Sparkline Intangible Value ETF

 

Semi-Annual Report

 

November 30, 2022

 

 

 

 

 

 

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

TABLE OF CONTENTS

 

    Page
Sector Allocations   1
Schedule of Investments   2 – 7
Statement of Assets and Liabilities   8
Statement of Operations   9
Statement of Changes in Net Assets   10
Financial Highlights   11
Notes to Financial Statements   12 – 20
Expense Example   21
Liquidity Risk Management Program   22
Management of the Fund   23 – 24
Board Review and Approval of Advisory and Sub-Advisory Agreement   25 – 26
Information About Portfolio Holdings   27
Information About Proxy Voting   27
Privacy Policy   27

 

 

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

Tabular Presentation of Schedule of Investments

As of November 30, 2022 (Unaudited)

 

Sector 1   % Net
Assets
 
Information Technology   45.3% 2  
Communication Services   12.1%  
Consumer Discretionary   11.0%  
Financials   11.0%  
Health Care   9.9%  
Industrials   7.8%  
Energy   0.8%  
Real Estate   0.7%  
Materials   0.7%  
Other 3   0.7%  
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. For purposes of the Fund’s compliance with its concentration limits, the Fund uses various sub-classifications and none of the Fund’s holdings in the sub-classifications exceed 25% of the Fund’s total assets.
3. Cash, cash equivalents, short-term investments and other assets less liabilities.

 

1

 

 

Sparkline Intangible Value ETF
Schedule of Investments
November 30, 2022 (Unaudited)

 

Shares         Value  
COMMON STOCKS - 99.3%        
Aerospace & Defense - 1.7%        
  83     Northrop Grumman Corp.   $ 44,263  
  713     Raytheon Technologies Corp.     70,387  
              114,650  
Agricultural & Farm Machinery - 0.3%        
  133     AGCO Corp.     17,652  
         
Air Freight & Logistics - 0.6%        
  210     FedEx Corp.     38,266  
         
Airlines - 0.4%        
  234     Alaska Air Group, Inc. (a)     11,101  
  409     United Airlines Holdings, Inc. (a)     18,066  
              29,167  
Apparel Retail - 0.3%        
  1,169     Gap, Inc.     16,997  
         
Apparel, Accessories & Luxury Goods - 0.4%        
  713     Levi Strauss & Co. - Class A     11,786  
  1,253     Under Armour, Inc. - Class A (a)     12,530  
              24,316  
Application Software - 7.9%        
  302     Adobe, Inc. (a)     104,169  
  209     Autodesk, Inc. (a)     42,208  
  193     Cadence Design Systems, Inc. (a)     33,204  
  966     Dropbox, Inc. - Class A (a)     22,759  
  85     HubSpot, Inc. (a)     25,758  
  35     MicroStrategy, Inc. - Class A (a)(b)     6,933  
  644     Nutanix, Inc. - Class A (a)     18,199  
  730     Open Text Corp. (c)     21,447  
  130     PTC, Inc. (a)     16,537  
  310     RingCentral, Inc. - Class A (a)     11,489  
  624     Salesforce, Inc. (a)     99,996  
  311     Splunk, Inc. (a)     24,158  
  107     Synopsys, Inc. (a)     36,331  
  250     Workday, Inc. - Class A (a)     41,975  
  326     Zoom Video Communications, Inc. - Class A (a)     24,590  
              529,753  
Automobile Manufacturers - 1.7%        
  3,974     Ford Motor Co.     55,239  
  1,404     General Motors Co.     56,946  
              112,185  
Biotechnology - 2.6%        
  144     Biogen, Inc. (a)     43,944  
  641     Exelixis, Inc. (a)     10,948  
  655     Gilead Sciences, Inc.     57,529  
  226     Natera, Inc. (a)     9,293  
  50     Regeneron Pharmaceuticals, Inc. (a)     37,585  
  57     United Therapeutics Corp. (a)     15,954  
              175,253  

 

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

 

2

 

 

Sparkline Intangible Value ETF
Schedule of Investments (Continued)
November 30, 2022 (Unaudited)

 

Shares         Value  
Broadcasting - 0.3%        
  962     Paramount Global - Class B   $ 19,317  
         
Cable & Satellite - 1.8%        
  98     Charter Communications, Inc. - Class A (a)     38,346  
  1,891     Comcast Corp. - Class A     69,286  
  945     DISH Network Corp. - Class A (a)     15,167  
              122,799  
Communications Equipment - 3.3%        
  398     Ciena Corp. (a)     17,894  
  2,272     Cisco Systems, Inc.     112,964  
  155     F5, Inc. (a)     23,965  
  767     Juniper Networks, Inc.     25,495  
  157     Lumentum Holdings, Inc. (a)     8,626  
  120     Motorola Solutions, Inc.     32,664  
              221,608  
Computer & Electronics Retail - 0.4%        
  285     Best Buy Co., Inc.     24,311  
         
Construction Machinery & Heavy Trucks - 0.6%        
  165     Cummins, Inc.     41,441  
         
Construction & Engineering - 0.2%        
  187     AECOM     15,895  
         
Consumer Electronics - 0.3%        
  202     Garmin Ltd. (c)     18,784  
         
Consumer Finance - 2.2%        
  454     American Express Co.     71,546  
  461     Capital One Financial Corp.     47,594  
  291     Discover Financial Services     31,533  
              150,673  
Data Processing & Outsourced Services - 1.8%        
  775     Block, Inc. (a)     52,522  
  274     Genpact Ltd. (c)     12,634  
  698     PayPal Holdings, Inc. (a)     54,730  
              119,886  
Department Stores - 0.7%        
  413     Kohl’s Corp.     13,249  
  796     Macy’s, Inc.     18,706  
  682     Nordstrom, Inc.     14,302  
              46,257  
 Diversified Banks - 5.2%        
  2,861     Bank of America Corp.     108,289  
  1,081     Citigroup, Inc.     52,331  
  813     JPMorgan Chase & Co.     112,340  
  1,570     Wells Fargo & Co.     75,282  
              348,242  

 

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

 

3

 

 

Sparkline Intangible Value ETF
Schedule of Investments (Continued)
November 30, 2022 (Unaudited)

 

Shares         Value  
Electrical Components & Equipment - 0.2%        
  457     SunPower Corp. (a)   $ 11,082  
         
Electronic Components - 0.6%        
  1,212     Corning, Inc.     41,366  
         
Electronic Equipment & Instruments - 0.9%        
  196     Keysight Technologies, Inc. (a)     35,454  
  101     Zebra Technologies Corp. - Class A (a)     27,298  
              62,752  
Electronic Manufacturing Services - 0.6%        
  694     Flex Ltd. (a)(c)     15,254  
  327     Jabil, Inc.     23,606  
              38,860  
General Merchandise Stores - 1.0%        
  394     Target Corp.     65,826  
         
Health Care Distributors - 0.3%        
  283     Cardinal Health, Inc.     22,688  
         
Health Care Equipment - 1.7%        
  895     Boston Scientific Corp. (a)     40,517  
  249     Hologic, Inc. (a)     18,964  
  703     Medtronic PLC (c)     55,565  
              115,046  
Health Care Technology - 0.1%        
  344     Teladoc Health, Inc. (a)     9,807  
         
Hotels, Resorts & Cruise Lines - 0.4%        
  280     Expedia Group, Inc. (a)     29,915  
         
Household Appliances - 0.2%        
  97     Whirlpool Corp.     14,213  
         
Housewares & Specialties - 0.2%        
  787     Newell Brands, Inc.     10,207  
         
Industrial Conglomerates - 1.7%        
  387     3M Co.     48,750  
  784     General Electric Co.     67,400  
              116,150  
Integrated Telecommunication Services - 2.5%        
  3,953     AT&T, Inc.     76,214  
  2,436     Verizon Communications, Inc.     94,955  
              171,169  
Interactive Media & Services - 7.3%        
  1,414     Alphabet, Inc. - Class A (a)     142,800  
  1,413     Alphabet, Inc. - Class C (a)     143,349  
  1,282     Meta Platforms, Inc. - Class A (a)     151,404  

 

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

 

4

 

 

Sparkline Intangible Value ETF
Schedule of Investments (Continued)
November 30, 2022 (Unaudited)

 

Shares         Value  
  1,094     Pinterest, Inc. - Class A (a)   $ 27,809  
  2,686     Snap, Inc. - Class A (a)     27,693  
              493,055  
Internet & Direct Marketing Retail - 4.8%        
  2,625     Amazon.com, Inc. (a)     253,417  
  807     eBay, Inc.     36,670  
  249     Etsy, Inc. (a)     32,890  
              322,977  
Internet Services & Infrastructure - 1.1%        
  301     Akamai Technologies, Inc. (a)     28,553  
  255     GoDaddy, Inc. - Class A (a)     20,178  
  458     Twilio, Inc. - Class A (a)     22,451  
              71,182  
Investment Banking & Brokerage - 2.1%        
  192     Goldman Sachs Group, Inc.     74,141  
  756     Morgan Stanley     70,361  
              144,502  
IT Consulting & Other Services - 4.0%        
  274     Accenture PLC - Class A (c)     82,455  
  189     Amdocs Ltd. (c)     16,795  
  634     Cognizant Technology Solutions Corp. - Class A     39,441  
  460     DXC Technology Co. (a)     13,648  
  69     Gartner, Inc. (a)     24,176  
  601     International Business Machines Corp.     89,489  
              266,004  
Leisure Products - 0.5%        
  813     Mattel, Inc. (a)     14,821  
  148     Polaris, Inc.     16,881  
              31,702  
Life & Health Insurance - 0.6%        
  381     Prudential Financial, Inc.     41,159  
         
Life Sciences Tools & Services - 1.1%        
  200     Agilent Technologies, Inc.     30,996  
  119     Illumina, Inc. (a)     25,952  
  406     Syneos Health, Inc. (a)     14,324  
              71,272  
Motorcycle Manufacturers - 0.2%        
  271     Harley-Davidson, Inc.     12,772  
         
Movies & Entertainment - 0.3%        
  284     Roku, Inc. (a)     16,861  
         
Multi-line Insurance - 0.3%        
  281     Hartford Financial Services Group, Inc.     21,460  
         
Oil & Gas Equipment & Services - 0.8%        
  1,004     Schlumberger Ltd. (c)     51,756  

 

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

 

5

 

 

Sparkline Intangible Value ETF
Schedule of Investments (Continued)
November 30, 2022 (Unaudited)

 

Shares         Value  
Pharmaceuticals - 4.1%        
  909     Bristol-Myers Squibb Co.   $ 72,975  
  111     Jazz Pharmaceuticals PLC (a)(c)     17,417  
  922     Merck & Co., Inc.     101,531  
  1,719     Pfizer, Inc.     86,173  
              278,096  
Property & Casualty Insurance - 0.6%        
  290     Allstate Corp.     38,831  
         
Real Estate Services - 0.7%        
  311     CBRE Group, Inc. - Class A (a)     24,756  
  117     Jones Lang LaSalle, Inc. (a)     19,676  
              44,432  
Research & Consulting Services - 1.1%        
  243     Booz Allen Hamilton Holding Corp.     25,855  
  42     CACI International, Inc. - Class A (a)     13,117  
  148     Jacobs Solutions, Inc.     18,728  
  151     Leidos Holdings, Inc.     16,509  
              74,209  
Semiconductor Equipment - 1.5%        
  444     Applied Materials, Inc.     48,662  
  80     Lam Research Corp.     37,790  
  160     MKS Instruments, Inc.     13,418  
              99,870  
Semiconductors - 8.1%        
  780     Advanced Micro Devices, Inc. (a)     60,551  
  2,833     Intel Corp.     85,188  
  1,035     Micron Technology, Inc.     59,668  
  830     NVIDIA Corp.     140,461  
  265     NXP Semiconductors N.V. (c)     46,598  
  801     Qualcomm, Inc.     101,318  
  120     Silicon Laboratories, Inc. (a)     17,453  
  224     Skyworks Solutions, Inc.     21,419  
  106     Synaptics, Inc. (a)     11,233  
              543,889  
Specialty Chemicals - 0.7%        
  418     DuPont de Nemours, Inc.     29,473  
  219     Eastman Chemical Co.     18,970  
              48,443  
Systems Software - 9.3%        
  281     Dolby Laboratories, Inc. - Class A     21,038  
  615     Fortinet, Inc. (a)     32,693  
  935     Gen Digital, Inc.     21,468  
  1,127     Microsoft Corp.     287,543  
  1,273     Oracle Corp.     105,697  
  318     Palo Alto Networks, Inc. (a)     54,028  
  116     ServiceNow, Inc. (a)     48,291  
  454     VMware, Inc. - Class A (a)     55,156  
              625,914  

 

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

 

6

 

 

Sparkline Intangible Value ETF
Schedule of Investments (Continued)
November 30, 2022 (Unaudited)

 

Shares         Value  
Technology Hardware, Storage & Peripherals - 6.3%        
  1,697     Apple, Inc.   $ 251,207  
  2,251     Hewlett Packard Enterprise Co.     37,772  
  1,532     HP, Inc.     46,021  
  418     NetApp, Inc.     28,261  
  717     Pure Storage, Inc. - Class A (a)     20,929  
  332     Seagate Technology Holdings PLC (c)     17,586  
  702     Western Digital Corp. (a)     25,799  
              427,575  
Trucking - 1.0%        
  1,203     Lyft, Inc. - Class A (a)     13,498  
  1,295     Uber Technologies, Inc. (a)     37,736  
  372     XPO Logistics, Inc. (a)     14,367  
              65,601  
        TOTAL COMMON STOCKS (Cost $7,074,945)     6,688,095  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 0.1%        
  5,573     First American Government Obligations Fund - Class X, 3.66% (d)     5,573  
        TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $5,573)     5,573  
                 
MONEY MARKET FUNDS - 0.4%        
  28,939     First American Government Obligations Fund - Class X, 3.66% (d)   $ 28,939  
        TOTAL MONEY MARKET FUNDS (Cost $28,939)     28,939  
                 
        TOTAL INVESTMENTS (Cost $7,109,457) - 99.8%     6,722,607  
        Other Assets in Excess of Liabilities - 0.2%     11,254  
        TOTAL NET ASSETS - 100.0%   $ 6,733,861  

 

Percentages are stated as a percent of net assets.

 

PLC - Public Limited Company

 

(a) Non-income producing security.
(b) This security or a portion of this security was out on loan as of November 30, 2022. Total loaned securities had a market value of $5,943 as of November 30, 2022.
(c) Foreign issued security.
(d) Rate shown is the 7-day effective yield.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”).

 

GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

 

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

 

7

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2022 (Unaudited)

 

    Sparkline Intangible
Value ETF
 
Assets:        
Investments in securities, at value   $ 6,722,607  
Receivable for fund shares sold     209,666  
Dividends and interest receivable     9,907  
Securities lending income receivable (Note 4)     122  
Total assets     6,942,302  
         
Liabilities:        
Payable for investment securities purchased     200,477  
Due to securities lending agent (Note 4)     5,573  
Accrued investment advisory fees     2,391  
Total liabilities     208,441  
Net Assets   $ 6,733,861  
         
Net Assets Consist of:        
Paid-in capital   $ 7,370,886  
Total distributable earnings (accumulated deficit)     (637,025 )
Net Assets:   $ 6,733,861  
         
Calculation of Net Asset Value Per Share:        
Net Assets   $ 6,733,861  
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value)     310,000  
Net Asset Value per Share   $ 21.72  
         
Cost of Investments in Securities   $ 7,109,457  

 

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

 

8

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

STATEMENT OF OPERATIONS

For the Period Ended November 30, 2022 (Unaudited)

 

   

Sparkline Intangible

Value ETF

 
Investment Income:        
Dividend income   $ 40,059  
Securities lending income     412  
Interest income     240  
Total investment income     40,711  
         
Expenses:        
Investment advisory fees     12,249  
Net expenses     12,249  
         
Net Investment Income     28,462  
         
Realized and Unrealized Gain (Loss) on Investments:        
Net realized loss on:        
Investments     (236,735 )
      (236,735 )
Net change in unrealized appreciation on:        
Investments     157,843  
      157,843  
Net realized and unrealized loss on investments:     (78,892 )
Net Decrease in Net Assets Resulting from Operations   $ (50,430 )

 

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

 

9

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

STATEMENT OF CHANGES IN NET ASSETS

 

   

Sparkline Intangible Value ETF

 
   

For the

Period Ended

November 30,

2022

(Unaudited)

   

For the

Period Ended

May 31,

2022 (1)

 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income   $ 28,462     $ 22,636  
Net realized gain (loss) on investments     (236,735 )     3,133  
Net change in unrealized appreciation (depreciation) on investments     157,843       (544,692 )
Net decrease in net assets resulting from operations     (50,430 )     (518,923 )
                 
Distributions to Shareholders:                
Net investment income     -       (8,097 )
Total distributions to shareholders     -       (8,097 )
                 
Capital Share Transactions:                
Proceeds from shares sold     2,901,393       5,592,204  
Payments for shares redeemed     (394,070 )     (788,216 )
Net increase in net assets derived from net change in capital share transactions     2,507,323       4,803,988  
Net Increase in Net Assets     2,456,893       4,276,968  
                 
Net Assets:                
Beginning of period     4,276,968       -  
End of period   $ 6,733,861     $ 4,276,968  
                 
Changes in Shares Outstanding:                
Shares outstanding, beginning of period     190,000       -  
Shares sold     140,000       220,000  
Shares repurchased     (20,000 )     (30,000 )
Shares outstanding, end of period     310,000       190,000  

 

(1) The Fund commenced operations on June 29, 2021.

 

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

 

10

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

FINANCIAL HIGHLIGHTS

For the Period Ended November 30, 2022 (Unaudited)

 

    Net Asset Value, Beginning of Period   Net Investment Income (1)   Net Realized and Unrealized Loss on Investments   Net 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)
 

Net

Investment Income (3)

  Portfolio Turnover Rate (5)  
Sparkline Intangible Value ETF                                                  
Six Months Ended November 30, 2022 (Unaudited)   $22.51   0.12   (0.91)   (0.79)   -   -   $21.72   (3.50%)   $6,734   0.50%   1.16%   24%  
June 29, 2021 (6) to May 31, 2022   $25.00   0.21   (2.58)   (2.37)   (0.12)   (0.12)   $22.51   (9.55%)   $4,277   0.50%   0.93%   49%  

 

(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) Commencement of operations.

 

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

 

11

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2022 (UNAUDITED)

 

 

NOTE 1 – ORGANIZATION

 

Sparkline Intangible Value ETF (the “Fund”) 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 Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund is considered diversified under the 1940 Act. The Fund commenced operations on June 29, 2021. The Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946-Financial Services- Investment Companies. The Fund’s investment objective is to seek long-term capital appreciation.

 

The Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by investing in U.S.-listed equity securities that Sparkline Capital LP (the “Sub-Adviser”) believes are attractive relative to its proprietary measure of “intangible-augmented intrinsic value.”

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the shares may be different from their net asset value (“NAV”). The Fund issues and redeems 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 Fund. Shares of the Fund 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 Fund. 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 Fund 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 Fund 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 Fund, of up to 2.00% of the value of the order in addition to the Standard Transaction Fees. Variable Transaction Fees received by the Fund, if any, are displayed in the Capital Share Transactions sections of the Statements of Changes in Net Assets.

 

Because, among other things, the Fund imposes transaction fees on purchases and redemptions of Shares to cover the custodial and other costs incurred by the 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 Fund’s Shares.

 

12

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund. 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.

 

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 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 November 30, 2022, the Fund did not hold any securities valued by an investment committee.

 

As described above, the Fund 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 Fund has the ability to access.

 

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 Fund’s 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.

 

13

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

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 the Fund’s investments as of November 30, 2022:

 

DESCRIPTION   LEVEL 1     LEVEL 2     LEVEL 3     TOTAL  
Sparkline Intangible Value ETF                                
Assets*                                
Common Stocks   $ 6,688,095     $ -     $ -     $ 6,688,095  
Investments Purchased with Proceeds from Securities Lending     5,573       -       -       5,573  
Money Market Funds     28,939       -       -       28,939  
Total Investments in Securities   $ 6,722,607     $ -     $ -     $ 6,722,607  

 

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

 

During the fiscal period ended November 30, 2022, the Fund 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.

 

B. Risks. Markets may perform poorly and the returns from the securities in which the 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.

 

Foreign securities may underperform U.S. securities and may be more volatile than U.S. securities. Risks relating to investments in foreign securities (including, but not limited to, depositary receipts and participation certificates) and to securities of issuers with significant exposure to foreign markets include: currency exchange rate fluctuation; less available public information about the issuers of securities; less stringent regulatory standards; lack of uniform accounting, auditing and financial reporting standards; and country risks including less liquidity, high inflation rates, unfavorable economic practices, political instability and expropriation and nationalization risks.

 

The risks of foreign securities typically are greater in emerging and less developed markets. For example, in addition to the risks associated with investments in any foreign country, political, legal and economic structures in these less developed countries may be new and changing rapidly, which may cause instability and greater risk of loss. These securities markets may be less developed and securities in those markets are generally more volatile and less liquid than those in developed markets. Investing in emerging market countries may involve substantial risk due to, among other reasons, limited information; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets as compared to those in developed countries; different clearing and settlement procedures and custodial services; and currency blockages or transfer restrictions. Emerging market countries also are more likely to experience high levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets. Certain emerging markets also may face other significant internal or external risks, including a heightened risk of war and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth of companies in those markets. Such markets may also be heavily reliant on foreign capital and, therefore, vulnerable to capital flight.

 

14

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

Quantitative Security Selection Risk . Data for some companies may be less available and/or less current than data for companies in other markets. The Sub-Adviser uses quantity models, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using a quantitative model could perform differently from the financial markets as a whole as a result of the characteristics used in the analysis, the weight placed on each characteristic and changes in the characteristic’s historical trends.

 

Machine Learning Risk . The Fund relies heavily on a proprietary “machine learning” selection process as well as data and information supplied by third parties that are utilized in that process. To the extent the machine learning process does not perform as designed or as intended, the Fund’s strategy may not be successfully implemented and the Fund may lose value. If the input data is incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities that would have been excluded or included had the data been correct and complete.

 

Alternative Data Risk . The Sub-Adviser employs so-called “alternative data,” which generally refers to data that is not the traditional exchange or accounting data that has been widely used by the mainstream investment industry. Risks associated with alternative data include the possibility of new legal and regulatory frameworks targeting the collection and use of the data or technological changes that may make the data less useful or available. There is also the possibility that the organizations providing alternative data may cease operations, change business models, or suffer temporary outages due to technical issues. Insider trading and “fair practice” laws are generally untested in this area. Investment decisions based on alternative data may be flawed for various reasons, such as incomplete, “dirty” or misunderstood data, or problems with the technology used to collect and analyze it.

 

Consumer Discretionary Sector Risk . The Fund will have exposure to companies operating in the consumer discretionary sector. The consumer discretionary sector may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income and consumer preferences, social trends and marketing campaigns.

 

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

 

C. 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 Fund isolates 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.

 

The 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 period end, resulting from changes in exchange rates.

 

15

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

D. Federal Income Taxes. The 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 the Fund. Therefore, no federal income tax provision is required. As of and during the fiscal period ended November 30, 2022, the Fund 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 November 30, 2022, the Fund did not have liabilities for any unrecognized tax benefits. The Fund would/will recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the fiscal period ended November 30, 2022, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. taxing authorities for the tax periods since the Fund’s commencement of operations.

 

The 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.

 

E. 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 Fund’s understanding of the applicable tax rules and regulations.

 

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

 

F. 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.

 

G. Share Valuation. The NAV per share of the 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 Fund’s 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 the Fund is equal to the Fund’s net asset value per share.

 

H. Guarantees and Indemnifications. In the normal course of business, the Fund enters 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. The 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 Fund.

 

I. 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. No reclassifications were made for the fiscal period ended November 30, 2022.

 

16

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

 

Empowered Funds, LLC d/b/a EA Advisers (the “Adviser”) serves as the investment adviser to the Fund. Pursuant to an investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser agrees to pay all expenses incurred by the Fund 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 (including tax-related services), interest (including borrowing costs), litigation expense (including class action-related services) 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.

 

Sparkline Capital LP (the “Sub-Adviser”) serves as a non-discretionary investment sub-adviser to the Fund. Pursuant to an investment sub-advisory agreement (the “Sub-Advisory Agreement”) among the Trust, the Adviser and the Sub-Adviser, the Sub-Adviser is responsible for determining the investment exposures for the Fund, subject to the overall supervision and oversight of the Adviser and the Board.

 

At a Board meeting held on June 22, 2021, the Board of Trustees of the Trust (the “Trustees”) including each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act, approved the Advisory Agreement. Per the Advisory Agreement, the Fund pays an annual rate of 0.50% to the Adviser monthly based on average daily net assets. A description of the Board’s consideration is included in this report.

 

NOTE 4 – SECURITIES LENDING

 

On October 1, 2021, the Board approved the use of securities lending by the Trust. The Fund may lend up to 33⅓% of the value of the securities in its portfolio 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 Fund receives compensation in the form of fees and earns 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 Fund continues 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 Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand.

 

17

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

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 Fund 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 Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the Securities Lending Agent.

 

As of the end of the current fiscal period, the values of the securities on loan and payable for collateral due to broker for the Fund were as follows:

 

    Value of     Payable for  
    Securities     Collateral  
    on Loan     Received*  
Sparkline Intangible Value ETF   $ 5,943     $ 5,573  

 

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

 

Sparkline Intangible Value ETF   $ 412  

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

For the fiscal period ended November 30, 2022, purchases and sales of securities for the Fund, excluding short-term securities and in-kind transactions, were as follows:

 

    Purchases     Sales  
Sparkline Intangible Value ETF   $ 1,287,644     $ 1,174,418  

 

For the fiscal period ended November 30, 2022, in-kind transactions associated with creations and redemptions were as follows:

 

    Purchases     Sales  
Sparkline Intangible Value ETF   $ 2,771,061     $ 373,542  

 

18

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

For the fiscal period ended November 30, 2022, short-term and long-term gains on in-kind transactions were as follows:

 

    Short Term     Long Term  
Sparkline Intangible Value ETF   $ (25,856 )   $ -  

 

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

 

NOTE 6 – TAX INFORMATION

 

The components of tax basis cost of investments and net unrealized appreciation (depreciation) for federal income tax purposes at November 30, 2022 were as follows:

 

    Sparkline Intangible
Value ETF
 
Tax cost of Investments   $ 4,868,668  
Gross tax unrealized appreciation     118,504  
Gross tax unrealized depreciation     (711,839 )
Net tax unrealized appreciation (depreciation)   $ (593,335 )
Undistributed ordinary income     14,539  
Undistributed long-term gain     -  
Total distributable earnings     14,539  
Other accumulated gain (loss)     (7,799 )
Total accumulated gain (loss)   $ (586,595 )

 

Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

 

The difference between book and tax-basis cost is attributable to the realization for tax purposes of unrealized gains on investments in REITs, partnerships, passive foreign investment companies and wash sales. 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 the Fund’s next taxable year.

 

For the fiscal period ended May 31, 2022, the Fund did not defer any qualified late year losses.

 

At May 31, 2022, the Fund had the following capital loss carryforwards:

 

    Unlimited
Short-Term
    Unlimited
Long-Term
 
Sparkline Intangible Value ETF   $ (7,800 )   $ -  

 

19

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2022 (UNAUDITED)

 

 

NOTE 7 – DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid by the Fund during the fiscal period ended November 30, 2022 and fiscal period ended May 31, 2022 were as follows:

 

    Fiscal Period Ended
November 30,
2022
    Fiscal Period Ended
May 31,
2022
 
    Ordinary Income     Ordinary Income  
Sparkline Intangible Value ETF   $ -     $ 8,097  

 

NOTE 8 – SUBSEQUENT EVENTS

 

In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. There were no transactions that occurred during the period subsequent to November 30, 2022, that materially impacted the amounts or disclosures in the Fund’s financial statements.

 

20

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

EXPENSE EXAMPLE

NOVEMBER 30, 2022 (UNAUDITED )

 

 

As a shareholder of Sparkline Intangible Value 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 the 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 (June 1, 2022 to November 30, 2022).

 

Actual Expenses

 

The first line of the 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 June 1, 2022 to November 30, 2022” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the Fund’s and 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 Fund shares. Therefore, the second line of the 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 information assumes the reinvestment of all dividends and distributions.

 

   

Annualized
Expense
Ratio

   

Beginning
Account Value
June 1,
2022

   

Ending
Account Value
November 30,
2022

   

Expenses Paid
During Period
June 1, 2022
to
November 30,
2022

 
Sparkline Intangible Value ETF 1                              
Actual   0.50%   $ 1,000.00     $ 965.00       2.46  
Hypothetical (5% annual return before expenses)   0.50%     1,000.00       1,022.56       2.54  

 

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 183/365, to reflect the one-half year period.

 

21

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

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 (the “Fund”), 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 the 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 the Fund’s particular risks, but not to eliminate all adverse impacts of liquidity risk, which would be incompatible with the nature of the Fund.

 

The Trust’s Board of Trustees has designated the Chief Executive Officer of the Adviser as the Program Administrator, responsible for administering the Program and its policies and procedures.

 

At the July 26, 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 Fund 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 the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

 

22

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

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). 34 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); Founder, Michael S. Pagano, LLC (business consulting firm) (2008 – present); 34

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). 34 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). 34 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).

 

23

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

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, Alpha Architect (2021 – Present), Chief Compliance Officer, Snow Compliance (2015 – 2021)

Patrick R. Cleary

Born: 1982

Secretary Since 2015 Chief Operating Officer and Managing Member, Alpha Architect, LLC (2014 – present); Chief Executive Officer of EA Advisers (2021 – 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)

 

24

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

BOARD REVIEW AND APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENT (UNAUDITED)

 

 

The Board (the members of which are referred to as “Trustees”) of the EA Series Trust (the “Trust”) met virtually on June 22, 2021 to consider the approval of Advisory Agreement between the Trust, on behalf of the Sparkline Intangible Value ETF (the “Fund”), and Empowered Funds, LLC (the “Adviser”), as well as to consider the approval of the Sub-Advisory Agreement between the Adviser and Sparkline Capital LP (the “Sub-Adviser”). In accordance with Section 15(c) of the 1940 Act, the Board requested, reviewed and considered materials furnished by the Adviser and Sub-Adviser relevant to the Board’s consideration of whether to approve the Advisory Agreement and Sub-Advisory Agreement. In connection with considering approval of both the Advisory Agreement and Sub-Advisory Agreement, the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”), met in executive session with counsel to the Trust, who provided assistance and advice. In reaching the decision to approve both the Advisory Agreement and Sub-Advisory Agreement, the Board considered and reviewed information provided by the Adviser and Sub-Adviser, including among other things information about its personnel, operations, financial condition, and compliance and risk management. The Board also reviewed copies of the proposed Advisory Agreement and Sub-Advisory Agreement. During their review and consideration, the Board focused on and reviewed the factors they deemed relevant, including:

 

Nature, Quality and Extent of Services. The Board was presented and considered information concerning the nature, quality and extent of the overall services expected to be provided by the Adviser to the Fund. In this connection, the Board considered the responsibilities of the Adviser, recognizing that the Adviser had invested significant time and effort in structuring the Trust and the Fund, obtaining the necessary exemptive relief from the Securities and Exchange Commission (“SEC”) and arranging service providers for the Fund. In addition, the Board considered that, the Adviser is responsible for providing investment advisory services to the Fund, monitoring compliance with the Fund’s objectives, policies and restrictions, and carrying out directives of the Board. The Board also considered the services expected to be provided by the Adviser in the oversight of the Trust’s administrator, transfer agent and custodian. In addition, the Board evaluated the integrity of the Adviser’s and Sub-Adviser’s personnel, the experience of the portfolio management team in managing assets and the adequacy of the Adviser’s and Sub-Adviser’s resources. In addition, the Board evaluated the integrity of each of the Adviser’s and Sub-Advisers’ personnel, the experience of the portfolio management team in managing assets and the adequacy of each of the Adviser’s and Sub-Adviser’s resources. The Board also considered the Adviser’s ongoing oversight responsibilities of the Sub-Adviser and the adequacy of the Adviser’s resources. The Board considered that the Sub-Adviser would provide its services as a non-discretionary investment sub-adviser and that the Adviser would be each the Fund’s discretionary investment adviser and responsible for all trading and compliance for the Fund.

 

Performance. Performance information was not available for the Fund as it had not yet commenced operations.

 

Comparative Fees and Expenses. In considering the advisory fee and sub-advisory fee, the Board reviewed and considered the fees in light of the nature, quality and extent of the services expected to be provided by the Adviser and the Sub-Adviser, respectively. With respect to the advisory fee and expense ratio for the Fund, the Board also considered the fees and expense ratios versus the fees and expenses charged to other exchange-traded funds and mutual funds. The Board noted that there were no directly comparable passively managed and actively managed ETFs or mutual funds using as strategy comparable to the proposed strategy, and it was therefore difficult to compare the Fund’s management fee and estimated expenses with the fees and expenses of other passively managed and actively managed ETFs and mutual funds. With respect to the sub-advisory fee, the Board noted that they were payable solely out of the unitary management fee payable to the Adviser.

 

The Board considered, among other information, the data provided in the third-party report. Fee information was provided in quartiles, ranging from quartile one (the least expensive) to quartile four (the most expensive). The Board considered the third-party peer group analysis that included comparison of the Fund’s anticipated net expense ratio against funds that were both exchanged-traded funds and mutual funds. The Fund’s total expense ratio (for both gross and net fees) was in the second quartile for ETFs and the first quartile for mutual funds. The Fund’s management fee was in the third quartile for ETFs and the first quartile for mutual funds. The Board determined that the Fund’s proposed fee level was reasonable.

 

25

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

BOARD REVIEW AND APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENT (UNAUDITED)

 

 

Costs and Profitability. The Board further considered information regarding the potential profits, if any, that may be realized by each of the Adviser and Sub-Adviser in connection with providing their respective services to the Fund. The Board reviewed estimated profit and loss information provided by the Adviser with respect to the Fund and estimated data regarding the proposed Sub-Advisory fee and the costs associated with the personnel, systems and equipment necessary to manage the Fund and to meet the regulatory and compliance requirements adopted by the SEC and other regulatory bodies as well as other expenses the Adviser would pay in accordance with the Advisory Agreement. The Board also took into consideration that the Adviser agreed to pay all expenses incurred by the Fund except for the fees 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. The Board also considered the respective financial obligations of the Adviser and the Sub-Adviser, as sponsor of the Fund. The Board also considered the ownership structure of the Sub-Adviser and the assets committed by the ownership group to support the Fund.

 

Other Benefits. The Board further considered the extent to which the Adviser or Sub-Adviser might derive ancillary benefits from Fund operations. For example, the Adviser and Sub-Adviser may engage in soft dollar transactions in the future, although it did not currently plan to do so. In addition, the Adviser may benefit from continued growth in the Trust by potentially negotiating better fee arrangements with key vendors serving all of the funds in the Trust.

 

Economies of Scale. The Board also considered whether economies of scale would be realized by the Fund as it its assets grow, including the extent to which this is reflected in the level of fees to be charged. The Board noted that the advisory and sub-advisory fees for the Fund do not include breakpoints but concluded that it was premature to meaningfully evaluate potential economies of scale.

 

Conclusion. No single factor was determinative of the Board’s decision to approve both the Advisory Agreement and Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, approved both the Advisory Agreement and Sub-Advisory Agreement, including the compensation payable under the Agreements.

 

26

 

 

SPARKLINE INTANGIBLE VALUE ETF

 

INFORMATION ABOUT PORTFOLIO HOLDINGS (UNAUDITED)

 

 

The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Fund’s Form N-PORT is 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. The Fund’s portfolio holdings are posted on its website at https://etf.sparklinecapital.com/itan/.

 

INFORMATION ABOUT PROXY VOTING (UNAUDITED)

 

 

A description of the policies and procedures the Fund uses 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 Fund’s website at https://etf.sparklinecapital.com/itan/.

 

When available, information regarding how the Fund’s 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 the Fund trades on an exchange at a price above (i.e., at premium) or below (i.e., at a discount) the NAV of the Fund is available, without charge, on the Fund’s website at https://etf.sparklinecapital.com/itan/.

 

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.

 

27

 

 

Adviser

Empowered Funds, LLC d/b/a EA Advisers

19 East Eagle Road

Havertown, Pennsylvania 19083

 

Sub-Adviser

Sparkline Capital LP

11 Hoyt Street, 23G

Brooklyn, New York 11201

 

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. Bank Global Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

Independent Registered Public Accounting Firm

Spicer Jeffries LLP

4601 DTC Boulevard, Suite 700

Denver, Colorado 80237

 

Legal Counsel

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310

Leawood, Kansas 66211

 

Sparkline Intangible Value ETF

Symbol – ITAN

CUSIP – 02072L771