FEE WAIVER AGREEMENT
for the
Alpha Architect US Equity 4 ETF
THIS FEE WAIVER AGREEMENT (the “Waiver Agreement”) is made as of this 20th day of July, 2026 by and between EA Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed above (the “Fund”), and Empowered Funds, LLC, a Pennsylvania limited liability company (the “Adviser”). The Trust and the Adviser are referred to herein as the “Parties.”
BACKGROUND:
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| A. | The Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and engages in the business of investing and reinvesting its assets in securities and other investments. |
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| B. | The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment advisory services. |
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| C. | The Trust has selected the Adviser to serve as the investment adviser for the Fund pursuant to an investment advisory agreement between the Trust and the Adviser (the “Advisory Agreement”). |
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| D. | The Parties desire enter into a fee waiver agreement. |
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| E. | This Background section is hereby incorporated by reference into and made a part of this Waiver Agreement. |
TERMS:
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the Parties hereto intending to be legally bound, it is agreed as follows:
1.Fee Waiver. The Parties hereby agree that the Adviser shall, for the term of this Waiver Agreement, waive its management fees under the Advisory Agreement or reimburse expenses to the extent necessary to offset any acquired fund fees and expenses relating to any Fund purchases in other ETFs for which the Adviser serves as the investment adviser and the following ETFs: Invesco QQQ Trust Series I, Invesco Russell 1000 Equal Weight ETF, Vanguard S&P 500 ETF, State Street SPDR S&P 500 ETF, iShares Core S&P Total U.S. Stock Market ETF, Vanguard Total Stock Market ETF, and iShares Core S&P 500 ETF. This fee waiver does not apply to acquired fund fees and expenses from Fund investments in any investment companies
other than those listed above. The level of the fee waiver described above may only be modified by a majority vote of the Board of Trustees of the Trust.
2. Recoupment. There shall be no recoupment of any waived fees or reimbursed expenses by the Adviser.
3. Term and Termination. This Waiver Agreement shall, with respect to the Fund, commence on the Fund’s launch date and remain in effect until January 31, 2028 (the “Effective Period”). This Waiver Agreement shall automatically renew for successive one-year terms unless either party gives notice of non-renewal prior to the end of a term. This Waiver Agreement shall automatically terminate with respect to the Fund upon termination of the Advisory Agreement with respect to the Fund. This Waiver Agreement may only be terminated prior to expiration by the Board of Trustees of the Trust.
4. Entire Agreement; Modification; Amendment. This Waiver Agreement constitutes the complete understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the enforceability of any such other provision or agreement. No modification or amendment of this Waiver Agreement shall be binding unless in writing and executed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this Waiver Agreement to be executed as of the date first written above.
EA SERIES TRUST, on behalf of the Fund
By: /s/ Michael D. Barolsky
Name: Michael D. Barolsky
Title: Vice President
EMPOWERED FUNDS, LLC
By: /s/ Sean Hegarty
Name: Sean Hegarty
Title: Chief Operations Officer