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Document

January 7, 2025

Mr. David Matthews

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: EA Series Trust (the “Trust”)

Post-Effective Amendment No. 394 to the Registration Statement on Form N-1A (the “Amendment”)

File Nos.: 333-195493 and 811-22961

Sarmaya Thematic ETF

Dear Mr. Matthews:

This correspondence responds to comments to the Trust received by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of the “Commission”) with respect to the Amendment relating to the Sarmaya Thematic ETF, a proposed new series of the Trust (the “Fund”). For your convenience, the comments have been reproduced with responses following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment.

Comment 1:Please file your responses as correspondence at least five business days prior to filing a 485(b) and reflect any disclosure changes in correspondence or send a redline showing all changes to the Staff. Please apply comments to similar disclosures throughout the document.

Response: The Registrant acknowledges this comment.

Comment 2:Please include a completed fee table and expense example in the response letter. Please confirm if there are any fee waivers, reimbursements, or recoupment obligations and if so, please disclose the details in a footnote to the fee table.

Response: The Registrant has provided the completed fee table and expense example as part of this response – see Exhibit A. The Registrant confirms that there will not be any fee waivers, reimbursements, or recoupments related to the Fund.

Comment 3:Confirm the extent to which the Fund may borrow money or engage in short sales during the first year of operations and, if applicable, update the fee table to include expenses associated with such short sales.

Response: The Registrant’s current disclosure in the Principal Investment Strategies section indicates the Fund’s short exposure will be through investments in inverse ETFs. The Registrant further indicates that the Fund does not intend to short securities directly during the first year of operations or borrow money for investment purposes. Based on the above information, the Registrant has not made any changes to its fee table to disclose short selling related expenses.

Comment 4:Please further explain or provide clarifying examples of the following terms, phrases, or concepts used in the description of the Fund’s principal investment strategies to aid an investor’s understanding:

1.Is “market cycle” referred to in the first paragraph of the Principal Investment Strategies section the same as the “market theme” referred to in the third paragraph of that section?;

2.New secular regime;

3.Structural consolidation from a prior theme high;

4.Macro investment theme (provide example of theme and potential sub-themes); and

5.Consider adding a brief explanation for the following terms: price-to-earnings ratio, earnings per share, profit margin, return on equity, relative value to peers, and debt-equity ratio.

11300 Tomahawk Creek Pkwy, Suite 310 ● Leawood, KS  66211

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Response: The Registrant will address each item below in the order presented above.

1.No, “market cycle” is a recurring pattern that occurs in the stock market as stock prices rise and fall over time and it is defined as the period between two major lows for the market. “Market theme” refers to the market sector(s), asset classes or regions that are poised for future growth through a market cycle.

2.New secular regime – refers to a new secular trend driven by fundamental changes in the economy. These changes may involve changes in consumer behavior, demographic changes, or the development of new technology.

3.Structural consolidation from a prior theme high refers to what happens to an industry after a major downturn. Companies may go out of business or merge with competitors to begin the recovery process.

4.Macro investment theme – Examples of such themes include high inflation in the 1970s, which led to a period of outperformance of gold and oil-related investments, a period of outperformance by Japanese-related investments in the 1980s, and a period of significant outperformance in technology/internet-related companies in the 1990s.

5.The Registrant respectfully declines to add a brief explanation of each of the noted terms. The Registrant believes investors and potential investors understand these financial factors.

The Registrant has updated its Principal Investment Strategies discussion to explain further the terms, concepts, or phrases noted in 1-4 above. See Exhibit B.

Comment 5:If practicable, please clarify how many macro investment themes the Fund expects to pursue in its investment selection at any given time and how often it expects its market themes to change, resulting in portfolio turnover.

Response: The Registrant does not believe it is practicable to state the number of macro investment themes it expects to pursue at any given time. The macro investment themes will be selected based on the Sub-Adviser’s view of the macroeconomic and market framework of valuations, future growth prospects, economic growth outlook, monetary and fiscal policy outlook, and inflation or disinflation outlook, which may change over time. The Registrant notes that it currently discloses that a macro theme typically lasts approximately 5 to 10 years, which addresses the frequency of market theme changes portion of the comment.

Comment 6:Please revise the sentence in the third paragraph on page 2 of the Principal Investment Strategies section to more clearly articulate the Fund’s commodity exposure.

Response: The Registrant has revised the noted paragraph to address this comment. Please see Exhibit B.

Comment 7:In the Principal Investment Strategies section, please consistently refer to investments in other registered investment companies that provide exposure to commodities as exchange-traded funds and for investments in non-investment companies (statutory trusts) that provide commodity exposure as exchange-traded products. Distinguish between ETFs and ETPs when describing the investments and the associated risks.

Response: The Registrant has revised the Principal Investment Strategies section to address this comment. In addition, the Registrant has added risk information on exchange-traded notes and debt securities to its Principal Investment Risks section and provided more explanatory information to the ADDITIONAL INFORMATION ABOUT THE FUND’S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES section on its investments in ETPs. Please see Exhibit B.

Comment 8:If applicable, in the Principal Investment Strategies section, please disclose if the Fund’s investments in ETFs and/or ETPs will provide exposure to bitcoin, Ethereum, and other crypto assets. If these investments will provide such exposure, specify which crypto assets may have exposure to, how exposure will be obtained, and the associated risks of such exposure.

Response: The Fund may at times have limited exposure to one or more Bitcoin ETPs. The Registrant does not expect this exposure (if any) to be significant at the Fund’s start of operations and, as a result, the Registrant has elected to rely on its current disclosure related to these investments that is included in the SAI.

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Comment 9:Please consider moving the fourth paragraph from the Additional Information About the Fund’s Investment Objective and Principal Investment Strategies section to the Principal Investment Strategies section.

Response: The Registrant has elected not to move the entire fourth paragraph to the Principal Investment Strategies section. However, the Registrant has added an example taken from the noted paragraph to the Principal Investment Strategies section.

Comment 10:Consider adding “New Sub-Adviser Risk” to the Principal Investment Risks section of the prospectus.

Response: The Registrant has added the following risk to the Principal Investment Risks section of the prospectus.

New Sub-Adviser Risk. The Sub-Adviser has no experience managing ETFs, which may limit the Sub-Adviser’s effectiveness. However, the Fund’s portfolio manager does have prior experience managing ETFs, which may alleviate this risk.

Comment 11:Supplementally confirm that the sub-adviser is properly registered with the SEC as of the Amendment’s effective date.

Response: The Registrant confirms that Sarmaya Partners, LLC (the “Sub-Adviser”) will be registered with the SEC as of the Amendment’s effective date.

Comment 12:In the Fund Management section of the prospectus, please explain how the financial support process works between the Fund Sponsor and the Adviser.

Response: The Registrant is respectfully declining to make any changes to address this comment because it believes the current disclosure in the Fund Management section states how the financial support process works. Currently, the disclosure states that the Fund Sponsor (which is also the Sub-Adviser) is obligated to reimburse the Adviser if the amount of the unitary management fee is less than the Fund’s operating expenses and the Adviser-retained amount.

Comment 13:Please review the conditions of Trust’s manager of managers order and revise the Fund’s name to comply with the order.

Response: The Registrant notes that the Staff provided this comment with respect to Post-Effective Amendment No. 363. Please refer to the Trust’s correspondence dated October 10, 2024 (Accession No. 0001592900-24-002031 and October 15, 2024 (Accession No. 0001592900-24-002037).

Comment 14:As it relates to the Fund’s fundamental investment policy on concentration, please explain how the Fund will treat its investments in ETFs and/or ETPs.

Response: The Registrant has revised the SAI to include the italicized disclosure in its discussion on concentration.

For purposes of applying the limitation set forth in the concentration policy, the Fund, with respect to its equity holdings, may use the FactSet Revere Business Industry Classification System, Standard Industrial Classification (SIC) Codes, North American Industry Classification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry Classification Benchmark (ICB) system or any other reasonable industry classification system (including systems developed by the Adviser and/or the Sub-Adviser) to identify each industry. Securities of the U.S. government (including its agencies and instrumentalities), tax-exempt securities of state or municipal governments and their political subdivisions (and repurchase agreements collateralized by government securities) are not considered to be issued by members of any industry. With respect to the Fund’s investments in unaffiliated investment companies, the Fund will consider its entire investment in any investment company with a policy to concentrate, or having otherwise disclosed that it is concentrated, in a particular industry or group of related industries as being invested in such industry or group of related industries. If the Fund invests in an affiliated investment company, it will consider the underlying holdings of the affiliated investment company for purposes of complying with the Fund’s concentration policy. With respect to the Fund’s investment in non-investment company exchange-traded products that hold commodities, the Fund will treat that commodity as its own industry for purposes of complying with the Fund’s concentration.

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If you have any questions regarding the above responses, please do not hesitate to contact me at (513) 304-5605 or Wade.Bridge@practus.com.

Sincerely,

/s/ Wade Bridge

Wade Bridge

Partner

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EXHIBIT A

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table or example.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee

 0.75  %

Distribution and/or Service (12b-1) Fees

 None

Other Expenses1

 0.00  %

Acquired Fund Fees and Expenses1

 0.15  %

Total Annual Fund Operating Expenses

 0.90  %

1 Other Expenses and Acquired Fund Fees and Expenses are estimated for the current fiscal year. “Acquired Fund Fees and Expenses” (“AFFE”) are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies.

EXAMPLE

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 for the time periods indicated and then hold or sell all of your Shares at the end of those periods. The example also assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 One Year: Three Years:

 $92 $287

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EXHIBIT B

PRINCIPAL INVESTMENT STRATEGIES

The Fund is an actively managed exchange-traded fund (“ETF”) that will invest primarily in domestic and foreign equity securities of companies considered by Sarmaya Partners, LLC, the sub-adviser to the Fund (the “Sub-Adviser”), to reflect an emerging or prevailing market theme. The Sub-Adviser defines “emerging or prevailing market theme” as market sectors, asset classes, or regions that are believed to be poised for future growth through the market cycle (i.e. the period of time between two major lows for a market).

The Sub-Adviser’s investment process is macro-focused, looking to generate value through its active management of the Fund’s portfolio across various emerging or prevailing market themes. The Sub-Adviser believes these market themes typically result from major macroeconomic shifts, new secular regimes (i.e., a new secular trend driven by fundamental changes in the economy), or eras of innovation and are typically born in areas of the market that have been underappreciated or ignored for a prolonged period, likely because of a structural consolidation from a prior theme high (i.e., the period that follows a market theme downtrend where companies begin to show signs of recovery). For example, the emerging and prevailing market theme during the 1990s involved the significant outperformance in technology/internet related companies.

The Sub-Adviser’s investment process begins by using proprietary analysis to identify an emerging or prevailing market theme using the macroeconomic and market framework of valuations, future growth prospects, economic growth outlook, monetary and fiscal policy outlook, and inflation or disinflation outlook. The Sub-Adviser generally expects a market theme to last approximately five to ten years. These themes are developed and driven by the direction and impact of the business cycle (i.e., the increase and decrease of economic activity over time), market, macroeconomic monetary and fiscal policy, and inflation or disinflationary forces. Based on the Sub-Adviser’s assessment of market conditions, the market themes will change over time, resulting in potentially significant shifts in the Fund’s portfolio holdings/allocations.

Once the macro investment theme has been identified, the Sub-Adviser then seeks to determine what, if any, sub-themes exist that have the potential to benefit from the macro theme. Companies identified by the Sub-Adviser as being economically involved in the macro theme and any correlated sub-themes will be evaluated for potential investment.

The Sub-Adviser will apply traditional fundamental analysis to identify companies oper