07/30/2026 | Press release | Distributed by Public on 07/30/2026 09:10
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No.
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1 |
[X]
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(1)
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Copies of the charter of the Registrant as now in effect.
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(a)
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(b)
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(2)
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Copies of the existing bylaws or corresponding instruments of the Registrant.
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(a)
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(b)
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(3)
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Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant.
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(a)
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Not Applicable
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(4)
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Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it.
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(a)
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(5)
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Copies of all instruments defining the rights of holders of the securities being registered, including copies, where applicable, of the relevant portion of the articles of incorporation or by-laws of the registrant.
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(a)
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Agreement and Declaration of Trust
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(i)
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Article III: Shares
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(ii)
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Article V: Shareholders' Voting Powers and Meetings
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(iii)
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Article VI: Net Asset Value; Distributions; Redemptions; Transfers
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(iv)
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Article VIII: Certain Transactions, Section 4
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(v)
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Article X: Miscellaneous, Section 4
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(b)
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By-Laws
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(i)
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Article II: Meetings of Shareholders
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(ii)
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Article VI: Records and Reports, Sections 1, 2, and 3
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(iii)
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Article VII: General Matters, Sections 3, 4, 6, and 7
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(iv)
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Article VIII: Amendments, Section 1
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(6)
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Copies of all investment advisory contracts relating to the management of the assets of the registrant.
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Empowered Funds, LLC
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(a)
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(i)
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Bridgeway Capital Management, LLC
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(b)
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(i)
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(7)
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Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers.
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(a)
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(i)
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(b)
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(8)
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Copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of directors or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document.
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(9)
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Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act [15 U.S.C. 80a-17(f)], for securities and similar investments of the Registrant, including the schedule of remuneration.
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(i)
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(10)
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Copies of any plan entered into by registrant pursuant to Rule 12b-1 under the Investment Company Act [17 CFR 270.12b-1] and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the Investment Company Act [17 CFR 270.18f-3], any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant's directors describing any action taken to revoke the plan.
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(a)
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(i)
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(b)
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Rule 18f-3 Plans - Not Applicable
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(11)
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An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable.
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(a)
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(12)
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An opinion and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus.
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(a)
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Aggressive Investors ETF) - filed herewith.
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(b)
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Small-Cap Value ETF) - filed herewith.
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(c)
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Ultra-Small Company Market ETF) - filed herewith.
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(13)
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Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement.
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(a)
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(i)
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(14)
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Copies of any other opinions, appraisals or rulings, and consents to their use relied on in preparing the registration statement and required by Section 7 of the 1933 Act [15 U.S.C. 77g].
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(a)
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(b)
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(15)
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All financial statements omitted pursuant to Item 14.1.
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(16)
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Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement.
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(17)
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Additional Exhibits
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(1)
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The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
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(2)
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The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
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(3)
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The undersigned Registrant agrees to file by Post-Effective Amendment the executed opinion of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinions.
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EA SERIES TRUST
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By: /s/ Michael D. Barolsky
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Michael D. Barolsky
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Vice President & Secretary
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Signature
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Title
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*Wesley R. Gray
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Trustee and President (principal executive officer)
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Wesley R. Gray
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*Sean R. Hegarty
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Treasurer (principal financial officer)
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Sean R. Hegarty
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*Daniel Dorn
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Trustee
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Daniel Dorn
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*Michael Pagano
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Trustee
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Michael Pagano
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*Emeka Oguh
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Trustee
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Emeka Oguh
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*By:
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/s/ Michael D. Barolsky
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Michael D. Barolsky
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Attorney-in-Fact
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* (Pursuant to Power of Attorney previously filed with Post-Effective Amendment No. 493 to the Registrant's registration statement on May 30, 2025.)
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Exhibit No.
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Description
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EX-99.12.a
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Aggressive Investors ETF)
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EX-99.12.b
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Small-Cap Value ETF)
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EX-99.12.c
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Tax Opinion of Stradley Ronon Stevens & Young, LLP (EA Bridgeway Ultra-Small Company Market ETF)
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