Gadsden Dynamic Multi-Asset ETF

 

 

Annual Report

 

September 30, 2022

 

 

 

 

 

 

 

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

TABLE OF CONTENTS

 

    Page
Letter to Shareholders   1 – 4
Performance Summary and Portfolio Allocation   5 – 6
Index Overview   7
Schedule of Investments   8 – 9
Statement of Assets and Liabilities   10
Statement of Operations   11
Statement of Changes in Net Assets   12
Financial Highlights   13
Notes to Financial Statements   14 – 21
Report of Independent Registered Public Accounting Firm   22 – 23
Expense Example   24
Liquidity Risk Management Program   25
Federal Tax Information   26
Management of the Fund   27 – 28
Board Review and Approval of Advisory and Sub-Advisory Contracts   29 – 30
Information About Portfolio Holdings   31
Information About Proxy Voting   31
Privacy Policy   31

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

LETTER TO SHAREHOLDERS

SEPTEMBER 30, 2022

 

 

Gadsden, LLC

656 E Swedesford Road

Suite 301

Wayne, PA 19087

484-580-2277

www.gadsdenfunds.com

 

Gadsden Dynamic Multi-Asset ETF

 

Letter to Shareholders

 

Dear Shareholder,

 

The Gadsden team is pleased to provide you with the Gadsden Dynamic Multi Asset ETF (symbol: GDMA) (“GDMA”) annual report, dated September 30, 2022. This report refers to GDMA’s performance for the period October 1, 2021 thru September 30, 2022 (the “Period”).

 

The Period delivered a combination of macro extremes not witnessed in over four decades. Inflation pushed to levels last seen in the early 1980s. When these inflation pressures first materialized in 2021, both the Federal Reserve (the “Fed”) and the majority of investors expected these pressures to be transitory—induced by Covid related supply chain disruptions that would soon relax. But when inflation continued to accelerate in early 2022, both the Fed and markets got the memo that inflation was now far stickier and problematic than originally expected. The Russian invasion of the Ukraine in February of 2022 only exacerbated a surge in commodity prices that was already underway. In March, the Fed commenced it fastest and most aggressive tightening campaign since Paul Volcker. By September of 2022 the Fed had raised rates nine times while simultaneously initiating a shrinking of its balance sheet (i.e. quantitative tightening). This remarkable squeeze on liquidity was the primary culprit in the dramatic bond and stock declines investors have thus far weathered in 2022.

 

Our strategic and tactical positioning over the Period produced single-digit results during this tumultuous period for stocks and bonds. Positive contributors to this performance included inverse bond and equity hedges as well as long commodity and related exposures which benefited from the inflationary environment. Conversely, though underweight equity and bond risk, the Fund experienced losses in a variety of equity and bond positions.

 

GDMA’s total return performance for the twelve-month period ending September 30, 2022 was +5.70% measured in the market price of the Fund and +5.87% measured in net asset value (“NAV”). By comparison, GDMA’s benchmark, the 60%/40% blend of Dow Jones Global Index Total Return and ICE BofA 0-3 Month Treasury Bill Index (“Blended Benchmark”), returned -12.63% for the same period.

 

Looking ahead, we believe there is a high likelihood of a global recession in 2023. The tightening of financial conditions in 2022 has been about as fast and severe as in any time in US history. The corresponding dramatic rise in bond yields has caused equity valuations to be re-rated lower. What equities are not yet pricing in is the possibility of a material decline in earnings that a recession could potentially induce. We believe Fed tightening thus far is now sufficient to begin slowing inflation. Nonetheless, inflation responds to financial tightening with a lag. We believe the Fed must engineer a material slowdown in economic growth to break the back of inflation. The biggest question is will they be willing to see this task through if unemployment is quickly rising but inflation remains above target? Our view is that the performance of both stocks and bonds will depend heavily on how the Fed chooses to balance its growth and employment objectives versus its inflation mandate. We think it is unlikely they will be able to manage both, simultaneously. Given this, we expect the year ahead to be a uniquely good environment for tactical risk management.

 

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

LETTER TO SHAREHOLDERS ( continued )

SEPTEMBER 30, 2022

 

 

The Gadsden team is honored to continue serving your investment needs and thank you for your continued trust in GDMA.

 

/s/ Kevin Harper

 

Kevin Harper

Chief Investment Officer

 

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

LETTER TO SHAREHOLDERS ( continued )

SEPTEMBER 30, 2022

 

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted.

 

Shares are bought and sold at market price (not at net asset value (“NAV”)), and are not individually redeemed from the Funds. Market price returns are based upon the midpoint of the bid/ask spread at the close of the exchange and does not represent the returns an investor would receive if shares were traded at other times. Brokerage commissions will reduce returns. NAVs are calculated using prices as of the close of regular trading on the exchange, normally 4:00 p.m. Eastern Time.

 

Any offering must be preceded or accompanied by a prospectus.

 

Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice. Current and future portfolio holdings are subject to change and risk. Please refer to the Schedule of Investments contained in this report for a full listing of Fund holdings.

 

An investment in the Fund is subject to numerous risks, including possible loss of principal. The Fund is actively managed and does not seek to replicate a specified index. The Fund is subject to the following principal risks, among others:

 

Equity investing risk : An investment in the Fund involves risks similar to those of investing in any fund holding equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.

 

Foreign investment risk : Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities. Investments in or exposures to foreign securities are subject to special risks, including risks associated with foreign securities generally, such as differences in information available about issuers of securities and investor protection standards applicable in other jurisdictions.

 

Fixed Income Securities Risk. Changes in interest rates generally will cause the value of fixed-income and bond instruments held by the Fund to vary inversely to those 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 some fluctuation, particularly when the next interest rate adjustment on the security is further away in time or adjustments are limited in amount over time.

 

The Fund may invest in short-term securities that, when interest rates decline, affect the Fund’s value as these securities mature or are sold and the Fund 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.

 

In addition, the Fund may invest in various fixed income and floating rate securities, including high-yield (junk) bond securities, inflation-linked securities, Sovereign debt securities, and U.S. Government obligations) that are subject to additional risks. Those risks may be material and the risks differ for each of the types of underlying investments. An overview of some of the fixed income and floating rate risks is under the heading - Additional Information about the Fund’s Investment Objective and Strategies.

 

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

LETTER TO SHAREHOLDERS (CONTINUED)

SEPTEMBER 30, 2022

 

 

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

 

Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

 

Commodities Risk. If the Fund invests in physical commodities, those investments will subject the Fund to greater volatility than investments in traditional securities, like stocks and bonds. Investing in physical commodities, including through exchange-traded commodities (“ETCs”) or indirectly through commodity-linked derivative instruments, such as commodity-linked futures, forwards, and swaps, is speculative and can be extremely volatile. The commodities markets may fluctuate rapidly based on a variety of factors, including overall market movements; economic events and policies; changes in interest rates or inflation rates; changes in monetary and exchange control programs; war; acts of terrorism; natural disasters; and technological developments. Variables like disease, drought, floods, weather, trade, embargoes, tariffs, and other political events may have a larger impact on commodity prices than on traditional securities. The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or consuming regions.

 

Because some commodities may be produced in a limited number of countries and may be controlled by a small number of producers, political, economic, and supply-related events in those countries could have a disproportionate impact on the prices of those commodities. These factors may affect the value of the Fund in varying ways, and different factors may cause the value and the volatility of the Fund to move in inconsistent directions at inconsistent rates. The current or “spot” prices of physical commodities may also affect, in a volatile and inconsistent manner, the prices of futures contracts in respect of the relevant commodity. The Fund’s exposure to physical commodities, ETCs, and other commodity-related investments presents tax risks because income and gains from these investments are treated as non-qualifying income for purposes of the Fund’s qualification as a regulated investment company, the Fund might fail to qualify as a regulated investment company, and be subject to federal income tax at the Fund level.

 

U.S. Government Obligations Risk. Obligations of U.S. Government agencies and authorities receive varying levels of support and may not be backed by the full faith and credit of the U.S. Government, which could affect the Fund’s ability to recover should they default. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so. Additionally, market prices and yields of securities supported by the full faith and credit of the U.S. government or other countries may decline or be negative for short or long periods of time.

 

Cash and cash equivalents risk : Holding cash or cash equivalents rather than securities or other instruments in which the Fund primarily invests may cause the Fund to miss opportunities to participate in market appreciation.

 

Please refer to the prospectus for additional risk information.

 

The Dow Jones Global Index Total Return measures the performance of stocks that trade globally, targeting 95% coverage of markets open to foreign investment (and incorporates the reinvestment of cash distributions, such as dividends and interest). It is float market cap weighted. It is quoted and calculated in U.S. Dollars. The BofA Merrill Lynch U.S. T-Bill 0-3 Month Index tracks the performance of the U.S. dollar denominated U.S. Treasury Bills publicly issued in the U.S. domestic market with a remaining term to final maturity of less than 3 months. It is not possible to invest directly in an index.

 

The Fund is distributed by Quasar Distributors, LLC.

 

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

Gadsden Dynamic Multi-Asset ETF
Growth of $10,000 (Unaudited)

 

 

    Average Annual Return*  
          Since Inception  
    1 Year     (November 14,
2018)
 
Gadsden Dynamic Multi-Asset ETF   5.87%     8.79%  
60% Dow Jones Global Index/40% ICE BofA 0-3 Month Treasury   (12.63%)     3.97%  
ICE BofA 0-3 Month US Treasury Bill Index   0.66%     0.96%  

 

See “Index Overview” section for a description of the Index.

 

* This chart assumes an initial gross investment of $10,000 made on November 14, 2018. Returns shown include the dividends. Past performance does not guarantee future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost.

 

5

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

Tabular Presentation of Schedule of Investments
As of September 30, 2022 (Unaudited)
Gadsden Dynamic Multi-Asset ETF

 

Sector 1   % Net
Assets
 
Investment Companies   92.6% 2  
Energy   2.0%  
Consumer Discretionary   1.5%  
Health Care   1.0%  
Consumer Staples   1.0%  
Utilities   0.8%  
Industrials   0.5%  
Other 3   0.6%  
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.

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

INDEX OVERVIEW

SEPTEMBER 30, 2022 (UNAUDITED)

 

 

Dow Jones Global Index

 

The Dow Jones Global Index measures the performance of stocks that trade globally, targeting 95% coverage of markets open to foreign investment. It is a float market cap weighted. It is quoted and calculated in U.S. Dollars.

 

ICE BofA 0-3 Month US Treasury Bill Index

 

The BofA 0-3 Month US Treasury Bill Index tracks the performance of the U.S. dollar denominated U.S. Treasury Bills. Publicly issued in the U.S. domestic market with a remaining term to final maturity of less than 3 months. It is not possible to invest directly in an index.

 

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Gadsden Dynamic Multi-Asset ETF
Schedule of Investments
September 30, 2022

 

Shares         Value  
COMMON STOCKS - 6.8%      
Aerospace & Defense - 0.5%       
  1,717     Lockheed Martin Corp.   $ 663,260  
                 

Coal & Consumable Fuels - 0.5% 

     
  24,369     Cameco Corp. ADR (a)     646,022  
                 
Electric Utilities - 0.4%       
  6,851     Duke Energy Corp.     637,280  
                 
General Merchandise Stores - 1.0%       
  2,932     Dollar General Corp.     703,269  
  4,963     Dollar Tree, Inc. (b)     675,464  
              1,378,733  
Hypermarkets & Super Centers - 0.5%       
  5,460     Walmart, Inc.     708,162  
                 
Internet & Direct Marketing Retail - 0.5%       
  43,537     Coupang, Inc. (b)     725,762  
                 
Managed Health Care - 0.5%       
  1,406     UnitedHealth Group, Inc.     710,086  
                 
Multi-Utilities - 0.4%       
  7,969     Ameren Corp.     641,903  
                 
Oil & Gas Exploration & Production - 1.0%       
  6,418     ConocoPhillips     656,818  
  17,337     EQT Corp.     706,483  
              1,363,301  
Oil & Gas Storage & Transportation - 0.5%       
  4,578     Cheniere Energy, Inc.     759,536  
                 
Pharmaceuticals - 0.5%       
  2,314     Eli Lilly & Co.     748,232  
                 
Soft Drinks - 0.5%       
  4,199     PepsiCo, Inc.     685,529  
        TOTAL COMMON STOCKS (Cost $9,247,807)     9,667,806  
                 
INVESTMENT COMPANIES - 92.6%       
  22,782     AXS Short Innovation ETF (b)     1,409,522  
  349,862     Invesco DB US Dollar Index Bullish Fund (b)(c)     10,548,339  
  512,742     iShares 0-3 Month Treasury Bond ETF     51,412,640  
  328,382     ProShares Short 20+ Year Treasury (b)(c)     7,322,919  
  50,485     ProShares Short 7-10 Treasury (b)(c)     1,446,900  
  540,314     ProShares Short Russell 2000 (b)     14,242,677  
  393,256     ProShares UltraPro Short S&P 500 (b)(c)     8,816,800  
  389,746     SPDR Bloomberg 1-3 Month T-Bill ETF     35,700,734  
  46,532     Xtrackers MSCI Europe Hedged Equity ETF     1,393,633  
        TOTAL INVESTMENT COMPANIES (Cost $129,593,362)     132,294,164  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 11.6%      
  16,571,734     First American Government Obligations Fund - Class X, 2.77% (d)   16,571,734  
        TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $16,571,734)     16,571,734  

 

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

 

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Gadsden Dynamic Multi-Asset ETF
Schedule of Investments (Continued)
September 30, 2022

 

Shares         Value  
MONEY MARKET FUNDS - 0.6%      
  838,182     First American Government Obligations Fund - Class X, 2.77% (d)   $ 838,182  
        TOTAL MONEY MARKET FUNDS (Cost $838,182)     838,182  
                 
        TOTAL INVESTMENTS (Cost $156,251,085) - 111.6%     159,371,886  
        Other Liabilities in Excess of Assets - (11.6%)     (16,603,834 )
        TOTAL NET ASSETS - 100.0%   $ 142,768,052  

 

Percentages are stated as a percent of net assets.

 

ADR - American Depository Receipt

 

(a) Foreign issued security.
(b) Non-Income producing security.
(c) This security or a portion of this security was out on loan as of September 30, 2022. Total loaned securities had a market value of $16,553,078 as of September 30, 2022.
(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.

 

9

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF
   
STATEMENT OF ASSETS AND LIABILITIES  
September 30, 2022  

 

    Gadsden Dynamic Multi-Asset ETF  
Assets:        
Investments in securities, at value   $ 159,371,886  
Dividends and interest receivable     13,806  
Securities lending income receivable (Note 4)     23,216  
Total assets     159,408,908  
Liabilities:        
Due to securities lending agent (Note 4)     16,571,734  
Accrued investment advisory fees     69,122  
Total liabilities     16,640,856  
Net Assets   $ 142,768,052  
         
Net Assets Consist of:        
Capital stock   $ 144,499,395  
Total distributable earnings (accumulated deficit)     (1,731,343 )
Net Assets:   $ 142,768,052  
         
Calculation of Net Asset Value Per Share:        
Net Assets   $ 142,768,052  
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value)     4,400,000  
Net Asset Value per Share   $ 32.45  
         
Cost of Investments in Securities   $ 156,251,085  

 

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

 

10

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF
   
STATEMENT OF OPERATIONS  
For the Year Ended September 30, 2022  

 

    Gadsden Dynamic Multi-Asset ETF  
Investment Income:        
Dividend income from affiliates   $ 39,974  
Non-affiliated dividend income (net of foreign withholding tax of $3,239)     3,816,320  
Securities lending income     169,446  
Interest income     26,875  
Total investment income     4,052,615  
         
Expenses:        
Investment advisory fees     763,455  
Total expenses     763,455  
         
Net investment income     3,289,160  
       
Realized and Unrealized Gain (Loss) on Investments:        
Net realized gain on:        
Affiliated investments     455,777  
Unaffiliated investments     416,048  
Foreign currency     6,619  
      878,444  
Net change in unrealized appreciation (depreciation) on:        
Affiliated investments     (251,641 )
Unaffiliated investments     3,127,020  
      2,875,379  
Net realized and unrealized gain on investments:     3,753,823  
Net Increase in Net Assets Resulting from Operations   $ 7,042,983  

 

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

 

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GADSDEN DYNAMIC MULTI-ASSET ETF
   
STATEMENT OF CHANGES IN NET ASSETS  

 

    Gadsden Dynamic
Multi-Asset ETF
 
    Year Ended
September 30,
2022
    Period Ended
September 30,
2021
 
Increase (Decrease) in Net Assets from:                
Operations:                
Net investment income   $ 3,289,160     $ 730,235  
Net realized gain on investments     878,444       17,458,019  
Net change in unrealized appreciation (depreciation) on investments     2,875,379       (9,472,366 )
Net increase in net assets resulting from operations     7,042,983       8,715,888  
                 
Distributions to Shareholders:                
Net investment income     (2,164,740 )     (658,286 )
Return of capital     -       (84,621 )
Total distributions     (2,164,740 )     (742,907 )
                 
Capital Share Transactions:                
Proceeds from shares sold     246,613,748       185,231,199  
Payments for shares redeemed     (225,728,548 )     (159,671,241 )
Transaction fees (See Note 1)     -       192  
Net increase in net assets derived from net change in capital share transactions     20,885,200       25,560,150  
Net Increase in Net Assets     25,763,443       33,533,131  
Net Assets:                
Beginning of year     117,004,609       83,471,478  
End of year   $ 142,768,052     $ 117,004,609  
                 
Changes in Shares Outstanding                
Shares outstanding, beginning of year     3,750,000       2,950,000  
Shares sold     7,700,000       5,880,000  
Shares repurchased     (7,050,000 )     (5,080,000 )
Shares outstanding, end of year     4,400,000       3,750,000  

 

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

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

FINANCIAL HIGHLIGHTS

For the Year Ended September 30, 2022

 

 

    Net Asset Value,
Beginning of
Period
  Net Investment
Income (1)
  Net Realized
and Unrealized
Gains on
Investments
  Net Increase in
Net Asset Value
Resulting from
Operations
  Distributions from Net
Investment
Income
  Distributions
from Realized
Gains
  Return of
Capital
Distribution
  Total
Distributions
  Transaction
Fees
(See Note 1)
  Net
Asset
Value,
End of
Period
  Total
Return (2)
  Net
Assets,
End of
Period
(000’s)
  Net
Expenses (3)(4) (6)
  Net Investment
Income (3)
  Portfolio
Turnover
Rate (5)
 
Gadsden Dynamic Multi-Asset ETF                                                              
Year Ended September 30, 2022   $31.20   0.81   1.01   1.82   (0.57)   -   -   (0.57)   -   $32.45   5.87%   $142,768   0.59%   2.54%   219%  
November 1, 2020 to September 30, 2021   $28.30   0.21   2.91   3.12   (0.19)   -   (0.03)   (0.22)   (0.00) (7)   $31.20   10.13%   $117,005   0.59%   0.73%   99%  
Year Ended October 31, 2020  (8)   $25.99   0.24   2.68   2.92   (0.28)   (0.33)   -   (0.61)   (0.00) (7)   $28.30   11.46%   $83,471   0.59%   0.91%   536%  
November 14, 2018 (9) to October 31, 2019   $25.00   0.47   0.95   1.42   (0.43)   -   -   (0.43)   (0.00) (7)   $25.99   5.79%   $30,542   0.59%   1.95%   369%  

 

(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) Rounds to less than $.005.
(8) Gadsden Dynamic Multi-Asset ETF previously used an October 31st fiscal year end. The Fund moved to the EA Series Trust on November 2, 2020 and currently uses a September 30th fiscal year end.
(9) Commencement of operations.

 

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

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2022

 

 

NOTE 1 – ORGANIZATION

 

Gadsden Dynamic Multi-Asset 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 commenced operations on November 14, 2018 and became a series of the Trust via a merger on November 2, 2020. 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 total return.

 

The Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by investing in asset classes that the Fund’s portfolio managers believe offer the most attractive combined risk/return opportunities. The term “asset classes” generally includes, among others, U.S. equities, foreign securities, currencies, bonds, and real estate investment trusts (REITs). Generally, the Sub-Adviser selects investments for the Fund’s portfolio based on its long-term view of macroeconomic factors. That is considered a “strategic” approach. Through that approach, the Fund’s portfolio will generally have exposure to a variety of asset classes, geographies, and market capitalizations. Additionally, for a portion of the Fund’s portfolio, the Sub-Adviser may seek to change the Fund’s investment portfolio based on its short-term view of the markets, which is referred to as a “tactical” approach.

 

Shares of the Gadsden Dynamic Multi-Asset ETF are listed and traded on 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.

 

14

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

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 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 September 30, 2022, the Fund did not hold any “fair valued” securities.

 

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.

 

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.

 

15

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

The following is a summary of the fair value classification of the Fund’s investments as of September 30, 2022:

 

DESCRIPTION   LEVEL 1     LEVEL 2     LEVEL 3     TOTAL  
Gadsden Dynamic Multi-Asset ETF                                
Assets*                                
Common Stocks   $ 9,667,806     $ -     $ -     $ 9,667,806  
Investment Companies     132,294,164       -       -       132,294,164  
Investments Purchased with Proceeds from Securities Lending     16,571,734       -       -       16,571,734  
Money Market Funds     838,182       -       -       838,182  
Total Investments in Securities   $ 159,371,886     $ -     $ -     $ 159,371,886  

 

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

 

During the fiscal year ended September 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 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.

 

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.

 

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

 

16

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

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 year-end, resulting from changes in exchange rates.

 

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 a Fund. Therefore, no federal income tax provision is required. As of and during the fiscal year ended September 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 year ended September 30, 2022, the Fund 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 Statement of Operations. During the fiscal year ended September 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 Statement of Operations. The amount of foreign tax owed, if any, is included in “Payable for foreign taxes” on the accompanying Statement 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 Funds’ understanding of the applicable tax rules and regulations.

 

Distributions to shareholders from net investment income and from net realized gains on securities for the Fund 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.

 

17

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

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. 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 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. In addition, the Fund’s realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital. For the fiscal year ended September 30, 2022 the following table shows the reclassifications made:

 

    Undistributed Net
Investment
Gain (Loss)
    Accumulated Net
Realized
Gain (Loss)
    Paid in
Capital
 
Gadsden Dynamic Multi-Asset ETF   $ (251,654 )   $ (8,064,606 )   $ 8,316,260  

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Empowered Funds, LLC (the “Adviser”) serves as the investment adviser to the Funds. 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 expenses (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.

 

Gadsden, LLC, 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.

 

18

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

At a Board meeting held on September 26, 2022, 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 (the “Independent Trustees”), approved the continuance of the Advisory Agreement for an additional annual term. Per the Advisory Agreement, the Fund pays an annual rate of 0.59% to the Adviser monthly based on average daily net assets. In addition, the Trustees, including all the Independent Trustees, approved the continuation of the sub-advisory agreement for an additional annual period. 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. 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.

 

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 year, 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 year, 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*  
Gadsden Dynamic Multi-Asset ETF   $ 16,553,078     $ 16,571,734  

 

* 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 year, was as follows:

 

Gadsden Dynamic Multi-Asset ETF   $ 169,446  

 

19

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

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

 

    Purchases     Sales  
Gadsden Dynamic Multi-Asset ETF   $ 472,169,825     $ 274,984,165  

 

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

 

    Purchases     Sales  
Gadsden Dynamic Multi-Asset ETF   $ 49,221,836     $ 224,488,755  

 

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

 

    Short Term     Long Term  
Gadsden Dynamic Multi-Asset ETF   $ 5,344,554     $ 2,982,779  

 

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

 

NOTE 6 – TRANSACTIONS WITH AFFILIATES

 

The Gadsden Dynamic Multi-Asset ETF’s transactions with affiliates represent holdings for which it and the Alpha Architect ETFs have the same investment adviser. The Gadsden Dynamic Multi-Asset ETF had the following transactions with such affiliated investee funds during the fiscal year ended September 30, 2022:

 

    Alpha Architect U.S. Quantitative Value ETF  
Value, Beginning of Period   $ 3,473,210  
Purchases     1,714,668  
Proceeds from Sales     (5,392,014 )
Net Realized Gains (Losses)     455,777  
Change in Unrealized Appreciation (Depreciation)     (251,641 )
Value, End of Period     -  
Dividend Income     39,974  

 

    Alpha Architect U.S. Quantitative Value ETF  
Shares, Beginning of Period     101,541  
Number of Shares Purchased     46,216  
Number of Shares Sold     (147,757)  
Shares, End of Period     -  

 

20

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2022

 

 

NOTE 7 – TAX INFORMATION

 

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

 

    Gadsden Dynamic
Multi-Asset ETF
 
Tax cost of Investments   $ 156,183,873  
Gross tax unrealized appreciation     3,588,279  
Gross tax unrealized depreciation     (400,265 )
Net tax unrealized appreciation (depreciation)     3,188,014  
Undistributed ordinary income     990,901  
Undistributed long-term gain     -  
Total distributable earnings   $ 990,901  
Other accumulated gain (loss)   $ (14,226,518 )
Total accumulated gain (loss)   $ (10,047,603 )

 

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 each Fund’s next taxable year.

 

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

 

At September 30, 2022, the Fund had the following capital loss carryforwards:

 

    Unlimited
Short-Term
    Unlimited
Long-Term
 
Gadsden Dynamic Multi-Asset ETF   $ (14,087,460 )   $ (139,058 )

 

NOTE 8 – DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid by the Fund during the fiscal period ended September 30, 2021 and fiscal year ended September 30, 2022, were as follows:

 

    Fiscal Period Ended
September 30,
2022
    Fiscal Period Ended
September 30,
2021
 
    Ordinary
Income
    Ordinary
Income
    Return of
Capital
 
Gadsden Dynamic Multi-Asset ETF   $ 2,164,740     $ 658,286     $ 84,621  

 

NOTE 9 – SUBSEQUENT EVENTS

 

In preparing these financial statements, management of the Fund has 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 September 30, 2022, that materially impacted the amounts or disclosures in the Fund’s financial statements.

 

21

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

SPICER JEFFRIES LLP

Certified Public Accountants

 

4601 DTC BOULEVARD SUITE 700

DENVER, COLORADO 80237

TELEPHONE: (303) 753-1959

FAX: (303) 753-0338
www.spicerjeffries.com

 

To the Shareholders and

Board of Trustees of

EA Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Gadsden Dynamic Multi-Asset ETF (the “Fund”, a series of EA Series Trust, the “Trust”) as of September 30, 2022, the related statements of operations, changes in net assets, and financial highlights for the periods indicated in the table below, including the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position as of September 30, 2022 and the results of operations, changes in net assets, and financial highlights, in all material respects, for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Fund Statement of Operations Changes in Net Assets Financial Highlights

Gadsden Dynamic Multi-Asset ETF

Year ended September 30, 2022

Year ended September 30, 2022 and period from

November 1, 2020 through September 30, 2021

Year ended September 30, 2022 and period

from November 1, 2020 through September 30, 2021

 

The financial highlights for the year ended October 31, 2020 and for the period from inception (November 14, 2018) through October 31, 2019 were audited by other auditors whose report dated December 23, 2020 expressed an unqualified opinion on those statements.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

 

22

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2022, by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more of the investment companies within the EA Series Trust since 2016.

 

Denver, Colorado

November 29, 2022

 

 

 

23

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

EXPENSE EXAMPLE

SEPTEMBER 30, 2022 (UNAUDITED)

 

 

As a shareholder of the Gadsden Multi-Dynamic 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 (April 1, 2022 to September 30, 2022).

 

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 April 1, 2022 to September 30, 2022” 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 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 information assumes the reinvestment of all dividends and distributions.

 

      Beginning     Ending     Expenses Paid During  
    Annualized     Account Value     Account Value     Period April 1, 2022 to  
    Expense
Ratio
    April 1,
2022
    September 30,
2022
    September 30,
2022
 
Gadsden Dynamic Multi-Asset ETF 1                                
Actual     0.59 %   $ 1,000.00     $ 990.40     $ 2.94  
Hypothetical (5% annual return before expenses)     0.59 %     1,000.00       1,022.11       2.99  

 

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.

 

24

 

 

GADSDEN DYNAMIC MULTI-ASSET 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 (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 Executive Officer of Empowered Funds LLC (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 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.

 

25

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

FEDERAL TAX INFORMATION (UNAUDITED)

 

 

For the fiscal year ended September 30, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Gadsden Multi-Dynamic Asset ETF     20.93%  

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Gadsden Multi-Dynamic Asset ETF     30.93%  

 

SHORT TERM CAPITAL GAIN

 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under the Internal Revenue Section 871 (k)(2)(C) for the Fund was 0.00%.

 

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GADSDEN DYNAMIC MULTI-ASSET 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). 33 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). 33 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). 33 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). 33 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).

 

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GADSDEN DYNAMIC MULTI-ASSET 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 Capital (2015 – 2021).

Patrick R. Cleary

Born: 1982

Secretary Since 2015 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).

 

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GADSDEN DYNAMIC MULTI-ASSET ETF

 

BOARD REVIEW AND APPROVAL OF ADVISORY AGREEMENT 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 July 26, 2022 to consider the approval of Advisory Agreement between the Trust, on behalf of the Gadsden Dynamic Multi-Asset 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 Gadsden, LLC (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. The Board considered the relative performance information for the Fund. The Board utilized performance reports provided to the Board in anticipation of the meeting, as well as performance reports provided at regular Board meetings for the Fund. Peer performance information was provided in quartiles, ranging from quartile one (the worst performing) to quartile four (the best performing).

 

For the Gadsden Dynamic Multi-Asset ETF (“GDMA”), the Board considered third-party peer group analysis that included performance against both other exchanged-traded funds and mutual funds, which reflected data as of June 25, 2022. It was noted that GDMA realized a positive 2% return for the prior one-year period, placing it in the fourth (highest) quartile of performance versus both its ETF and mutual fund peers. For the three-year period, it was noted that GDMA realized a positive 40% return, placing it in the fourth (highest) quartile of performance versus both its ETF and mutual fund peers.

 

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.

 

29

 

 

GADSDEN DYNAMIC MULTI-ASSET ETF

 

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

 

 

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 Gadsden Dynamic Multi-Asset ETF’s total expense ratio (for both gross and net fees) were in the second quartile for ETFs. The Fund’s total expense ratio for gross and net fees were in the first (lowest) and second quartiles, respectively, for mutual funds. The Gadsden Dynamic Multi-Asset ETF’s management fee was in the third quartile for ETFs and second quartile for mutual funds. The Board determined that the Fund’s proposed fee levels were reasonable.

 

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. They considered the Sub-Adviser’s projected Fund asset totals. 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.

 

30

 

 

GADSDEN DYNAMIC MULTI-ASSET 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://www.gadsdenfunds.com/ daily.

 

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://www.gadsdenfunds.com/.

 

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 each Fund is available, without charge, on the Fund’s website at https://www.gadsdenfunds.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.

 

31

 

 

 

 

 

 

Adviser

Empowered Funds, LLC d/b/a EA Advisers

19 East Eagle Road

Havertown, Pennsylvania 19083

 

Sub-Adviser

Gadsden, LLC

656 East Swedesford Road, Suite 301

Wayne, Pennsylvania 19087

 

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

 

Gadsden Dynamic Multi-Asset ETF

Symbol – GDMA

CUSIP – 02072L870