Correspondence 0001592900-25-001160 from EA Series Trust (CIK 0001592900)
EA Series Trust (CIK 0001592900)
Date: May 29, 2025 · CIK: 0001592900 · Accession: 0001592900-25-001160
AI Filing Summary & Sentiment
File numbers found in text: 333-195493, 811-22961
Referenced dates: September 24, 2024
Letter
Division of Investment Management Post-Effective Amendment No. 452 to the Registration Statement on Form N-1A (the “Amendment”) File Nos.: 333-195493 and 811-22961 Concourse Capital Focused Equity ETF
RE: EA Series Trust (the “Trust” or the “Registrant”)
Dear Mr. Be:
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 Concourse Capital Focused Equity ETF, a 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.
The Registrant notes that the Amendment references Concourse Capital Management LLC as the sub-adviser to the Fund. The Registrant intends to update any applicable disclosure in the Amendment prior to filing a 485(b) to reflect that Concourse Capital Advisors, LLC, an affiliate of Concourse Capital Management LLC, will serve as sub-adviser to the Fund upon its commencement of operations. The Sub-Adviser’s responsibilities and the portfolio manager, as provided in the Amendment, will remain the same.
Comment 1:Please file your responses on EDGAR 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.
Response: The Registrant has provided the completed fee table and expense example as part of this response – see Exhibit A.
Comment 3:Under the Fund’s Principal Investment Strategy section, in the second to last paragraph, which states, “[a] a result of this process, the Fund’s top ten holdings can exceed more than 50% of the Fund’s net assets and the largest holdings may exceed 10% of the portfolio.” Please disclose the extent to which there are caps on individual holdings.
Response: The Registrant revised the disclosure in question as follows (revised disclosure included in italics for ease of review):
“[a] a result of this process, the Fund’s top ten holdings can exceed more than 50% of the Fund’s net assets and the largest holdings may exceed 10% but not more than 25% of the portfolio.”
Comment 4:Under the Principal Investment Risks section, with respect to in-kind contribution risk:
1.The Amendment describes that the Fund expects to acquire a material amount of assets through Section 351 transactions. Please supplementally describe these arrangements including if there are contractual obligations, arrangements or assertions that are made to investors that will contribute in-kind assets. Describe the timing in which the assets will move to the Fund’s custodian. Additionally, please disclose an expected or estimated range of initial assets to be contributed in-kind by initial investors.
2.If there is a commitment to purchase such assets, or a known obligation or agreement, please update the disclosure to include a description of such assets, including a schedule of such investments.
11300 Tomahawk Creek Pkwy, Suite 310 ● Leawood, KS 66211
Practus, LLP ● Practus.com
3.Please supplementally describe if the assets contributed in-kind through a Section 351 transaction will occur prior to the effectiveness of the Amendment. If so, please describe the exemption from registration relied upon for the transaction.
4.On page 9, under the section Buying and Selling Fund Shares, the disclosure describes transactions with authorized participants. Please update the description to describe the transactions applicable to in-kind contribution participants.
Response: Consistent with policies and procedures adopted by the Trust, the Fund anticipates receiving at inception an in-kind contribution of securities from one or more transferors in exchange for shares of the Fund. The transferors are expected to enter into an agreement with the Trust, on behalf of the Fund, which sets forth the responsibilities of the parties and the process that must be followed in order for the transaction to qualify as a tax-free contribution pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (“Section 351”). Any such securities will be contributed as a seed contribution following the effectiveness of the Fund’s Amendment and upon the launch of the Fund.
The contributions of securities pursuant to Section 351 are generally not subject to the recognition of gain or loss by the transferor. The Fund will take a carryover tax basis and holding period in the securities transferred, and each transferor will have a carryover tax basis and holding period in the shares of the Fund received in the transfer corresponding to the tax basis and holding period of the securities transferred. The Registrant has analyzed relevant securities law provisions and held comprehensive discussions with tax professionals. Based on the results of these analyses and discussions, the Registrant has concluded that its approach to the structuring of the in-kind contributions to qualify as tax-free pursuant to Section 351 is reasonable. The Sub-Adviser determines the securities transferred are appropriate for the Fund’s investment strategy in accordance with the disclosures regarding the Fund’s principal investment strategies in the Amendment.
Given that the Fund expects to receive contributions from multiple transferors and does not have an obligation to purchase any particular securities from such transferors, the Fund does not anticipate including a schedule of assets contributed in-kind to the Fund and therefore respectfully declines to include any such schedule in the Amendment. The Registrant notes that the Fund is a transparent ETF whereby its holdings are required to be disclosed on the Fund’s website on a daily basis so this information will be available to shareholders.
The Fund only accepts in-kind securities from individual contribution participants at the commencement of the Fund’s operations. Therefore, the Registrant respectfully declines to amend the disclosure under Buying and Selling Fund Shares as the Fund will not accept any additional in-kind contributions other than through the authorized participant process.
Comment 5: On page 9, with respect to the Manager of Managers structure, based on the Fund’s name not including the adviser’s name, it appears that the Fund is not currently relying on the Order. Consistent with the Order, please clarify that the Fund will obtain shareholder approval prior to relying on the Order.
Response: The Registrant notes that the Fund is in the process of its initial registration and as such, is not relying upon the Order. The Registrant hereby refers to its response to Comment 1 provided in correspondence to the Staff dated September 24, 2024 (SEC Accession No. 0001592900-24-001797).
* * *
If you have any questions regarding the above responses, please do not hesitate to contact me at (949) 629-3928 or Karen.Aspinall@Practus.com.
Sincerely,
/s/ Karen Aspinall
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CORRESP 1 filename1.htm Document May 29, 2025 Mr. Ray Be Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 RE: EA Series Trust (the “Trust” or the “Registrant”) Post-Effective Amendment No. 452 to the Registration Statement on Form N-1A (the “Amendment”) File Nos.: 333-195493 and 811-22961 Concourse Capital Focused Equity ETF Dear Mr. Be: 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 Concourse Capital Focused Equity ETF, a 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. The Registrant notes that the Amendment references Concourse Capital Management LLC as the sub-adviser to the Fund. The Registrant intends to update any applicable disclosure in the Amendment prior to filing a 485(b) to reflect that Concourse Capital Advisors, LLC, an affiliate of Concourse Capital Management LLC, will serve as sub-adviser to the Fund upon its commencement of operations. The Sub-Adviser’s responsibilities and the portfolio manager, as provided in the Amendment, will remain the same. Comment 1:Please file your responses on EDGAR 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. Response: The Registrant has provided the completed fee table and expense example as part of this response – see Exhibit A. Comment 3:Under the Fund’s Principal Investment Strategy section, in the second to last paragraph, which states, “[a] a result of this process, the Fund’s top ten holdings can exceed more than 50% of the Fund’s net assets and the largest holdings may exceed 10% of the portfolio.” Please disclose the extent to which there are caps on individual holdings. Response: The Registrant revised the disclosure in question as follows (revised disclosure included in italics for ease of review): “[a] a result of this process, the Fund’s top ten holdings can exceed more than 50% of the Fund’s net assets and the largest holdings may exceed 10% but not more than 25% of the portfolio.” Comment 4:Under the Principal Investment Risks section, with respect to in-kind contribution risk: 1.The Amendment describes that the Fund expects to acquire a material amount of assets through Section 351 transactions. Please supplementally describe these arrangements including if there are contractual obligations, arrangements or assertions that are made to investors that will contribute in-kind assets. Describe the timing in which the assets will move to the Fund’s custodian. Additionally, please disclose an expected or estimated range of initial assets to be contributed in-kind by initial investors. 2.If there is a commitment to purchase such assets, or a known obligation or agreement, please update the disclosure to include a description of such assets, including a schedule of such investments. 11300 Tomahawk Creek Pkwy, Suite 310 ● Leawood, KS 66211 Practus, LLP ● Practus.com 3.Please supplementally describe if the assets contributed in-kind through a Section 351 transaction will occur prior to the effectiveness of the Amendment. If so, please describe the exemption from registration relied upon for the transaction. 4.On page 9, under the section Buying and Selling Fund Shares, the disclosure describes transactions with authorized participants. Please update the description to describe the transactions applicable to in-kind contribution participants. Response: Consistent with policies and procedures adopted by the Trust, the Fund anticipates receiving at inception an in-kind contribution of securities from one or more transferors in exchange for shares of the Fund. The transferors are expected to enter into an agreement with the Trust, on behalf of the Fund, which sets forth the responsibilities of the parties and the process that must be followed in order for the transaction to qualify as a tax-free contribution pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (“Section 351”). Any such securities will be contributed as a seed contribution following the effectiveness of the Fund’s Amendment and upon the launch of the Fund. The contributions of securities pursuant to Section 351 are generally not subject to the recognition of gain or loss by the transferor. The Fund will take a carryover tax basis and holding period in the securities transferred, and each transferor will have a carryover tax basis and holding period in the shares of the Fund received in the transfer corresponding to the tax basis and holding period of the securities transferred. The Registrant has analyzed relevant securities law provisions and held comprehensive discussions with tax professionals. Based on the results of these analyses and discussions, the Registrant has concluded that its approach to the structuring of the in-kind contributions to qualify as tax-free pursuant to Section 351 is reasonable. The Sub-Adviser determines the securities transferred are appropriate for the Fund’s investment strategy in accordance with the disclosures regarding the Fund’s principal investment strategies in the Amendment. Given that the Fund expects to receive contributions from multiple transferors and does not have an obligation to purchase any particular securities from such transferors, the Fund does not anticipate including a schedule of assets contributed in-kind to the Fund and therefore respectfully declines to include any such schedule in the Amendment. The Registrant notes that the Fund is a transparent ETF whereby its holdings are required to be disclosed on the Fund’s website on a daily basis so this information will be available to shareholders. The Fund only accepts in-kind securities from individual contribution participants at the commencement of the Fund’s operations. Therefore, the Registrant respectfully declines to amend the disclosure under Buying and Selling Fund Shares as the Fund will not accept any additional in-kind contributions other than through the authorized participant process. Comment 5: On page 9, with respect to the Manager of Managers structure, based on the Fund’s name not including the adviser’s name, it appears that the Fund is not currently relying on the Order. Consistent with the Order, please clarify that the Fund will obtain shareholder approval prior to relying on the Order. Response: The Registrant notes that the Fund is in the process of its initial registration and as such, is not relying upon the Order. The Registrant hereby refers to its response to Comment 1 provided in correspondence to the Staff dated September 24, 2024 (SEC Accession No. 0001592900-24-001797). * * * If you have any questions regarding the above responses, please do not hesitate to contact me at (949) 629-3928 or Karen.Aspinall@Practus.com. Sincerely, /s/ Karen Aspinall Karen Aspinall Partner 2 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 0.95 % Distribution and/or Service (12b-1) Fees None Other Expenses1 0.00 % Total Annual Fund Operating Expenses 0.95 % 1 Other Expenses are estimated for the current fiscal year. 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: $97 $303 3