities and disclosures within the monetary statements and monetary highlights. Our procedures included affirmation
of securities owned as of May 31, 2022, by correspondence with the custodian. Our audit additionally included evaluating the accounting rules
used and important estimates made by administration, in addition to evaluating the general presentation of the monetary statements and monetary
highlights. We imagine that our audit offers an inexpensive foundation for our opinion.
VIRIDI
BITCOIN MINERS ETF
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Critical
Audit Matters
Critical
audit issues are issues arising from the present interval audit of the monetary statements that had been communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures which can be materials to the monetary statements and
(2) concerned our particularly difficult, subjective, or complicated judgments. We decided that there aren’t any vital audit issues.
We
have served because the auditor of a number of of the funding corporations throughout the EA Series Trust since 2016.
Denver,
Colorado
July 29,
2022
EXPENSE
EXAMPLE
MAY
31, 2022 (UNAUDITED)
As
a shareholder of the Viridi Bitcoin Miners ETF, you incur two sorts of prices: (1) transaction prices, together with brokerage commissions
on purchases and gross sales of Fund shares, and (2) ongoing prices, together with administration charges and different Fund bills. This instance is meant
that can assist you perceive your ongoing prices (in {dollars}) of investing within the Fund and to match these prices with the continued prices of
investing in different mutual funds.
The
instance relies on an funding of $1,000 invested in the beginning of the latest six-month interval and held your entire interval
(December 1, 2021 to May 31, 2022).
Actual
Expenses
The
first line of the desk under offers details about precise account values and precise bills. You could use the knowledge on this
line, along with the quantity you invested, to estimate the bills that you just paid over the interval. Simply divide your account worth
by $1,000 (for instance, an $8,600 account worth divided by $1,000 = 8.6), then multiply the outcome by the quantity within the first line below
the heading entitled “Expenses Paid During the Period December 1, 2021 to May 31, 2022” to estimate the bills you paid
in your account throughout this era.
Hypothetical
Example for Comparison Purposes
The
second line of the desk under offers details about hypothetical account values and hypothetical bills based mostly on the Fund’s
precise expense ratio and an assumed price of return of 5% per 12 months earlier than bills, which isn’t the Fund’s precise return. The hypothetical
account values and bills will not be used to estimate the precise ending account stability or bills you paid for the interval. You could
use this info to match the continued prices of investing within the Fund’s and different funds. To accomplish that, examine this 5% hypothetical
instance with the 5% hypothetical examples that seem within the shareholder reviews of the opposite funds. Please notice that the bills proven
within the desk are supposed to spotlight your ongoing prices solely and don’t replicate any transactional prices, akin to brokerage commissions
paid on purchases and gross sales of Fund shares. Therefore, the second line of the desk is beneficial in evaluating ongoing prices solely and can
not aid you decide the relative whole prices of proudly owning completely different funds. If these transactional prices had been included, your prices would
have been increased. The info assumes the reinvestment of all dividends and distributions.
Annualized Expense Ratio |
Beginning Account Value December 1, 2021 |
Ending Account Value May 31, 2022 |
Expenses Paid During Period December 1, 2021 to May 31, 2022 |
|||||||||||||
Viridi Clean Energy Crypto Mining & Infrastructure ETF1 |
||||||||||||||||
Actual | 0.90 | % | $ | 1,000.00 | $ | 318.00 | $ | 2.96 | ||||||||
Hypothetical (5% annual return earlier than bills) | 0.90 | % | 1,000.00 | 1,020.44 | 4.53 |
1. | The greenback quantities proven as bills paid through the interval are equal to the annualized six-month expense ratio multiplied by the typical account worth through the interval, multiplied by 182/365, to replicate the one-half 12 months interval. |
REVIEW
OF LIQUIDITY RISK MANAGEMENT PROGRAM (UNAUDITED)
Pursuant
to Rule 22e-4 below the Investment Company Act of 1940, the Trust, on behalf of the collection of the Trust coated by this shareholder report
(the “Fund”), has adopted a liquidity threat administration program (“the Program”) to control the Trust’s strategy
to managing liquidity threat. Rule 22e-4 seeks to advertise efficient liquidity threat administration, thereby lowering the chance that the Fund
can be unable to fulfill its redemption obligations and mitigating dilution of the pursuits of fund shareholders. The Trust’s liquidity
threat administration program is tailor-made to replicate the Fund’s explicit dangers, however to not get rid of all opposed impacts of liquidity
threat, which might be incompatible with the character of the Fund.
The
Trust’s Board of Trustees has designated the Chief Executive Officer of Empowered Funds LLC (the “Adviser) because the Program
Administrator, liable for administering the Program and its insurance policies and procedures.
At
the October 13, 2021, assembly of the Board of Trustees of the Trust, the Program Administrator supplied the Trustees with a report pertaining
to the operation, adequacy, and effectiveness of implementation of the Program for the interval ended September 30, 2021. The report concluded
that the Program appeared successfully tailor-made to establish potential illiquid situations and to allow the Fund to ship applicable
reporting. In addition, the report concluded that the Program is satisfactorily working and its implementation has been efficient. The
report mirrored that there have been no liquidity occasions that impacted the Fund’s capability to well timed meet redemptions with out dilution
to current shareholders. The report additional described materials modifications that had been made to the Program since its implementation.
There
might be no assurance that the Program will obtain its targets sooner or later. Please seek advice from the prospectus for extra info concerning
the Fund’s publicity to liquidity threat and different principal dangers to which an funding within the Fund could also be topic.
FEDERAL
TAX INFORMATION (UNAUDITED)
For
the fiscal interval ended May 31, 2022, sure dividends paid by the Fund could also be topic to a most tax price of 23.8%, as supplied for
by the Tax Cuts and Jobs Act of 2017. The share of dividends declared from odd earnings designated as certified dividend earnings
was as follows:
Viridi Bitcoin Miners ETF |
0.89 | % |
For
company shareholders, the % of odd earnings distributions qualifying for the company dividends obtained deduction for the
fiscal interval ended May 31, 2022 was as follows:
Viridi Bitcoin Miners ETF |
0.01 | % |
SHORT
TERM CAPITAL GAIN
The
share of taxable odd earnings distributions which can be designated as short-term capital acquire distributions below the Internal Revenue
Section 871 (ok)(2)(C) for the Fund was 0.00% (unaudited).
MANAGEMENT
OF THE FUND
The
desk under units forth sure details about every of the Trust’s government officers in addition to its affiliated and impartial
Trustees.
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 Past |
Independent Trustees |
|||||
Daniel Born: |
Trustee | Since 2014 |
Associate Professor of Finance, Drexel University, LeBow College of Business (2003 – current). |
20 | None |
Michael Born: |
Trustee | Since 2014 |
The Robert J. and Mary Ellen Darretta Endowed Chair in Finance, Villanova University (1999 – current); Associate Editor of The Financial Review (2009 – current) and Editorial Board Member of Advances in Quantitative Analysis of Finance and Accounting (2010 – current); Founder, Michael S. Pagano, LLC (enterprise consulting agency) (2008 – current); Member of FINRA’s Market Regulation Committee (2009 – current). |
20 | None |
Chukwuemeka Born: |
Trustee | Since 2018 |
Co-founder and CEO, PeopleJoy (2016 – current). |
20 | None |
Interested Trustee* |
|||||
Wesley Born: |
Trustee and President | Since 2014 |
Founder and Executive Managing Member, EA Advisers (2013 – current); Founder and Executive Managing Member, Empirical Finance, LLC d/b/a EA Advisers (2010 – current). |
20 | None |
* | Dr. Gray is an “ individual,” as outlined by the Investment Company Act, due to his employment with and possession curiosity within the Adviser. |
Additional
details about the Affiliated Trustee and Independent Trustees is obtainable within the Statement of Additional Information (SAI).
VIRIDI
BITCOIN MINERS ETF
MANAGEMENT
OF THE FUND
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 |
John Born: |
Treasurer and Chief Financial Officer |
Since 2014 |
Managing |
Patrick Born: |
Secretary and Chief Compliance Officer |
Since 2015 |
Chief Operating Officer and Managing Member, EA Series Trust (2014 – current); Chief Executive Officer of EA Advisers (2021 – current). |
Sean Born: |
Assistant Treasurer |
Since 2022 |
Chief Operating Officer, EA Advisers (2022 – current); Assistant Vice President – Fund Administration, U.S. Bank Global Fund Services (2018 – 2022); Staff Accountant, Cohen & Company (2015 – 2018) |
VIRIDI
BITCOIN MINERS ETF
INFORMATION
ABOUT PORTFOLIO HOLDINGS (UNAUDITED)
The
Fund recordsdata its full 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 obtainable with out cost, upon request, by calling (215)
882-9983. Furthermore, it’s possible you’ll acquire the Form N-PORT on the SEC’s web site at www.sec.gov. The Fund’s portfolio holdings
are posted on its web site at https://viridifunds.com/rigz-etf/ each day.
INFORMATION
ABOUT PROXY VOTING (UNAUDITED)
A
description of the insurance policies and procedures the Fund makes use of to find out vote proxies referring to portfolio securities is supplied
within the Statement of Additional Information (“SAI”). The SAI is obtainable with out cost upon request by calling (215) 882-9983,
by accessing the SEC’s web site at www.sec.gov, or by accessing the Fund’s web site at https://viridifunds.com/rigz-etf/.
When
accessible, info concerning how the Fund’s voted proxies referring to portfolio securities through the twelve months ending
June 30 is (1) accessible by calling (215) 882-9983 and (2) the SEC’s web site at www.sec.gov.
FREQUENCY
DISTRIBUTION OF PREMIUMS AND DISCOUNTS (UNAUDITED)
Information
concerning how usually shares of the Fund trades on an change at a value above (i.e., at premium) or under (i.e., at a reduction) the NAV
of the Fund is obtainable, with out cost, on the Fund’s web site at https://viridifunds.com/rigz-etf/.
EA
Series Trust (the “Trust”) is strongly dedicated to preserving and safeguarding the non-public monetary info of any
clients of the Trust. Confidentiality is extraordinarily essential to us.
Regulation
S-P requires, amongst others, every funding firm to “undertake written insurance policies and procedures that tackle administrative, technical,
and bodily safeguards for the safety of buyer information and knowledge.” However, Pursuant to Regulation S-P’s definition
of “buyer,” the Trust at the moment doesn’t have, nor does it anticipate having sooner or later, any clients. In addition,
the Trust doesn’t acquire any personal private info from any shoppers.
Nonetheless,
the Trust has instituted sure technical, administrative and bodily safeguards by means of which the Trust would search to guard private
monetary details about any clients from unauthorized use and entry. First, technical procedures are used in an effort to restrict the
accessibility and publicity of Trust-maintained info contained in digital type. If buyer info had been obtained by the
Trust, such technical procedures would cowl such info.
Second,
administrative procedures which can be in place, can be used to manage the quantity and kind of workers, affiliated and nonaffiliated
individuals, to whom buyer info (if the Trust had been to acquire any) can be accessible.
Third,
bodily safeguards have been established, which if buyer info had been obtained by the Trust, to stop entry to such info
contained in hard-copy type.
As
these procedures illustrate, the Trust realizes the significance of data confidentiality and safety and emphasizes practices which
are aimed toward reaching these objectives.
Adviser
Empowered
Funds, LLC d/b/a EA Advisers
19
East Eagle Road
Havertown,
PA 19083
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
Spicer
Jeffries LLP
4601
DTC Boulevard, Suite 700
Denver,
CO 80237
Legal
Counsel
Practus,
LLC
11300
Tomahawk Creek Parkway, Suite 310
Leawood,
KS 66211
Viridi
Bitcoin Miners ETF
Symbol
– RIGZ
CUSIP – 02072L755
Item
2. Code of Ethics.
The
registrant has adopted a code of ethics that applies to the registrant’s principal government officer and principal monetary officer.
The registrant has not made any amendments to its code of ethics through the interval coated by this report. The registrant has not granted
any waivers from any provisions of the code of ethics through the interval coated by this report.
A
copy of the registrant’s Code of Ethics is included by reference.
Item
3. Audit Committee Financial Expert.
The
registrant’s Board of Trustees of the Trust has decided that there’s a minimum of one audit committee monetary professional serving
on its audit committee. Mr. Michael Pagano is an “audit committee monetary professional” and is taken into account to be “impartial”
as every time period is outlined in Item 3 of Form N-CSR.
Item
4. Principal Accountant Fees and Services.
The
registrant has engaged its principal accountant to carry out audit providers, audit-related providers, tax providers and different providers throughout
the previous fiscal 12 months. “Audit providers” seek advice from performing an audit of the registrant’s annual monetary statements
or providers which can be usually supplied by the accountant in reference to statutory and regulatory filings or engagements for these
fiscal years. “Audit-related providers” seek advice from the reassurance and associated providers by the principal accountant which can be moderately
associated to the efficiency of the audit. “Tax providers” seek advice from skilled providers rendered by the principal accountant
for tax compliance, tax recommendation, and tax planning, together with evaluation of the registrant’s tax returns and calculations of required
earnings, capital acquire and excise distributions. There had been no “Other providers” supplied by the principal accountant. The following
desk particulars the mixture charges billed or anticipated to be billed for the final fiscal 12 months for audit charges, audit-related charges, tax charges
and different charges by the principal accountant.
Viridi Bitcoin Miners ETF
FYE 5/31/2022 |
FYE 5/31/2021 |
|
Audit Fees | $8,750 | N/A |
Audit-Related Fees | N/A | N/A |
Tax Fees | $2,250 | N/A |
All Other Fees |
N/A | N/A |
The
audit committee has adopted pre-approval insurance policies and procedures that require the audit committee to pre-approve all audit and non-audit
providers of the registrant, together with providers supplied to any entity affiliated with the registrant.
The
share of charges billed by Spicer Jeffries LLP relevant to non-audit providers pursuant to waiver of pre-approval requirement had been
as follows:
Viridi Bitcoin Miners ETF
FYE 5/31/2022 |
FYE 5/31/2021 |
|
Audit-Related Fees | 0% | N/A |
Tax Fees | 0% | N/A |
All Other Fees |
0% | N/A |
All
of the principal accountant’s hours spent on auditing the registrant’s monetary statements had been attributed to work carried out
by full-time everlasting workers of the principal accountant. (If greater than 50 % of the accountant’s hours had been spent
to audit the registrant’s monetary statements for the latest fiscal 12 months, state what number of hours had been attributed to work carried out
by individuals apart from the principal accountant’s full-time, everlasting workers.)
The
following desk signifies the non-audit charges billed or anticipated to be billed by the registrant’s accountant for providers to the
registrant and to the registrant’s funding adviser (and some other controlling entity, and so forth.—not sub-adviser) for the previous
12 months. The audit committee of the board of trustees/administrators has thought of whether or not the supply of non-audit providers that had been rendered
to the registrant’s funding adviser is appropriate with sustaining the principal accountant’s independence and has concluded
that the supply of such non-audit providers by the accountant has not compromised the accountant’s independence.
Viridi Bitcoin Miners ETF
Non-Audit Related Fees |
FYE 5/31/2022 |
FYE 5/31/2021 |
Registrant | N/A | N/A |
Registrant’s Investment Adviser |
N/A | N/A |
Item
5. Audit Committee of Listed Registrants.
The
registrant is an issuer as outlined in Rule 10A-3 below the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The impartial members of the committee
are as follows: Daniel Dorn, Chukwuemeka (Emeka) Oguh, and Michael Pagano.
Item
6. Investments.
Schedule
of Investments is included as a part of the report back to shareholders filed below Item 1 of this Form.
Item
7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not
relevant to open-end funding corporations.
Item
8. Portfolio Managers of Closed-End Management Investment Companies.
Not
relevant to open-end funding corporations.
Item
9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not
relevant to open-end funding corporations.
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no materials modifications to the procedures by which shareholders could suggest 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 outlined in Rule 30a-3(c) below the Investment Company Act of 1940 (the “Act”)) as of a date inside 90 days of the submitting of this report, as required by Rule 30a-3(b) below the Act and Rules 13a-15(b) or 15d-15(b) below the Securities Exchange Act of 1934. Based on their evaluation, such officers have concluded that the disclosure controls and procedures are efficient in making certain that info required to be disclosed on this report is appropriately recorded, processed, summarized and reported and made identified to them by others throughout the Registrant and by the Registrant’s service supplier. |
(b) | There had been no modifications within the Registrant’s inside management over monetary reporting (as outlined in Rule 30a-3(d) below the Act) that occurred through the second fiscal quarter of the interval coated by this report that has materially affected, or is fairly doubtless to materially have an effect on, the Registrant’s inside management over monetary reporting. |
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not
relevant to open-end funding corporations.
Item
13. Exhibits.
(3)
Any written solicitation to buy securities below Rule 23c-1 below the Act despatched or given through the interval coated by the report
by or on behalf of the registrant to 10 or extra individuals. Not relevant to open-end funding corporations.
(4)
Change within the registrant’s impartial public accountant. There was no change within the registrant’s impartial public
accountant for the interval coated by this report.
SIGNATURES
Pursuant
to the necessities of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly precipitated this
report back to be signed on its behalf by the undersigned, thereunto duly licensed.
(Registrant) | EA Series Trust | |
By (Signature and Title) | /s/ Wesley Gray | |
Wesley Gray, President, Principal Executive Officer | ||
Date: | August 2, 2022 |
Pursuant
to the necessities of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed under
by the next individuals on behalf of the registrant and within the capacities and on the dates indicated.
By (Signature and Title) |
/s/ Wesley Gray | |
Wesley Gray, President, Principal Executive Officer |
||
August 2, 2022 | ||
By (Signature and Title) | /s/ John R. Vogel | |
John R. Vogel, Principal Financial Officer and Treasurer | ||
Date: | August 2, 2022 |
EX-99.CODE
ETH
XVIII.
FINANCIAL CODE OF ETHICS FOR SENIOR EXECUTIVES
Applicable
Law:
Overview
The
popularity and integrity of the Trust and Funds are beneficial property which can be very important to the Funds’ success. The Trust’s senior
officers are liable for conducting the Funds’ enterprise in a fashion that demonstrates a dedication to the very best requirements
of integrity. The Funds’ senior officers embrace the principal government officer, the principal monetary officer, and any individual
who performs an analogous perform.
The
Sarbanes-Oxley Act of 2002 (the “SOX Act”) imposed company disclosure and monetary reporting reform with respect to public
corporations, together with funding corporations, to handle company malfeasance and guarantee traders that the businesses by which they make investments
are precisely and utterly disclosing monetary info. Under the Act, all public corporations should both have a code of ethics
for his or her senior officers or disclose why they don’t. The SOX Act was supposed to foster company environments that encourage workers
to query and report unethical and probably unlawful enterprise practices. The Trust has chosen to undertake this Code of Ethics for Senior
Executives (the “Senior Executive Code”) to encourage its senior officers to behave in a fashion according to the very best
rules of moral conduct.
Purposes
of the Code
The
functions of this Code are:
● | To promote trustworthy and moral conduct by the Trust’s senior officers, together with the moral dealing with of precise or obvious conflicts of curiosity between private {and professional} relationships; |
● | To promote full, truthful, correct, well timed, and comprehensible disclosure in reviews and paperwork that the Funds file with the SEC and in different public communications made by the Funds; |
● | To promote compliance with relevant legal guidelines, guidelines and laws; |
● | To encourage the immediate inside reporting to an applicable individual of violations of this Senior Executive Code; and |
● | To set up accountability for adherence to this Senior Executive Code. |
Questions
Regarding This Code
The
Trust CCO is designated to supervise the Trust’s Code of Ethics adopted pursuant to Rule 17j-1 and shall additionally function the compliance
officer for the implementation and administration of this Senior Executive Code. Senior officers ought to direct their questions on
this Code to the Trust CCO.
Conduct
Guidelines
The
Trust has adopted the next tips below which senior officers should carry out their official duties and conduct the enterprise affairs
of the Funds.
1.
Ethical and trustworthy conduct is of paramount significance. The Trust’s senior officers should act with honesty and integrity and
keep away from violations of this Senior Executive Code, together with the avoidance of precise or obvious conflicts of curiosity with the Funds in
private {and professional} relationships.
2.
Senior officers should disclose materials transactions or relationships. The Trust’s senior officers should open up to the Trust
CCO any precise or obvious conflicts of curiosity the senior officers could have with the Fund(s) that moderately may very well be anticipated to provide
rise to any violations of this Senior Executive Code. Such conflicts of curiosity could come up because of materials transactions or enterprise
or private relationships to which a senior officer could also be a celebration. If it’s not doable to reveal the matter to the Trust CCO, it
must be disclosed to the Trust’s basic counsel or one other designated individual. In addition to disclosing any precise or obvious
conflicts of curiosity by which a senior officer is personally concerned, the Trust’s senior officers have an obligation to report
some other precise or obvious conflicts that they uncover or of which they in any other case turn into conscious. If a senior officer is uncertain whether or not
a selected reality sample offers rise to a battle of curiosity, or whether or not a selected transaction or relationship is “materials,”
the senior officer ought to convey the matter to the eye of the Trust CCO.
3.
Standards for high quality of data shared with service suppliers. The Trust’s senior officers should always search to
present info to the Trust’s service suppliers (adviser, administrator, impartial accountants, outdoors counsel, custodian,
and so forth.) that’s correct, full, goal, related, well timed, and comprehensible.
4.
Standards for high quality of data included in periodic reviews. The Trust’s senior officers should always endeavor
to make sure full, truthful, well timed, correct, and comprehensible disclosure within the Funds’ periodic reviews.
5.
Compliance with legal guidelines. The Fund’s senior officers should adjust to the federal securities legal guidelines and different legal guidelines and guidelines relevant
to the Funds, such because the Internal Revenue Code.
6.
Standard of care. The Trust’s senior officers should always act in good religion and with due care, competence, and diligence,
with out misrepresenting materials info or permitting their impartial judgment to be subordinated. The Trust’s senior officers should
conduct the affairs of the Funds in a accountable method according to this Senior Executive Code.
7.
Confidentiality of data. The Trust’s senior officers should respect and shield the confidentiality of data
acquired in the middle of their skilled duties, besides when licensed by the Trust to reveal it or the place disclosure is in any other case
legally mandated. The Trust’s senior officers could not use confidential info acquired in the middle of their work for private
benefit.
8.
Sharing of data and academic requirements. The Trust’s senior officers ought to share info with related events
to maintain them knowledgeable of the enterprise affairs of the Funds, as applicable, and keep expertise essential and related to the Funds’
wants.
9.
Promote moral conduct. The Trust’s senior officers ought to always proactively promote moral habits amongst friends
of their work setting.
10.
Standards for recordkeeping. The Trust’s senior officers should always endeavor to make sure that the Funds’ monetary
books and information are completely and precisely maintained to the very best of their information in a fashion according to relevant legal guidelines
and this Senior Executive Code.
Waivers
of this Senior Executive Code
A
senior officer could request a waiver of a provision of this Senior Executive Code by submitting his or her request in writing to the Trust
CCO for applicable evaluation and consideration. For instance, if a senior officer’s member of the family works for a service supplier that
helps put together the Funds’ monetary statements, the senior officer could have a possible battle of curiosity in reviewing these
statements and may search a waiver of this Senior Executive Code in an effort to evaluation the work. The Trust CCO could seek the advice of, as crucial,
with one other applicable get together (akin to an government officer of the Trust, the Board, or a chosen Board or Audit Committee member)
in deciding whether or not to grant a waiver. All waivers of this Senior Executive Code should be disclosed to the Funds’ shareholders to
the extent required by SEC guidelines.
Affirmation
of the Senior Executive Code
Upon
adoption of the Senior Executive Code, the Trust’s senior officers should affirm in writing that they’ve obtained, learn, and perceive
the Senior Executive Code, and yearly thereafter should affirm that they’ve complied with the necessities of the Senior Executive
Code. To the extent crucial, the Trust CCO will present steerage on the conduct required by this Senior Executive Code and the style
by which violations or suspected violations should be reported and waivers should be requested.
Reporting
Violations
In
the occasion {that a} senior officer discovers or in good religion suspects a violation of this Senior Executive Code, the senior officer should
instantly report the violation or suspected violation to the Trust CCO. The Trust CCO could, in his or her discretion, seek the advice of with one other
member of the Trust’s senior administration or the Board in figuring out tackle the suspected violation. For instance, a Senior
Executive Code violation could happen when a periodic report or monetary assertion omits a cloth reality, or is technically correct, however,
within the view of the senior officer, is written in a method that obscures its which means. Senior officers who report violations or suspected
violations in good religion is not going to be topic to retaliation of any type. Reported violations can be investigated and addressed promptly
and can be handled as confidential to the extent doable.
Violations
of the Senior Executive Code
Dishonest
or unethical conduct or conduct that’s unlawful will represent a violation of this Senior Executive Code, no matter whether or not this
Senior Executive Code particularly refers to such conduct. A violation of this Senior Executive Code could end in disciplinary motion
as much as and together with removing as a senior officer of the Trust. Quite a lot of legal guidelines apply to the Trust and its operations, together with the
1933 Act, the 1934 Act, the ICA, state legal guidelines referring to duties owed by Trust officers, and prison legal guidelines. The Trust will report any suspected
prison violations to the suitable authorities, and can examine, tackle and report, as applicable, non-criminal violations.
Duties
of the Trust CCO
● | As compliance officer for the Senior Executive Code, the Trust CCO will implement insurance policies and procedures as essential to implement this Code. |
● | The Trust CCO will advise all senior executives of their standing, current this Senior Executive Code to the senior executives, and obtain and keep in accordance with the recordkeeping protocols of the Manual, all affirmations of senior executives. |
● | The Trust CCO will obtain and reply to any questions regarding the utility of this Senior Executive Code, and maintain informational conferences with senior executives, as crucial, to talk the requirements and necessities of this Code. |
● | The Trust CCO will obtain, consider and tackle all precise or suspected violations of this Senior Executive Code. |
● | The Trust CCO will report back to the Board, as crucial, any violations of the Senior Executive Code, and all remedial actions taken or really useful for the Board to take. |
● | The Trust CCO will evaluation the Senior Executive Code periodically, however not lower than yearly, to find out the adequacy and effectiveness of this Code. |
EX-99.CERT
CERTIFICATIONS
I,
Wesley Gray, certify that:
1. | I have reviewed this report on Form N-CSR of EA Series Trust; |
2. | Based on my information, this report doesn’t include any unfaithful assertion of a cloth reality or omit to state a cloth reality essential to make the statements made, in gentle of the circumstances below which such statements had been made, not deceptive with respect to the interval coated by this report; |
3. | Based on my information, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations, modifications in web property, and money flows (if the monetary statements are required to incorporate a press release of money flows) of the registrant as of, and for, the durations introduced on this report; |
4. | The registrant’s different certifying officer(s) and I are liable for establishing and sustaining disclosure controls and procedures (as outlined in Rule 30a-3(c) below the Investment Company Act of 1940) and inside management over monetary reporting (as outlined in Rule 30a-3(d) below the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or precipitated such disclosure controls and procedures to be designed below our supervision, to make sure that materials info referring to the registrant, together with its consolidated subsidiaries, is made identified to us by others inside these entities, significantly through the interval by which this report is being ready; |
(b) | Designed such inside management over monetary reporting, or precipitated such inside management over monetary reporting to be designed below our supervision, to supply cheap assurance concerning the reliability of monetary reporting and the preparation of monetary statements for exterior functions in accordance with typically accepted accounting rules; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and introduced on this report our conclusions concerning the effectiveness of the disclosure controls and procedures, as of a date inside 90 days previous to the submitting date of this report based mostly on such analysis; and |
(d) | Disclosed on this report any change within the registrant’s inside management over monetary reporting that occurred through the second fiscal quarter of the interval coated by this report that has materially affected, or is fairly more likely to materially have an effect on, the registrant’s inside management over monetary reporting; and |
5. | The registrant’s different certifying officer(s) and I’ve disclosed to the registrant’s auditors and the audit committee of the registrant’s board of administrators (or individuals performing the equal capabilities): |
(a) | All important deficiencies and materials weaknesses within the design or operation of inside management over monetary reporting that are moderately more likely to adversely have an effect on the registrant’s capability to report, course of, summarize, and report monetary info; and |
(b) | Any fraud, whether or not or not materials, that entails administration or different workers who’ve a big position within the registrant’s inside management over monetary reporting. |
Date: August 2, 2022 |
|
Wesley Gray | |
President, Principal Executive Officer | |
EA Series Trust |
CERTIFICATIONS
I,
John R. Vogel, certify that:
1. | I have reviewed this report on Form N-CSR of EA Series Trust; |
2. | Based on my information, this report doesn’t include any unfaithful assertion of a cloth reality or omit to state a cloth reality essential to make the statements made, in gentle of the circumstances below which such statements had been made, not deceptive with respect to the interval coated by this report; |
3. | Based on my information, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations, modifications in web property, and money flows (if the monetary statements are required to incorporate a press release of money flows) of the registrant as of, and for, the durations introduced on this report; |
4. | The registrant’s different certifying officer(s) and I are liable for establishing and sustaining disclosure controls and procedures (as outlined in Rule 30a-3(c) below the Investment Company Act of 1940) and inside management over monetary reporting (as outlined in Rule 30a-3(d) below the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or precipitated such disclosure controls and procedures to be designed below our supervision, to make sure that materials info referring to the registrant, together with its consolidated subsidiaries, is made identified to us by others inside these entities, significantly through the interval by which this report is being ready; |
(b) | Designed such inside management over monetary reporting, or precipitated such inside management over monetary reporting to be designed below our supervision, to supply cheap assurance concerning the reliability of monetary reporting and the preparation of monetary statements for exterior functions in accordance with typically accepted accounting rules; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and introduced on this report our conclusions concerning the effectiveness of the disclosure controls and procedures, as of a date inside 90 days previous to the submitting date of this report based mostly on such analysis; and |
(d) | Disclosed on this report any change within the registrant’s inside management over monetary reporting that occurred through the second fiscal quarter of the interval coated by this report that has materially affected, or is fairly more likely to materially have an effect on, the registrant’s inside management over monetary reporting; and |
5. | The registrant’s different certifying officer(s) and I’ve disclosed to the registrant’s auditors and the audit committee of the registrant’s board of administrators (or individuals performing the equal capabilities): |
(a) | All important deficiencies and materials weaknesses within the design or operation of inside management over monetary reporting that are moderately more likely to adversely have an effect on the registrant’s capability to report, course of, summarize, and report monetary info; and |
(b) | Any fraud, whether or not or not materials, that entails administration or different workers who’ve a big position within the registrant’s inside management over monetary reporting. |
Date: August 2, 2022 |
/s/ |
John R. Vogel | |
Principal Financial Officer and Treasurer | |
EA Series Trust |
EX-99.906
CERT
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act
Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, every of the undersigned officers of the EA Series Trust, does hereby certify, to such
officer’s information, that the report on Form N-CSR of the EA Series Trust for the interval ended May 31, 2022 totally complies with
the necessities of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as relevant, and that the knowledge contained
within the Form N-CSR pretty presents, in all materials respects, the monetary situation and outcomes of operations of the EA Series Trust
for the said interval.
/s/ |
/s/ |
|
Wesley Gray | John R. Vogel | |
President, Principal Executive Officer | Principal Financial Officer and Treasurer | |
EA Series Trust | EA Series Trust | |
Date: |
Date: |
This
assertion accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as
filed by the EA Series Trust for functions of Section 18 of the Securities Exchange Act of 1934.
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