SecProbe.io

CORRESP
1
filename1.htm

December 16, 2022

Alison White

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    EA Series Trust (the “Trust”)

Post-Effective Amendment No. 128 to the Registration Statement
on Form N-1A (the “Amendment”)

File Nos.: 333-195493 and 811-22961

Dear Ms. White:

This correspondence is being filed to update certain
information in the Amendment as it relates to Strive Emerging Markets ex-China ETF (the “Fund”), a proposed new series
of the Trust. As previously disclosed to you, the Registrant is looking to change the index in which the Fund seeks to track as part of
its principal investment strategy from the Solactive GBS Emerging Markets ex China Large and Mid Cap Index to the Bloomberg Emerging Markets
ex China Large & Mid Cap Index. The Registrant does not believe the change in the tracking index has materially changed the Fund’s
investment strategy and its principal risks. To assist in your review of the proposed changes, the Registrant has attached as Schedule
A a marked copy of the pages from the prospectus that have been updated for new index. In addition, the marked pages also address the
original comments received from the staff of the Securities and Exchange Commission on July 18, 2022, with respect to the Amendment.

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

Counsel

SCHEDULE A

PRINCIPAL INVESTMENT STRATEGIES

The Fund’s Investment Strategy

The Fund seeks to track the investment results
of the Solactive GBSBloomberg Emerging Markets ex China Large and& Mid Cap Index (the
“Index”), which tracks large and mid-capcapitalization equity securities across 2324
emerging market economies, excluding China. Components of the Index (each an “Index Component” and collectively the “Index
Components”) are selected and weighted according to free-float market capitalization.

As of [  ],September
30, 2022, the Index consisted of [ ]731 securities with a market capitalization range of between approximately
[$__]$397.5 million and [$___]$2.1 trillion, and an average market capitalization of approximately
[$ ]$14.9 billion. The Index contained issuers in the following emerging market countries on that date: Brazil,
Chile, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland,
Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey, and United Arab Emirates (each an “Emerging Market”
and collectively, the “Emerging Markets”). The components of the Index and the Emerging Markets themselves may change over
time.

Securities are first screened for inclusion in
the “Index Universe.” The Index Universe is exclusively comprised of equity securities from, which includes
common stock and real estate investment trusts (REITs) from issuers in Emerging Markets.

To determine the Index Components, all equity
securities in the Index Universe are sorted by Emerging Market country. Thereafter, Index Components are individually selected for inclusion
based on such factors as free float market capitalization and, trading volume thresholds.,
and market price cap levels. Equity securities passing boththese thresholds are included as Index Components
within each Emerging Market.

Thereafter, the Index Components are aggregated
together and ranked by total market capitalization. Each Index Component is subsequently assigned a weight based on its free float market
capitalization. The weight represents the percentage amount of the Index Component as a percentage of the total Index. Starting with the
largest free float market capitalization, the Index is fully comprised once approximately 85% of the accumulated free float market-capitalization
of the Index Universe is selected.

The Fund’s exposure to any asset class,
country or geographic region will vary from time to time as the weightings of the securities within the Index change, and the Fund may
not be invested in each country or geographic region at all times. Solactive AG (“SolactiveBloomberg Index Services
Limited (“BISL” or the “Index Provider”) will generally deem an issuer to be located in an emerging market
country if it is organized under the laws of the emerging market country and it is primarily listed in the emerging market country; in
the event that these factors point to more than one country, the Index methodology provides for consideration of certain additional factors.
The Index is calculated as a net total return index in U.S. dollars.

The Index is normally reconstituted on a semi-annual
basis in MayMarch and November.September and rebalanced on a quarterly basis. New securities
from initial public offerings are also added on a generally must have traded for at least three months before the
semi-annual basisreconstitution date to be considered for inclusion in February and August,the
Index. Securities subject to fulfillment of certain eligibility criteriaUnited States, United Nations, United
Kingdom or European Union sanctions may not be eligible for inclusion in the Index. Index Components impacted by such sanctions will be
dropped from the Index as soon as practically possible.

Strive Asset Management, LLC (the “Sub-Adviser”)
uses a “passive” or indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies,
the Fund does not try to “beat” the index it tracks and does not seek temporary defensive positions when markets decline or
appear overvalued.

    - 1 -

Indexing may eliminate the chance that the Fund
will substantially outperform the Index but also may reduce some of the risks of active management, such as poor security selection. Indexing
seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed
investment companies.

Under normal circumstances, at least 80% of the
Fund’s total assets (exclusive of collateral held from securities lending) will be invested in the component securities of the Index,
which may include depositary receipts (including American Depository Receipts (“ADRs”) or Global Depository Receipts (“GDRs”)
representing securities included in the Index. The Sub-Adviser expects that, over time, the correlation between the Fund’s performance
and that of the Index, before fees and expenses, will be 95% or better.

The Fund will generally use a “replication”
strategy to seek to achieve its investment objective, meaning the Fund will invest in all of the component securities of the Index in
the same approximate proportions as in the Index, but may, when the Sub-Adviser believes it is in the best interests of the Fund, use
a “representative sampling” strategy, meaning the Fund may invest in a sample of the securities in the Index whose risk, return
and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole. The Fund wil be reconstituted
and rebalanced on the same schedule as the Index.

The Fund will concentrate its investments (i.e.,
hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Index
is concentrated. As of September 30, 2022, the Index had 29.1% of its portfolio invested in companies with the financials sector.

Principal
Risks

An investment in the Fund involves risk, including
those described below. There is no assurance that the Fund will achieve its investment objective. An investor may lose money by
investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government
agency. More complete risk descriptions are set forth below under the heading “Additional Information About the Fund’s
Risks”.

Emerging Markets Risk. Investments in securities
and instruments traded in developing or emerging markets, or that provide exposure to those securities or markets, can involve additional
risks relating to political, economic, or regulatory conditions not associated with investments in U.S. securities and instruments. For
example, developing and emerging markets may be subject to (i) greater market volatility, (ii) lower trading volume and liquidity, (iii)
greater social, political and economic uncertainty, (iv) governmental controls on foreign investments and limitations on repatriation
of invested capital, (v) lower disclosure, corporate governance, auditing and financial reporting standards, (vi) fewer protections of
property rights, (vii) restrictions on the transfer of securities or currency, and (viii) settlement and trading practices that differ
from those in U.S. markets. Each of these factors may impact the ability of the Fund to buy, sell or otherwise transfer securities, adversely
affect the trading market and price for Shares and cause the Fund to decline in value.

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

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

    - 2 -

Investment Risk. When you sell your Shares
of the Fund, they could be worth less than what you paid for them. The Fund could lose money due to short-term market movements and over
longer periods during market downturns. Securities may decline in value due to factors affecting securities markets generally or particular
asset classes or industries represented in the markets. The value of a security may decline due to general market conditions, economic
trends or events that are not specifically related to the issuer of the security or to factors that affect a particular industry or group
of industries. During a general downturn in the securities markets, multiple asset classes may be negatively affected. Therefore, you
may lose money by investing in the Fund.

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

Mid- and Large-Cap Company Risk. Investing
in

Large-Capitalization Companies Risk. Large-capitalization
companies may trail the returns of the overall stock market. Large-capitalization stocks tend to go through cycles of doing better –
or worse – than the stock market in general. These periods have, in the past, lasted for as long as several years. When large capitalization
companies are out of favor, these securities may lose value or may not appreciate in line with the overall market.

Mid-Capitalization Companies Risk.
The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments
than securities of largelarger-capitalization companies. The securities of mid-capitalization companies generally
trade in lower volumes and are subject to greater and more unpredictable price changes than largelarger capitalization
stocks or the stock market as a whole. Investing in securities of large- Some mid-capitalization companies involves
greater risk than customarily is associated with investing in larger, more established companies. These companies’ securities may
be more volatilehave limited product lines, markets, and less liquid than those of more establishedfinancial
and managerial resources and tend to concentrate on fewer geographical markets relative to larger capitalization companies.

Financials Sector Risk. Performance
of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations,
economic conditions, and interest rates, credit rating downgrades, and decreased liquidity in credit markets. The extent to which the
Fund may invest in a company that engages in securities-related activities or banking is limited by applicable law. The impact of changes
in capital requirements and recent or future regulation of any individual financial company, or of the financials sector as a whole, cannot
be predicted. In recent years, cyberattacks and technology malfunctions and failures have become increasingly frequent in this sector
and have caused significant losses to companies in this sector, which may negatively impact the Fund.

Real Estate Investment Trusts (REITs) Risk. A
REIT is a company that owns or finances income-producing real estate. Through its investments in REITs, the Fund is subject to the risks
of investing in the real estate market, including decreases in property revenues, increases in interest rates, increases in property taxes
and operating expenses, legal and regulatory changes, a lack of credit or capital, defaults by borrowers or tenants, environmental problems
and natural disasters. Investments in REITs may be volatile. REITs are pooled investment vehicles with their own fees and expenses and
the Fund will indirectly bear a proportionate share of those fees and expenses.

    - 3 -

Concentration Risk. In following its methodology,
the Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or group
of industries. To the extent that the Index concentrates in the securities of issuers in a particular industry or group of industries,
the Fund also may concentrate its investments to approximately the same extent. By concentrating its investments in an industry or group
of industries, the Fund may face more risks than if it were diversified broadly over numerous industries or groups of industries. If the
Index is not concentrated in a particular industry or group of industries, the Fund will not concentrate in a particular industry or group
of industries.

Passive Investment Risk. The Fund is not
actively managed and the Sub-Adviser will not sell any investments due to current or projected underperformance of the securities, industries
or sector in which it invests, unless the investment is removed from the Index, sold in connection with a rebalancing of the Index as
addressed in the Index methodology, or sold to comply with the Fund’s investment limitations (for example, to maintain the