Merlyn.AI Bull-Rider Bear-Fighter ETF

 

Merlyn.AI SectorSurfer Momentum ETF

 

 

 

Semi-Annual Report

 

March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

MERLYN.AI ETFs

 

TABLE OF CONTENTS

 

    Page
Sector Allocations   1
Schedule of Investments   2 – 3
Statements of Assets and Liabilities   4
Statements of Operations   5
Statements of Changes in Net Assets   6
Financial Highlights   7
Notes to Financial Statements   8 – 16
Expense Example   17
Liquidity Risk Management Program   18
Management of the Fund   19 – 20
Information About Portfolio Holdings   21
Information About Proxy Voting   21
Privacy Policy   21

 

i

 

 

MERLYN.AI ETFs

 

Tabular Presentation of Schedule of Investments

As of March 31, 2023 (Unaudited)

Merlyn.AI Bull-Rider Bear-Fighter ETF

 

Sector1   % Net
Assets
 
Investment Companies     99.7 %
Other²     0.3 %
Total     100.0 %

 

Tabular Presentation of Schedule of Investments

As of March 31, 2023 (Unaudited)

Merlyn.AI SectorSurfer Momentum ETF

 

Sector1   % Net
Assets
 
Investment Companies     100.0 %
Other2     0.0 %
Total     100.0 %

 

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

 

1

 

 

Merlyn.AI Bull-Rider Bear-Fighter ETF
Schedule of Investments
March 31, 2023 (Unaudited)

 

Shares         Value  
INVESTMENT COMPANIES - 99.7%        
111,630     Invesco Fundamental High Yield Corporate Bond ETF   $ 1,954,641  
6,567     Invesco QQQ Trust Series 1     2,107,547  
104,953     iShares MSCI Spain ETF (a)     2,925,040  
14,590     SPDR S&P Semiconductor ETF (a)     3,043,766  
70,188     VanEck Fallen Angel High Yield Bond ETF     1,966,668  
27,049     VanEck Morningstar Wide Moat ETF     1,997,028  
16,067     VanEck Semiconductor ETF (a)     4,228,674  
22,021     Vanguard S&P Small-Cap 600 Value ETF     1,778,416  
      TOTAL INVESTMENT COMPANIES (Cost $19,637,743)     20,001,780  
               
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 32.2%        
6,458,125     First American Government Obligations Fund - Class X, 4.64% (b)     6,458,125  
      TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $6,458,125)     6,458,125  
               
MONEY MARKET FUNDS - 0.3%        
66,679     First American Government Obligations Fund - Class X, 4.64% (b)     66,679  
      TOTAL MONEY MARKET FUNDS (Cost $66,679)     66,679  
               
      TOTAL INVESTMENTS (Cost $26,162,547) - 132.2%     26,526,584  
      Liabilities in Excess of Other Assets - (32.2%)     (6,463,011 )
      TOTAL NET ASSETS - 100.0%   $ 20,063,573  

 

Percentages are stated as a percent of net assets.

 

(a) This security or a portion of this security was out on loan as of March 31, 2023. Total loaned securities had a market value of $6,341,061 as of March 31, 2023.

(b)

Rate shown is the 7-day effective yield.

 

2

 

 

Merlyn.AI SectorSurfer Momentum ETF
Schedule of Investments
March 31, 2023 (Unaudited)

 

Shares         Value  
INVESTMENT COMPANIES - 100.0%        
62,379     iShares Global Tech ETF   $ 3,390,923  
42,230     iShares S&P Mid-Cap 400 Growth ETF (a)     3,019,867  
36,925     iShares U.S. Technology ETF (a)     3,427,009  
136,113     iShares U.S. Telecommunications ETF (a)     3,152,377  
36,976     SPDR NYSE Technology ETF     4,481,672  
33,948     SPDR S&P Software & Services ETF     4,177,980  
      TOTAL INVESTMENT COMPANIES (Cost $20,645,519)     21,649,828  
               
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 25.2%        
5,443,400     First American Government Obligations Fund - Class X, 4.64% (b)     5,443,400  
      TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $5,443,400)     5,443,400  
               
MONEY MARKET FUNDS - 0.0% (c)        
10,218     First American Government Obligations Fund - Class X, 4.64% (b)     10,218  
      TOTAL MONEY MARKET FUNDS (Cost $10,218)     10,218  
               
      TOTAL INVESTMENTS (Cost $26,099,137) - 125.2%     27,103,446  
      Liabilities in Excess of Other Assets - (25.2%)     (5,460,301 )
      TOTAL NET ASSETS - 100.0%   $ 21,643,145  

 

Percentages are stated as a percent of net assets.

 

(a) This security or a portion of this security was out on loan as of March 31, 2023. Total loaned securities had a market value of $5,408,603 as of March 31, 2023.
(b) Rate shown is the 7-day effective yield.
(c) Represents less than 0.05% of net assets.

 

3

 

 

MERLYN.AI ETFs

 

STATEMENT OF ASSETS AND LIABILITIES

March 31, 2023 (Unaudited)

 

    Merlyn.AI
Bull-Rider
Bear-Fighter ETF
    Merlyn.AI
SectorSurfer
Momentum ETF
 
Assets:                
Investments in securities, at value   $ 26,526,584     $ 27,103,446  
Securities lending income receivable (Note 4)     7,490       2,120  
Dividends and interest receivable     3,362       161  
Receivable for investments sold     -       617,193  
Total assets     26,537,436       27,722,920  
Liabilities:                
Due to securities lending agent (Note 4)     6,458,125       5,443,400  
Accrued investment advisory fees     15,738       18,336  
Payable for fund shares redeemed     -       618,039  
Total liabilities     6,473,863       6,079,775  
Net Assets   $ 20,063,573     $ 21,643,145  
                 
Net Assets Consist of:                
Paid-in capital   $ 57,885,316     $ 81,404,093  
Total distributable earnings (accumulated deficit)     (37,821,743 )     (59,760,948 )
Net Assets:   $ 20,063,573     $ 21,643,145  
                 
Calculation of Net Asset Value Per Share:                
Net Assets   $ 20,063,573     $ 21,643,145  
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value)     720,000       1,030,000  
Net Asset Value per Share   $ 27.87     $ 21.01  
                 
Cost of Investments in Securities   $ 26,162,547     $ 26,099,137  

 

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

 

4

 

 

MERLYN.AI ETFs

 

STATEMENT OF OPERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

    Merlyn.AI
Bull-Rider
Bear-Fighter ETF
    Merlyn.AI
SectorSurfer
Momentum ETF
 
Investment Income:                
Dividend income   $ 377,589     $ 808,592  
Securities lending income     12,289       34,756  
Interest income     1,362       3,160  
Total investment income     391,240       846,508  
                 
Expenses:                
Investment advisory fees     110,476       252,610  
Overdraft fees expense     -       58  
Total Expense     110,476       252,668  
Less: Reimbursement of expenses from Advisor (Note 3)     -       (80,854 )
Net expenses     110,476       171,814  
                 
Net Investment Income     280,764       674,694  
                 
Realized and Unrealized Gain on Investments:                
Net realized loss on:                
Investments     (2,558,838 )     (5,637,936 )
      (2,558,838 )     (5,637,936 )
Net change in unrealized appreciation on:                
Investments     2,922,329       5,603,773  
      2,922,329       5,603,773  
Net realized and unrealized gain/(loss) on investments:     363,491       (34,163 )
Net Increase in Net Assets Resulting from Operations   $ 644,255     $ 640,531  

 

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

 

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MERLYN.AI ETFs

 

STATEMENT OF CHANGES IN NET ASSETS

 

    Merlyn.AI Bull-Rider
Bear-Fighter
ETF
    Merlyn.AI
SectorSurfer
Momentum ETF
 
    For the
Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
    For the
Period Ended
March 31,
2023
(Unaudited)
   

Year Ended
September 30,

2022

 
Increase (Decrease) in Net Assets from:                                
Operations:                                
Net investment income   $ 280,764     $ 867,305     $ 674,694     $ 2,474,953  
Net realized loss on investments     (2,558,838 )     (11,915,254 )     (5,637,936 )     (38,166,505 )
Net change in unrealized appreciation on investments     2,922,329       833,008       5,603,773       3,138,671  
Net realized and unrealized gain/(loss) on investments:     644,255       (10,214,941 )     640,531       (32,552,881 )
                                 
Distributions to Shareholders:                                
Net investment income     (936,899 )     (222,346 )     (2,631,059 )     (518,953 )
Total distributions to shareholders     (936,899 )     (222,346 )     (2,631,059 )     (518,953 )
                                 
Capital Share Transactions:                                
Proceeds from shares sold     24,838,033       209,623,578       40,584,726       442,754,247  
Payments for shares redeemed     (39,351,476 )     (242,088,252 )     (79,240,674 )     (512,180,268 )
Net decrease in net assets derived from net change in capital share transactions     (14,513,443 )     (32,464,674 )     (38,655,948 )     (69,426,021 )
Net decrease in Net Assets     (14,806,087 )     (42,901,961 )     (40,646,476 )     (102,497,855 )
Net Assets:                                
Beginning of period     34,869,660       77,771,621       62,289,621       164,787,476  
End of period   $ 20,063,573     $ 34,869,660     $ 21,643,145     $ 62,289,621  
                                 
Changes in Shares Outstanding:                                
Shares outstanding, beginning of period     1,230,000       2,240,000       2,830,000       6,110,000  
Shares sold     880,000       5,910,000       1,900,000       16,180,000  
Shares repurchased     (1,390,000 )     (6,920,000 )     (3,700,000 )     (19,460,000 )
Shares outstanding, end of period     720,000       1,230,000       1,030,000       2,830,000  

 

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

 

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MERLYN.AI ETFs

 

FINANCIAL HIGHLIGHTS

For the Period Ended March 31, 2023 (Unaudited)

 

    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income(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)(6)
  Gross
Expenses
(3)(6)
  Net
Investment
Income(3)
  Portfolio
Turnover
Rate(5)
Merlyn.AI Bull-Rider Bear-Fighter ETF
Six Months Ended March 31, 2023 (Unaudited)   $28.35   0.34   0.40   0.74   (1.22)   (1.22)   $27.87   2.64%   $20,064   0.95%   0.95%   2.41%   370%
Year Ended September 30, 2022   $34.72   0.51   (6.77)   (6.26)   (0.11)   (0.11)   $28.35   (18.10%)   $34,870   0.95%   0.95%   1.49%   619%
Year Ended September 30, 2021   $31.85   0.26   2.83   3.09   (0.22)   (0.22)   $34.72   0.10%   $77,772   0.93%   0.93%   0.77%   398%
October 17, 2019(7) to September 30, 2020   $25.00   0.13   6.83   6.96   (0.11)   (0.11)   $31.85   0.28%   $66,888   0.65%   0.65%   0.48%   192%
                                                     
Merlyn.AI SectorSurfer Momentum ETF
Six Months Ended March 31, 2023 (Unaudited)   $22.01   0.36   0.18   0.54   (1.54)   (1.54)   $21.01   2.57%   $21,643   0.85%   1.25%   3.33%   457%
Year Ended September 30, 2022   $26.97   0.41   (5.28)   (4.87)   (0.09)   (0.09)   $22.01   (18.15%)   $62,290   0.85%   1.25%   1.55%   668%
December 30, 2020(7) to September 30, 2021   $25.00   -(8)   1.97   1.97   -   -   $26.97   0.08%   $164,787   0.85%   1.25%   0.01%   174%

 

(1) Net investment income per share represents net investment income divided by the daily average shares of beneficial interest outstanding throughout the period.
(2) All returns reflect reinvested dividends, if any, but do not reflect the impact of taxes. Total return for a period of less than one year is not annualized.
(3) For periods of less than one year, these ratios are annualized.
(4) Net expenses include effects of any reimbursement or recoupment.
(5) Portfolio turnover is not annualized and is calculated without regard to short-term securities having a maturity of less than one year.
(6) Net and gross expenses do not include expenses of the investment companies in which the Fund invests.
(7) Commencement of operations.
(8) Rounds to less than $0.005.

 

The accompanying Notes to the Financial Statements are an integral part of these Financial Statements.

 

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MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2023 (UNAUDITED)

 

NOTE 1 – ORGANIZATION

 

Each of Merlyn.AI Bull-Rider Bear-Fighter ETF and Merlyn.AI SectorSurfer Momentum ETF (individually a “Fund” or collectively the “Funds”) is a series of the EA Series Trust (the “Trust”), which was organized as a Delaware statutory trust on October 11, 2013. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). Each of the Funds are considered non-diversified under the 1940 Act. Non-diversified funds generally hold securities of fewer issuers than diversified funds and may be more susceptible to the risks associated with these particular issuers, or to a single economic, political or regulatory occurrence affecting these issuers. Each Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946-Financial Services- Investment Companies. The investment objective of each Fund is to seek to track the total return performance, before fees and expenses, of its particular index. The underlying index for each Fund is defined below:

 

Fund   Index
Meryln.AI Bull-Rider Bear-Fighter ETF   Merlyn.AI Bull Rider Bear-Fighter Index
Merlyn.AI SectorSurfer Momentum ETF   Meryln.AI SectorSurfer Momentum Index

 

Meryln.AI Bull-Rider Bear-Fighter ETF commenced operations on October 17, 2019. Merlyn.AI SectorSurfer Momentum ETF commenced operations on December 30, 2020. Each Fund manages to its respective index. A short description of each index is as follows:

 

Each Index is based on proprietary methodologies developed by SumGrowth Strategies, LLC, licensed to Merlyn.AI Corporation, the Funds’ index provider. Each Index uses proprietary market risk indicators (the Bull/Bear Indicator) that seek to determine whether U.S. equity markets appear to in an advancing market (a “Bull” indicator) or appear to have an elevated risk of market decline (a “Bear” indicator). The Bull/Bear Indicator is an algorithm that assesses U.S. equity markets across three key metrics: price-trend, market momentum, and value sentiment.

 

Shares of the Meryln.AI Bull-Rider Bear-Fighter ETF are listed and traded on The Nasdaq Stock Market. Shares of Merlyn.AI SectorSurfer Momentum ETF are listed and traded on Cboe BZX Exchange, Inc. Market prices for the shares may be different from their net asset value (“NAV”). The Merlyn.AI Bull Rider Bear-Fighter and Merlyn.AI SectorSurfer Funds issue and redeem shares on a continuous basis at NAV only in blocks of 10,000 shares, called “Creation Units.”

 

Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day in share amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Shares of the Funds may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

Authorized Participants may be required to pay a transaction fee to compensate the Trust or its custodian for costs incurred in connection with creation and redemption transactions. The standard transaction fee, which is payable to the Trust’s custodian, typically applies to in-kind purchases of the Funds effected through the clearing process on any business day, regardless of the number of Creation Units purchased or redeemed that day (“Standard Transaction Fees”). Variable fees are imposed to compensate the Funds for the transaction costs associated with the cash transactions fees. Certain fund deposits consisting of cash-in-lieu or cash value may be subject to a variable charge (“Variable Transaction Fees”), which is payable to the Funds, of up to 2.00% of the value of the order in addition to the Standard Transaction Fee. Variable Transaction Fees received by each Fund, if any, are displayed in the Capital Share Transactions sections of the Statements of Changes in Net Assets.

 

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MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

Because, among other things, the Funds impose transaction fees on purchases and redemptions of Shares to cover the custodial and other costs incurred by a Fund in effecting trades, the Board determined that it is not necessary to adopt policies and procedures to detect and deter market timing of the Funds’ Shares.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

A. Security Valuation. Equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market® (“NASDAQ”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the most recent quoted bid for exchange-traded or the mean between the most recent quoted bid and ask price for NASDAQ securities will be used. Equity securities that are not traded on a listed exchange are generally valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies which are priced as equity securities.

 

Subject to its oversight, the Trust’s Board of Trustees (the “Board”) has delegated primary responsibility for determining or causing to be determined the value of the Fund’s investments to Empowered Funds, LLC d/b/a EA Advisers (the “Adviser”), pursuant to the Trust’s valuation policy and procedures, which have been adopted by the Trust and approved by the Board. Effective September 8, 2022, and in accordance with Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the “valuation designee” of the Fund. If the Adviser, as valuation designee, determines that reliable market quotations are not readily available for an investment, the investment is valued at fair value as determined in good faith by the Adviser in accordance with the Trust’s fair valuation policy and procedures. The Adviser will provide the Board with periodic reports, no less frequently than quarterly, that discuss the functioning of the valuation process, if applicable, and that identify issues and valuation problems that have arisen, if any. As appropriate, the Adviser and the Board will review any securities valued by the Adviser in accordance with the Trust’s valuation policies during these periodic reports. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of March 31, 2023, the Fund did not hold any securities valued by an investment committee.

 

Securities for which quotations are not readily 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 “fair valuation” process is designed to value the subject security at the price the Trust would reasonably expect to receive upon its current sale. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Board. The use of “fair value” pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of March 31, 2023, the Funds did not hold any “fair valued” securities.

 

As described above, the Funds may use various methods to measure the fair value of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

 

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MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

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

 

The following is a summary of the fair value classification of each Fund’s investments as of March 31, 2023:

 

  DESCRIPTION   LEVEL 1     LEVEL 2     LEVEL 3     TOTAL  
  Merlyn.AI Bull-Rider Bear-Fighter ETF                                
  Assets*                                
  Investment Companies   $ 20,001,780     $ -     $ -     $ 20,001,780  
  Investments Purchased with Proceeds from Securities Lending     6,458,125       -       -       6,458,125  
  Money Market Funds     66,679       -       -       66,679  
  Total Investments in Securities   $ 26,526,584     $ -     $ -     $ 26,526,584  
                                   
  Merlyn.AI SectorSurfer Momentum ETF                                
  Assets*                                
  Investment Companies   $ 21,649,828     $ -     $ -     $ 21,649,828  
  Investments Purchased with Proceeds from Securities Lending     5,443,400       -       -       5,443,400  
  Money Market Funds     10,218       -       -       10,218  
  Total Investments in Securities   $ 27,103,446     $ -     $ -     $ 27,103,446  

 

  * For further detail on each asset class, see the Schedule of Investments

 

During the fiscal period ended March 31, 2023, the Funds did not invest in any Level 3 investments and recognized no transfers to/from Level 3. Transfers between levels are recognized at the end of the reporting period.

 

10

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

B. Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts using the spot rate of exchange at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

 

The Funds do isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. That portion of gains (losses) attributable to the changes in market prices and the portion of gains (losses) attributable to changes in foreign exchange rates are included on the “Statement of Operations” under “Net realized gain (loss) – Foreign currency” and “Change in Net Unrealized Appreciation (Depreciation) – Foreign Currency,” respectively.

 

Each Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal year-end, resulting from changes in exchange rates.

 

C. Federal Income Taxes. Each Fund intends to continue to comply with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, as necessary to qualify as a regulated investment company and distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to a Fund. Therefore, no federal income tax provision is required. As of and during the fiscal period ended March 31, 2023, the Funds did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. As of and during the fiscal period ended March 31, 2023, the Funds did not have liabilities for any unrecognized tax benefits. A Fund would/will recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations. During the fiscal period ended March 31, 2023, the Funds did not incur any interest or penalties. Each Fund is subject to examination by U.S. taxing authorities for the tax periods since each Fund’s commencement of operations.

 

Each Fund may be subject to taxes imposed on realized and unrealized gains on securities of certain foreign countries in which the Fund invests. The foreign tax expense, if any, was recorded on an accrual basis and is included in “Net realized gain (loss) on investments” and “Net increase (decrease) in unrealized appreciation or depreciation on investments” on the accompanying Statements of Operations. The amount of foreign tax owed, if any, is included in “Payable for foreign taxes” on the accompanying Statements of Assets and Liabilities and is comprised of withholding taxes on foreign dividends and taxes on unrealized gains.

 

D. Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date, net of any foreign taxes withheld at source. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations.

 

Distributions to shareholders from net investment income and from net realized gains on securities for each Fund are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. Each Fund may distribute more frequently, if necessary, for tax purposes.

 

11

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

E. Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates.

 

F. Share Valuation. The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for regular trading. The offering and redemption price per share for each Fund is equal to the Fund’s net asset value per share.

 

G. Guarantees and Indemnifications. In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. Additionally, as is customary, the Trust’s organizational documents permit the Trust to indemnify its officers and trustees against certain liabilities under certain circumstances. Each Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Fund that have not yet occurred. As of the date of this Report, no claim has been made for indemnification pursuant to any such agreement of the Funds.

 

H. Reclassification of Capital Accounts. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. In addition, the Funds’ realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital. For the fiscal period ended March 31, 2023 the following table shows the reclassifications made:

 

      Undistributed Net
Investment Gain (Loss)
    Accumulated Net
Realized Gain (Loss)
    Paid in
Capital
 
  Merlyn.AI Bull-Rider Bear-Fighter ETF   $ -     $ (7,337,733 )   $ 7,337,733  
  Merlyn.AI SectorSurfer Momentum ETF     (8,170 )     (9,786,204 )     9,794,374  

 

NOTE 3 – RISKS

 

Markets may perform poorly and the returns from the securities in which a Fund invests may underperform returns from the general securities markets. Securities markets may experience periods of high volatility and reduced liquidity in response to governmental actions or intervention, economic or market developments, or other external factors. The value of a company’s securities may rise or fall in response to company, market, economic or other news.

 

Returns on investments in underlying ETFs that invest foreign securities could be more volatile than, or trail the returns on, ETFs that invest in U.S. securities. Investments in or exposures to foreign securities are subject to special risks, including risks associated with foreign securities generally, including 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.

 

Changes in interest rates generally will cause the value of fixed-income and bond instruments held by underlying ETFs to vary inversely to such changes. Prices of longer-term fixed-income instruments generally fluctuate more than the prices of shorter-term fixed income instruments as interest rates change. Fixed-income instruments that are fixed-rate are generally more susceptible than floating rate loans to price volatility related to changes in prevailing interest rates. The prices of floating rate fixed-income instruments tend to have less fluctuation in response to changes in interest rates, but will have

 

12

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

some fluctuation, particularly when the next interest rate adjustment on such security further away in time or adjustments are limited in amount over time. Underlying ETFs may invest in short-term securities that, when interest rates decline, affect the ETF’s yield as these securities mature or are sold and the ETF purchases new short-term securities with lower yields. An obligor’s willingness and ability to pay interest or to repay principal due in a timely manner may be affected by, among other factors, its cash flow.

 

The Funds’ investment strategies may from time-to-time result in higher turnover rates. This may increase the Funds’ brokerage commission costs, which could negatively impact the performance of the Funds. Rapid portfolio turnover also exposes shareholders to a higher current realization of short-term.

 

See the Funds’ Prospectus and Statement of Additional Information regarding the risks of investing in shares of the Funds.

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Empowered Funds, LLC (the “Adviser”) serves as the investment adviser to the Funds. Pursuant to investment advisory agreements (the “Advisory Agreements”) between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreements, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate. The Adviser administers the Funds’ business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser agrees to pay all expenses incurred by the Funds except for the fee paid to the Adviser pursuant to the Advisory Agreement, payments under any distribution plan adopted pursuant to Rule 12b-1, brokerage expenses, acquired fund fees and expenses, taxes, interest (including borrowing costs), litigation expenses and other non-routine or extraordinary expenses.

 

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

 

The Custodian acts as the securities lending agent (the “Securities Lending Agent”) for the Fund.

 

At a Board meeting held on September 26, 2022, the Trustees, including each Trustee, who is not an “interested person” of the Trust, as defined in the 1940 Act, approved the Advisory Agreement for the Merlyn.AI Bull-Rider Bear-Fighter ETF and Merlyn.AI Sector Surfer Momentum ETF. A description of the Board’s consideration was included in the annual report dated September 30, 2022.

 

The table below represents the annual rate (after fee waivers) based on average daily net assets that each Fund pays the Adviser monthly:

 

Merlyn.AI Bull-Rider Bear-Fighter ETF     0.95 %
Merlyn.AI SectorSurfer Momentum ETF     0.85 %

 

Per a fee waiver agreement, the Adviser has agreed to waive up to 0.40% of the Merlyn.AI SectorSurfer Momentum ETF advisory fee, which is calculated based on the Fund’s average daily net assets, to the extent necessary to offset all or a portion of acquired fund fees and expenses The level of each fee waiver described above may be adjusted from time to time only by the mutual written agreement of the Parties. The fee waiver will remain in effect until at least January 30, 2024. This waiver agreement may be terminated only by agreement of the Adviser and the Fund’s Board of Trustees. The fees waived are not subject to recoupment.

 

13

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

NOTE 5 – SECURITIES LENDING

 

On October 1, 2021, the Board approved the use of securities lending. The Funds may lend up to 33⅓% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan, plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand.

 

The securities lending agreement provides that, in the event of a borrower’s material default, the Securities Lending Agent shall take all actions the Securities Lending Agent deems appropriate to liquidate the collateral, purchase replacement securities at the Securities Lending Agent’s expense, or pay the Fund an amount equal to the market value of the loaned securities, subject to certain limitations which are set forth in detail in the securities lending agreement between the Fund and the Securities Lending Agent.

 

As of the end of the current fiscal period, the Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Securities Lending Agent in accordance with the Trust-approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Funds are indemnified from this risk by contract with the Securities Lending Agent.

 

    Value of
Securities
on Loan
    Payable for
Collateral
Received*
 
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ 6,341,061     $ 6,458,125  
Merlyn.AI SectorSurfer Momentum ETF     5,408,603       5,443,400  

 

* The cash collateral received was invested in the First American Money Market Government Obligations Fund as shown on the Schedule of Investments. The investment objective is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.

 

The interest income earned by the Funds on the investment of cash collateral received from borrowers for the securities loaned to them (“Securities Lending Income, Net”) is reflected in the Funds’ Statements of Operations. Net securities lending income earned on collateral investments and recognized by the Funds during the current fiscal period, was as follows:

 

Merlyn.AI Bull-Rider Bear-Fighter ETF   $ 12,289  
Merlyn.AI SectorSurfer Momentum ETF   $ 34,756  

 

14

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

NOTE 6 – PURCHASES AND SALES OF SECURITIES

 

For the fiscal period ended March 31, 2023, purchases and sales of securities for the Funds, excluding short-term securities and in-kind transactions, were as follows:

 

    Purchases     Sales  
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ 110,300,404     $ 88,759,883  
Merlyn.AI SectorSurfer Momentum ETF     219,749,120       185,892,430  

 

For the fiscal period ended March 31, 2023, in-kind transactions associated with creations and redemptions were as follows:

 

    Purchases     Sales  
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ 2,549,301     $ 39,263,613  
Merlyn.AI SectorSurfer Momentum ETF     4,695,491       78,945,052  

 

For the fiscal period ended March 31, 2023, short-term and long-term losses on in-kind transactions were as follows:

 

    Short Term     Long Term  
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ (68,640 )   $ -  
Merlyn.AI SectorSurfer Momentum ETF     (70,044 )     -  

 

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

 

NOTE 7 – TAX INFORMATION

 

The components of tax basis cost of investments and net unrealized appreciation (depreciation) for federal income tax purposes at March 31, 2023 were as follows:

 

    Merlyn.AI
Bull-Rider
Bear-Fighter ETF
    Merlyn.AI
SectorSurfer
Momentum ETF
 
Tax cost of Investments   $ 37,453,000     $ 66,966,986  
Gross tax unrealized appreciation     -       -  
Gross tax unrealized depreciation     (2,558,292 )     (4,599,463 )
Net tax unrealized appreciation (depreciation)   $ (2,558,292 )   $ (4,599,463 )
Undistributed ordinary income     693,802       1,956,000  
Undistributed long-term gain     -       -  
Total distributable earnings     693,802       1,956,000  
Other accumulated gain (loss)     (35,664,609 )     (55,126,957 )
Total accumulated gain (loss)   $ (37,529,099 )   $ (57,770,420 )

 

Under tax law, certain capital and foreign currency losses realized after October 31 and within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year.

 

For the fiscal year ended September 30, 2022, the Funds did not defer any qualified late year losses.

 

15

 

 

MERLYN.AI ETFs

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2023 (UNAUDITED)

 

At March 31, 2023, the Funds had the following capital loss carryforwards:

 

    Unlimited
Short-Term
    Unlimited
Long-Term
 
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ (35,664,609 )   $ -  
Merlyn.AI SectorSurfer Momentum ETF     (55,126,957 )     -  

 

NOTE 8 – DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid by the Funds during the fiscal year ended September 30, 2022 and fiscal period ended March 31, 2023, were as follows:

 

    Fiscal Period Ended
March 31,
2023
    Fiscal Period Ended
September 30,
2022
 
    Ordinary Income     Ordinary Income  
Merlyn.AI Bull-Rider Bear-Fighter ETF   $ 936,899     $ 222,346  
Merlyn.AI SectorSurfer Momentum ETF     2,631,059       518,953  

 

NOTE 9 – OTHER INFORMATION

 

Neither Merlyn.AI Bull-Rider Bear-Fighter ETF (Ticker: WIZ) or Merlyn.AI SectorSurfer Momentum ETF (Ticker: DUDE) is offered or sold by Merlyn.AI Corporation or any of its affiliates, licensors, or contractors (the “Merlyn Parties”) nor do any of the Merlyn Parties offer any express or implicit guarantee, warranty, or assurance either with regard to the results of using the MAI Bull-Rider Bear-Fighter Index or the MAI SectorSurfer Momentum Index (each, an “Index”) or an Index Price at any time or in any other respect. Each Index is calculated and published by SumGrowth Strategies, LLC which has granted Merlyn an exclusive license for marketing and distribution purposes of the Indices. The Merlyn Parties have entered an agreement with the Funds’ adviser to sponsor the Funds. The Merlyn Parties use commercially reasonable efforts to ensure that each Index is calculated correctly. None of the Merlyn Parties shall be liable for any error, omission, inaccuracy, incompleteness, delay, or interruption in an Index or any data related thereto or have any obligation to point out errors in an Index to any person. Neither publication of an Index by the Merlyn Parties nor the licensing of an Index or Index trademark(s) for the purpose of use in connection with a Fund constitutes a recommendation by any of the Merlyn Parties to invest in a Fund. Bull-Rider Bear-Fighter and SectorSurfer are trademarks of SumGrowth Strategies, LLC.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In preparing these financial statements, management of the Funds have evaluated events and transactions for potential recognition or disclosure through date the financial statements were issued. There were no transactions that occurred during the period subsequent to March 31, 2023, that materially impacted the amounts or disclosures in the Funds’ financial statement

 

16

 

 

MERLYN.AI ETFs

 

EXPENSE EXAMPLE

MARCH 31, 2023 (UNAUDITED)

 

As a shareholder of Merlyn.AI Bull-Rider Bear-Fighter ETF and/or Merlyn.AI SectorSurfer Momentum ETF, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held the entire period (October 1, 2022 to March 31, 2023).

 

Actual Expenses

 

The first line of each table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period October 1, 2022 to March 31, 2023” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of each table below provides information about hypothetical account values and hypothetical expenses based on each of the fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund compared to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of each Fund shares. Therefore, the second line of each table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. The expenses for Merlyn.AI SectorSurfer Momentum ETF shown in the table reflect fee waivers in effect. Also, the information assumes the reinvestment of all dividends and distributions.

 

    Annualized
Expense
Ratio
  Beginning
Account Value
October 1,
2022
  Ending
Account Value
March 31,
2023
  Expenses Paid
During Period
October 1,
2022 to
March 31,
2023
Merlyn.AI Bull-Rider Bear-Fighter ETF1                            
Actual   0.95%   $1,000.00     $1,026.40       $4.80  
Hypothetical (5% annual return before expenses)   0.95%     1,000.00       1,020.19       4.78  
Merlyn.AI SectorSurfer Momentum ETF1                            
Actual   0.85%   $1,000.00     $1,025.70       $4.29  
Hypothetical (5% annual return before expenses)   0.85%     1,000.00       1,020.69       4.28  

 

1. The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365, to reflect the one-half year period.

 

17

 

 

MERLYN.AI ETFs

 

REVIEW OF LIQUIDITY RISK MANAGEMENT PROGRAM (UNAUDITED)

 

Pursuant to Rule 22e-4 under the Investment Company Act of 1940, the Trust, on behalf of the series of the Trust covered by this shareholder report (each a “Fund,” and collectively, the “Funds”), has adopted a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk. Rule 22e-4 seeks to promote effective liquidity risk management, thereby reducing the risk that a Fund will be unable to meet its redemption obligations and mitigating dilution of the interests of fund shareholders. The Trust’s liquidity risk management program is tailored to reflect each Fund’s particular risks, but not to eliminate all adverse impacts of liquidity risk, which would be incompatible with the nature of that Fund.

 

The Trust’s Board of Trustees has designated the Chief Operating Officer of Empowered Funds LLC (the “Adviser) as the Program Administrator, responsible for administering the Program and its policies and procedures.

 

At the July 6, 2022, meeting of the Board of Trustees of the Trust, the Program Administrator provided the Trustees with a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended March 31, 2022. The report concluded that the Program appeared effectively tailored to identify potential illiquid scenarios and to enable the Funds to deliver appropriate reporting. In addition, the report concluded that the Program is adequately operating, and its implementation has been effective. The report reflected that there were no liquidity events that impacted the Fund’s ability to timely meet redemptions without dilution to existing shareholders. The report further described material changes that were made to the Program since its implementation.

 

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding each Fund’s exposure to liquidity risk and other principal risks to which an investment in a Fund may be subject.

 

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MERLYN.AI ETFs

 

MANAGEMENT OF THE FUND

 

The table below sets forth certain information about each of the Trust’s executive officers as well as its affiliated and independent 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
Directorships
Held by
Trustee
During Past
5 Years
Independent Trustees

Daniel Dorn

Born: 1975

Trustee Since 2014 Associate Professor of Finance, Drexel University, LeBow College of Business (2003 – present). 36 None

Michael S.
Pagano, Ph.D., CFA

Born: 1962

Trustee Since 2014 The Robert J. and Mary Ellen Darretta Endowed Chair in Finance, Villanova University (1999 – present); Co-Editor of the Financial Review (2023 – present); Founder, Michael S. Pagano, LLC (business consulting firm) (2008 – present). 36

Citadel Federal Credit Union (pro bono service for non-profit)

Chukwuemeka (Emeka) O. Oguh

Born: 1983

Trustee Since 2018 Co-founder and CEO, PeopleJoy (2016 – present). 36 None
Interested Trustee*

Wesley R. Gray,
Ph.D.

Born: 1980

Trustee and President Since 2014 Founder and Executive Managing Member, EA Advisers (2013 – present); Founder and Executive Managing Member, Empirical Finance, LLC d/b/a Alpha Architect (2010 – present). 36 None

 

* Dr. Gray is an “interested person,” as defined by the Investment Company Act, because of his employment with and ownership interest in the Adviser.

 

Additional information about the Affiliated Trustee and Independent Trustees is available in the Statement of Additional Information (SAI).

 

19

 

 

MERLYN.AI ETFs

 

MANAGEMENT OF THE FUND (CONTINUED)

 

Officers

 

Name, Address,
and Year of
Birth
Position(s)
Held with
Trust
Term of
Office and
Length
of Time
Served
Principal Occupation During
Past 5 Years

John Vogel, Ph.D.

Born: 1983

Treasurer and Chief Financial Officer Since 2014 Managing Member, EA Advisers (2013 – present); Managing Member, Empirical Finance, LLC d/b/a Alpha Architect (2012 – present).

Jessica D. Leighty

Born: 1981

Chief Compliance Officer Since 2022 Chief Compliance Officer, EA Advisers (2021 – present); Chief Compliance Officer, Alpha Architect (2021 – present); Chief Compliance Officer, Snow Compliance (2015 – 2021).

Patrick R. Cleary

Born: 1982

Secretary Since 2015 Managing Member, EA Advisers (2014 – present); Managing Member, Empirical Finance, LLC d/b/a Alpha Architect (2014 – present).

Sean Hegarty

Born: 1993

Assistant Treasurer Since 2022 Chief Operating Officer, EA Advisers (2022 – present); Assistant Vice President – Fund Administration, U.S. Bank Global Fund Services (2018 – 2022); Staff Accountant, Cohen & Company (2015 – 2018).

Jackson Hart

Born: 1979

Assistant Secretary Since 2023 Senior Director – Legal, EA Advisers (2023 – present); Investment Management Paralegal, Stradley Ronon Stevens & Young (2019 – 2023); Senior Paralegal, Oppenheimer Funds, Inc. (2015 – 2019).

Brian Massaro

Born: 1997

Assistant Treasurer Since 2023 Assistant Operating Officer, EA Advisers (2022 – present); Mutual Fund Administrator, U.S. Bank Global Fund Services (2019 – 2022).

 

20

 

 

MERLYN.AI ETFs

 

INFORMATION ABOUT PORTFOLIO HOLDINGS (UNAUDITED)

 

The Funds file their complete schedules of portfolio holdings for their first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Funds’ Form N-PORT is available without charge, upon request, by calling (215) 882-9983. Furthermore, you may obtain the Form N-PORT on the SEC’s website at www.sec.gov. Each Funds’ portfolio holdings are posted on their website at https://www.merlynetfs.com/ daily.

 

INFORMATION ABOUT PROXY VOTING (UNAUDITED)

 

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling (215) 882-9983, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at https://www.merlynetfs.com/.

 

When available, information regarding how the Funds voted proxies relating to portfolio securities during the twelve months ending June 30 is (1) available by calling (215) 882-9983 and (2) the SEC’s website at www.sec.gov.

 

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (UNAUDITED)

 

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

 

PRIVACY POLICY (UNAUDITED)

 

EA Series Trust (the “Trust”) is strongly committed to preserving and safeguarding the personal financial information of any customers of the Trust. Confidentiality is extremely important to us.

 

Regulation S-P requires, among others, each investment company to “adopt written policies and procedures that address administrative, technical, and physical safeguards for the protection of customer records and information.” However, Pursuant to Regulation S-P’s definition of “customer,” the Trust currently does not have, nor does it anticipate having in the future, any customers. In addition, the Trust does not collect any non-public personal information from any consumers.

 

Nonetheless, the Trust has instituted certain technical, administrative and physical safeguards through which the Trust would seek to protect personal financial information about any customers from unauthorized use and access. First, technical procedures are used in order to limit the accessibility and exposure of Trust-maintained information contained in electronic form. If customer information were obtained by the Trust, such technical procedures would cover such information.

 

Second, administrative procedures that are in place, would be used to control the number and type of employees, affiliated and nonaffiliated persons, to whom customer information (if the Trust were to obtain any) would be accessible.

 

Third, physical safeguards have been established, which if customer information were obtained by the Trust, to prevent access to such information contained in hard-copy form.

 

As these procedures illustrate, the Trust realizes the importance of information confidentiality and security and emphasizes practices which are aimed at achieving those goals.

 

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Adviser

Empowered Funds, LLC d/b/a EA Advisers

19 East Eagle Road

Havertown, Pennsylvania 19083

 

Index Provider

Solactive AG

Platz der Einheit 1

Frankfurt, Germany 60327

 

Distributor

Quasar Distributors, LLC

111 East Kilbourn Avenue, 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. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

Independent Registered Public Accounting Firm

Spicer Jeffries LLP

4601 DTC Boulevard, Suite 700

Denver, Colorado 80237

 

Legal Counsel

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310,

Leawood, Kansas 66211

 

Merlyn.AI Bull-Rider Bear-Fighter ETF

Symbol – WIZ

CUSIP – 02072L706

 

Merlyn.AI SectorSurfer Momentum ETF

Symbol – DUDE

CUSIP – 02072L862