N-CSR 1 fp0087195-3_ncsr.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number (811-23226)

 

Listed Funds Trust
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Gregory C. Bakken, President

Listed Funds Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 6th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

 

(414) 516-3097

Registrant's telephone number, including area code

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2023

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

 

 

 

TrueShares ETFs

 

TrueShares Technology, AI & Deep Learning ETF (LRNZ)
TrueShares Low Volatility Equity Income ETF (DIVZ)
TrueShares Eagle Global Renewable Energy Income ETF (RNWZ)
RiverNorth Patriot ETF (FLDZ)
RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ)

 

 

 

 

ANNUAL REPORT

 

December 31, 2023

 

 

 

 

 

 

This report is submitted for the general information of shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.

 

 

TrueShares ETFs

Table of Contents

 

 

 

   

Shareholder Letter (Unaudited)

2

Shareholder Expense Example (Unaudited)

5

Performance Overviews (Unaudited)

7

Schedule of Investments and Open Total Return Swap Contracts

10

Statements of Assets and Liabilities

21

Statements of Operations

23

Statements of Changes in Net Assets

25

Financial Highlights

28

Notes to Financial Statements

32

Report of Independent Registered Public Accounting Firm

44

Board of Trustees and Officers (Unaudited)

46

Board Consideration and Approval of Continuation of Advisory and Sub-Advisory Agreements (Unaudited)

48

Supplemental Information (Unaudited)

57

Privacy Policy (Unaudited)

58

 

 

1

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2023 (Unaudited)

 

 

Dear Shareholder,

 

I hope this letter finds you in good health. As we reflect on the past year, I am pleased to provide you with an overview of TrueShares performance in 2023 and offer insights into the potential economic backdrop ahead.

 

Over the past twelve months, our continued commitment to strategic asset classes and operational infrastructure contributed to the resilience and growth of TrueShares. In retrospect, perhaps the most influential macroeconomic factors of 2023 were once again inflation and monetary policy. As economists, portfolio managers, and investors expected, interest rates continued to climb throughout the year. Now as the calendar turns to 2024, expectations of further rate increases have subsided. However, the question of when rates will commence a meaningful downward trend is still met with uncertainty, even after having seen relative improvement in CPI metrics, commodity prices, and other risk-off assets in the last two quarters. There are certainly asset class specific reasons for both continued skepticism and focused optimism, but we feel that this could be a “stock-pickers market” for the foreseeable future.

 

TrueShares Low Volatility Equity Income ETF (DIVZ) remained steadfast in the face of uncertain economic conditions and historically high interest rates. Coming off an impressive, top decile performance (Morningstar Category – Large Value) in 2022, overall return experienced a mean regression relative to the major indexes in 2023. Nonetheless, the fund still managed to produce record income distributions for its investors. Attractive yields, risk management and low volatility remain top priorities as evidenced by the fund’s rigorous pursuit to identify companies with sustainable and growing dividends. The expectations for TrueShares Technology, AI & Deep Learning ETF (LRNZ) are perennially high, befitting an alpha-seeking fund with a concentrated, actively managed portfolio. LRNZ delivered on those expectations with a top decile ranking (Morningstar Category – Technology) and an annual return in excess of 67%, outpacing the NASDAQ Composite Total Return Index (CCMP) by over 20%. LRNZ remains firmly positioned, with high conviction, in companies with distinct competitive advantages in the AI & Deep Learning spaces, preparing for what many expect to be a real-time paradigm shift towards a technology that could shape our daily lives. The TrueShares Eagle Global Renewable Energy Income ETF (RNWZ) completed its first full year as part of the TrueShares lineup. While the renewable energy space was largely disappointing, the industry enters 2024 with a sense of optimism after a Q4 rally. Geopolitical concerns, volatility, and negative headlines seem to be ever present, but according to The Eagle Global Advisors Renewables Infrastructure Team, “the energy transition or de-carbonization megatrend continues to gain traction among investors, supporting our view societal and political support are making renewable infrastructure increasingly inelastic to market forces.”

 

RiverNorth Patriot ETF (FLDZ) successfully fulfilled its impact mandate to support the Folds of Honor Foundation in 2023 as more than 100% of the sub-advisory fee was donated for the second year in a row! From an investment perspective, FLDZ produced a net total return on market price of 12.16%, trailing the S&P 900 Index for the year. The portfolio’s tilt toward U.S. core and value stocks and away from large, multi-national tech stocks was a source of relative underperformance last year as several mega-cap tech companies (The “Magnificent Seven”)* rallied to record highs in 2023, leaving most other equities behind. However, we believe that this tilt, in combination with the equal-weight bias in the Fund’s allocation, will likely reduce risk to the portfolio should a U.S. recession occur. RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ) finished the year with a total return of almost 6%. Positive returns were mainly driven by interest accruing to the common shares’ trust accounts. Warrant values, a typically positive contributing factor, were somewhat depressed in 2023 as the SPAC sector continues to rebuild its market perception. Over time we expect the SPAC acquisition market to normalize and for SPAC warrants to become a bigger contributor to returns.

 

As we head into 2024, several economic metrics have the potential to play a crucial role in shaping the investment landscape. Following suit, our investment strategies generally incorporate a keen awareness of such factors as interest rates, inflation dynamics, global trade developments, technology and innovation trends, and geopolitical factors. Whatever 2024 brings for the markets, components of the TrueShares lineup should be well positioned to deliver on their investment mandates.

 

TrueShares remains diligently committed to delivering value to our shareholders. The strategic decisions we have made in 2023 position us well for the opportunities and challenges that lie ahead. We appreciate the trust and confidence you have placed in us, and we look forward to a prosperous 2024.

 

*

The Magnificent Seven stocks are a group of high-performing and influential companies in the U.S. stock market: Alphabet, Amazon, Apple, Meta Platforms, Microsoft, NVIDIA, and Tesla.

 

2

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2023 (Unaudited) (Continued)

 

 

As always, please do not hesitate to contact us at any time; we would love to hear from you!

 

Sincerely,

 

 

Michael N. Loukas
Chief Executive Officer
TrueShares ETFs

 

3

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2023 (Unaudited) (Continued)

 

 

Investment Risks
Investing involves risk including possible loss of principal.

 

DIVZ – TrueShares Low Volatility Equity Income ETF is subject to the following risks: Dividend Paying Security Risk. Securities that pay high dividends as a group can fall out of favor with the market, causing these companies to underperform companies that do not pay high dividends. Dividends may also be reduced or discontinued. Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change based on various and unpredictable factors.

 

LRNZ – TrueShares Technology, AI & Deep Learning ETF is subject to the following risks: Artificial Intelligence, Machine Learning and Deep Learning Investment Risk - the extent of such technologies’ versatility has not yet been fully explored. There is no guarantee that these products or services will be successful and the securities of such companies, especially smaller, start-up companies, are typically more volatile than those of companies that do not rely heavily on technology.

 

RNWZ – TrueShares Eagle Global Renewable Energy Income ETF is subject to the following risks: Associated Risk of Investing in Renewable Infrastructure Companies. Because the Fund invests in Renewable infrastructure Companies, the value of Fund shares may be affected by events that adversely affect companies in that industry. These can include contract counterparty defaults, adverse political and regulatory changes, poor weather conditions for renewable power generation, falling power prices, losses on financial hedges, technological obsolescence, competition and general economic conditions. Currency Exchange Rate Risk. Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of the Fund’s investment and the value of your Shares. Foreign Securities Risk. Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability.

 

FLDZ – RiverNorth Patriot ETF is subject to the following risks: Equity Market Risk - The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, sectors or companies in which the Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

SPCZ – RiverNorth Enhanced Pre-Merger SPAC ETF is subject to the following risks: New Fund Risk – The Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Leverage Risk – The use of leverage is speculative could magnify the Fund’s gains or losses and increase risk. This is the speculative factor known as leverage. Borrowing also may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. Pre-Combination (Pre-Merger) SPAC Risk – The Fund invests in equity securities and warrants of SPACs. Pre-combination SPACs have no operating history or ongoing business other than seeking Combinations, and the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable Combination. There is no guarantee that the SPACs in which the Fund invests will complete a Combination or that any Combination that is completed will be profitable. Unless and until a Combination is completed, a SPAC generally invests its assets in U.S. government securities, money market securities, and cash. Public stockholders of SPACs may not be afforded a meaningful opportunity to vote on a proposed initial Combination because certain stockholders, including stockholders affiliated with the management of the SPAC, may have sufficient voting power, and a financial incentive, to approve such a transaction without support from public stockholders. Some SPACs may pursue Combinations only within certain industries or regions, which may increase the volatility of their prices. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. Foreign Securities Risk – Foreign SPACs Investments in SPACs domiciled or listed outside of the U.S. may involve risks not generally associated with investments in the securities of U.S. SPACs, such as risks relating to political, social, and economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Further, tax treatment may differ from U.S. SPACs and securities may be subject to foreign withholding taxes. Small-Cap Risk – SPACs will have a more limited pool of companies with which they can pursue a business combination relative to larger capitalization companies. That may make it more difficult for a small capitalization SPAC to consummate a business combination.

 

4

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2023 (Unaudited)

 

 

As a shareholder of a fund 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. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (July 1, 2023 to December 31, 2023).

 

ACTUAL EXPENSES

 

The following table 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 applicable line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

 

Beginning
Account
Value
(7/1/23)

Ending
Account
Value
(12/31/23)

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,197.60

0.68%

$ 3.77

TrueShares Low Volatility Equity Income ETF

1,000.00

1,032.30

0.65

3.33

TrueShares Eagle Global Renewable Energy Income ETF

1,000.00

945.10

0.75

3.68

RiverNorth Patriot ETF

1,000.00

1,075.90

0.70

3.66

RiverNorth Enhanced Pre-Merger SPAC ETF

1,000.00

1,017.70

0.89

4.53

 

(1)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 184/365 (to reflect the six-month period).

 

5

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2023 (Unaudited) (Continued)

 

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The following table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares with respect to the Funds. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

Beginning
Account
Value
(7/1/23)

Ending
Account
Value
(12/31/23)

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,021.78

0.68%

$ 3.47

TrueShares Low Volatility Equity Income ETF

1,000.00

1,021.93

0.65

3.31

TrueShares Eagle Global Renewable Energy Income ETF

1,000.00

1,021.42

0.75

3.82

RiverNorth Patriot ETF

1,000.00

1,021.68

0.70

3.57

RiverNorth Enhanced Pre-Merger SPAC ETF

1,000.00

1,020.72

0.89

4.53

 

(1)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 184/365 (to reflect the six-month period).

 

6

 

 

TrueShares ETFs

Performance Overviews

December 31, 2023 (Unaudited)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2023)

 

 

1

The Fund has an inception date and commenced operations on February 28, 2020.

 

 

1

The Fund has an inception date and commenced operations on January 27, 2021.

 

 

1

The Fund has an inception date and commenced operations on December 8, 2022.

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2023

Total Returns

1 Year

3 Years

Since
Commencement
1

TrueShares Technology, AI & Deep Learning ETF — NAV

67.08%

(7.01)%

11.73%

TrueShares Technology, AI & Deep Learning ETF — Market

67.11%

(7.04)%

11.72%

NASDAQ Composite Total Return Index

44.6%

6.04%

16.65%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2023

Total Returns

1 Year

Since
Commencement
1

TrueShares Low Volatility Equity Income ETF — NAV

(0.73)%

7.50%

TrueShares Low Volatility Equity Income ETF —Market

(0.66)%

7.51%

S&P 500 Price Index

24.23%

8.56%

 

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2023

Total Returns

1 Year

Since
Commencement
1

TrueShares Eagle Global Renewable Energy Income ETF — NAV

(4.65)%

(5.13)%

TrueShares Eagle Global Renewable Energy Income ETF — Market

(5.12)%

(4.98)%

S&P Global Infrastructure Total Return Index

6.79%

(4.79)%

 

7

 

 

TrueShares ETFs

Performance Overviews

December 31, 2023 (Unaudited) (Continued)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2023)

 

 

1

The Fund has an inception date and commenced operations on December 31, 2021.

 

 

1

The Fund has an inception date and commenced operations on July 11, 2022.

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2023

Total Returns

1 Year

Since
Commencement
1

RiverNorth Patriot ETF —NAV

12.18%

(0.58)%

RiverNorth Patriot ETF —Market

12.16%

(0.60)%

S&P 900 Total Return Index

25.70%

1.63%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2023

Total Returns

1 Year

Since
Commencement
1

RiverNorth Enhanced Pre-Merger SPAC ETF —NAV

5.71%

5.25%

RiverNorth Enhanced Pre-Merger SPAC ETF —Market

5.95%

5.53%

ICE BofA 0-3 Year U.S. Treasury Index

4.55%

2.99%

 

 

The performance data quoted represents past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. For the most recent month-end performance, please call (877) 774-8789. You cannot invest directly in an index. Shares are bought and sold at market price, not net asset value (NAV), and are individually redeemed from the Fund. Market performance is determined using the bid/ask midpoint at 4:00pm Eastern time when the NAV is typically calculated. Brokerage commissions will reduce returns. Returns shown include the reinvestment of all dividends and distribution. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In the absence of fee waivers and reimbursements, total returns would be reduced.

 

The NASDAQ Total Return Composite Index is a stock market index of the common stocks and similar securities listed on the NASDAQ stock market. The index measures the performance of all domestic and international based common type stocks listed on the NASDAQ Stock Market. It includes common stocks, ordinary shares, ADRs, shares of beneficial interest or limited partnership interests and tracking stocks. The index is market capitalization-weighted. The composition of the NASDAQ Composite is heavily weighted towards information technology companies. The total return index includes reinvestment of all cash dividends on the ex-date.

 

8

 

 

TrueShares ETFs

Performance Overviews

December 31, 2023 (Unaudited) (Continued)

 

 

The S&P 500 Index is a widely recognized capitalization-weighted index that measures the performance of the large-capitalization sector of the U.S. stock market. The S&P 500 Price Index does not include reinvestment of dividends.

 

The S&P Global Infrastructure Total Return Index is designed to track 75 companies from around the world chosen to represent the listed infrastructure industry while maintaining liquidity and tradability. To create diversified exposure, the index includes three distinct infrastructure clusters: energy, transportation, and utilities.

 

The S&P 900 Index is a stock market index that measures the stock performance of 900 large companies listed on stock exchanges in the United States.

 

The ICE BofA 0-3 Year U.S. Treasury Index tracks the performance of U.S. dollar denominated sovereign debt publicly issued by the U.S. government in its domestic market with maturities less than three years.

 

9

 

 

TrueShares Technology, AI & Deep Learning ETF

Schedule of Investments

December 31, 2023

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 93.4%

               

Auto Parts & Equipment — 4.5%

               

Mobileye Global, Inc. - Class A(a)

    39,553     $ 1,713,436  
                 

Biotechnology — 6.2%

               

Prime Medicine, Inc.(a)

    77,373       685,524  

Relay Therapeutics, Inc.(a)

    49,455       544,500  

Structure Therapeutics, Inc. - ADR(a)(b)

    27,144       1,106,389  
              2,336,413  

Computers — 11.6%

               

Crowdstrike Holdings, Inc. - Class A(a)

    9,747       2,488,604  

Zscaler, Inc.(a)

    8,515       1,886,583  
              4,375,187  

Internet — 6.7%

               

Amazon.com, Inc.(a)

    7,794       1,184,220  

Okta, Inc.(a)

    15,077       1,364,921  
              2,549,141  

Pharmaceuticals — 1.5%

               

AbCellera Biologics, Inc.(a)(b)

    99,877       570,298  
                 

Semiconductors — 12.7%

               

Advanced Micro Devices, Inc.(a)

    14,058       2,072,290  

NVIDIA Corp.

    5,493       2,720,243  
              4,792,533  

Software — 50.2%(c)

               

Datadog, Inc. - Class A(a)

    14,556       1,766,807  

Elastic N.V.(a)(b)

    18,401       2,073,793  

ROBLOX Corp. - Class A(a)

    29,623       1,354,364  

Samsara, Inc. - Class A(a)

    76,472       2,552,635  

Schrodinger, Inc.(a)

    42,302       1,514,412  

SentinelOne, Inc. - Class A(a)

    72,372       1,985,888  

ServiceNow, Inc.(a)

    2,217       1,566,288  

Snowflake, Inc. - Class A(a)

    11,842       2,356,558  

Twilio, Inc. - Class A(a)

    15,810       1,199,505  

UiPath, Inc. - Class A(a)

    55,639       1,382,073  

Unity Software, Inc.(a)

    30,777       1,258,472  
              19,010,795  

TOTAL COMMON STOCKS (Cost $34,950,932)

            35,347,803  

 

 

 

Shares

   

Value

 

Money Market Funds — 6.4%

               

First American Treasury Obligations Fund - Class X, 5.29%(d)

    2,426,252     $ 2,426,252  

TOTAL SHORT-TERM INVESTMENTS (Cost $2,426,252)

            2,426,252  
                 

TOTAL INVESTMENTS – 99.8% (Cost $37,377,184)

          $ 37,774,055  

Other Assets in Excess of Liabilities — 0.2%

            72,185  

TOTAL NET ASSETS — 100.0%

          $ 37,846,240  

 

Percentages are stated as a percent of net assets.

 

ADR — American Depositary Receipt

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

As of December 31, 2023, the Fund had a significant portion of its assets invested in this industry and therefore is subject to additional risks.

 

(d)

The rate shown represents the 7-day effective yield as of December 31, 2023.

 

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

 

10

 

 

TrueShares Low Volatility Equity Income ETF

Schedule of Investments

December 31, 2023

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS – 98.0%

               

Aerospace/Defense — 3.5%

               

Lockheed Martin Corp.

    4,717     $ 2,137,933  
                 

Agriculture — 10.5%

               

Altria Group, Inc.

    27,013       1,089,704  

British American Tobacco PLC - ADR(b)

    98,325       2,879,939  

Philip Morris International, Inc.

    26,665       2,508,644  
              6,478,287  

Banks — 5.6%

               

Citigroup, Inc.

    28,754       1,479,106  

Morgan Stanley

    21,083       1,965,990  
              3,445,096  

Building Materials — 3.1%

               

CRH PLC(a)(b)

    28,061       1,940,699  
                 

Diversified Financial Services — 2.1%

               

Blue Owl Capital, Inc.

    85,894       1,279,821  
                 

Electric — 12.4%

               

American Electric Power Co., Inc.

    35,058       2,847,410  

FirstEnergy Corp.

    57,752       2,117,188  

NextEra Energy, Inc.

    43,749       2,657,314  
              7,621,912  

Food — 2.0%

               

Kroger Co.

    26,896       1,229,416  
                 

Healthcare-Products – 6.3%

               

Kenvue, Inc.

    100,239       2,158,146  

Medtronic PLC(b)

    20,706       1,705,760  
              3,863,906  

Healthcare-Services — 5.3%

               

UnitedHealth Group, Inc.

    6,235       3,282,540  
                 

Oil & Gas — 16.2%

               

Chevron Corp.

    15,520       2,314,963  

Devon Energy Corp.

    54,219       2,456,121  

 

 

 

Shares

   

Value

 

Oil & Gas (continued)

               

EOG Resources, Inc.

    22,785     $ 2,755,845  

Exxon Mobil Corp.

    24,790       2,478,504  
              10,005,433  

Pharmaceuticals — 4.5%

               

Johnson & Johnson

    9,303       1,458,153  

Pfizer, Inc.

    45,098       1,298,371  
              2,756,524  

Pipelines — 2.9%

               

Kinder Morgan, Inc.

    103,064       1,818,049  
                 

Retail — 2.6%

               

Genuine Parts Co.

    11,563       1,601,476  
                 

Savings & Loans — 1.0%

               

New York Community Bancorp, Inc.

    62,271       637,032  
                 

Semiconductors — 10.6%

               

Analog Devices, Inc.

    9,939       1,973,488  

Broadcom, Inc.

    2,022       2,257,058  

QUALCOMM, Inc.

    16,064       2,323,336  
              6,553,882  

Telecommunications — 9.4%

               

AT&T, Inc.

    160,702       2,696,580  

Verizon Communications, Inc.

    82,545       3,111,946  
              5,808,526  

TOTAL COMMON STOCKS (Cost $58,677,863)

            60,460,532  
                 

MONEY MARKET FUNDS — 1.7%

               

First American Treasury Obligations Fund - Class X, 5.29%(c)

    1,019,271       1,019,271  

TOTAL MONEY MARKET FUNDS (Cost $1,019,271)

            1,019,271  
                 

TOTAL INVESTMENTS — 99.7% (Cost $59,697,134)

          $ 61,479,803  

Other Assets in Excess of Liabilities — 0.3%

            159,847  

TOTAL NET ASSETS — 100.0%

          $ 61,639,650  

 

Percentages are stated as a percent of net assets.

 

ADR — American Depositary Receipt

 

PLC — Public Limited Company

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

The rate shown represents the 7-day effective yield as of December 31, 2023

 

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

 

11

 

 

TrueShares Eagle Global Renewable Energy Income ETF

Schedule of Investments

December 31, 2023

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 95.3%

               

Electric — 95.0%(a)

               

AES Corp.

    9,357     $ 180,122  

AGL Energy Ltd.(e)

    9,732       62,870  

Atlantica Sustainable Infrastructure PLC(e)

    3,751       80,647  

Black Hills Corp.

    1,330       71,754  

Boralex, Inc. - Class A(b) (e)

    1,896       48,192  

EDP Renovaveis SA(e)

    5,137       105,055  

Electric Power Development Co. Ltd. (e)

    3,425       55,589  

Endesa SA(e)

    3,418       69,655  

Enel SpA(e)

    27,100       201,341  

Enlight Renewable Energy Ltd.(b) (e)

    2,982       57,075  

Evergy, Inc.

    1,400       73,080  

Fortum Oyj(e)

    5,050       72,809  

Iberdrola SA(e)

    9,183       120,333  

Mercury NZ Ltd. (e)

    15,118       63,075  

NextEra Energy, Inc.

    3,648       221,580  

Northland Power, Inc. (e)

    6,460       117,348  

Orsted AS(c) (e)

    3,254       180,368  

PG&E Corp.

    4,108       74,067  

Portland General Electric Co.

    1,692       73,331  

RWE AG(e)

    5,271       239,624  

SSE PLC(e)

    9,141       216,253  
              2,384,168  

Energy-Alternate Sources — 0.3%

               

Enviva, Inc.

    6,616       6,588  

TOTAL COMMON STOCKS (Cost $2,578,571)

            2,390,756  
                 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS (REITS) — 1.8%

               

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

    1,591     $ 43,879  

TOTAL REITS (Cost $39,595)

            43,879  
                 

MONEY MARKET FUNDS — 2.8%

               

First American Treasury Obligations Fund - Class X, 5.29%(d)

    71,033       71,033  

TOTAL MONEY MARKET FUNDS (Cost $71,033)

            71,033  
                 

TOTAL INVESTMENTS — 99.9% (Cost $2,689,199)

          $ 2,505,668  

Other Assets in Excess of Liabilities — 0.1%

            2,333  

TOTAL NET ASSETS — 100.0%

          $ 2,508,001  

 

Percentages are stated as a percent of net assets.

 

PLC — Public Limited Company

 

(a)

As of December 31, 2023, the Fund had a significant portion of its assets invested in this industry and therefore is subject to additional risks.

 

(b)

Non-income producing security.

 

(c)

Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to qualified institutional investors. As of December 31, 2023, the value of these securities total $180,368 or 7.2% of the Fund’s net assets.

 

(d)

The rate shown represents the 7-day effective yield as of December 31, 2023.

 

(e)

Foreign issued security.

 

COUNTRY

 

Percentage of
Net Assets

 

United Kingdom

    11.8 %

Spain

    11.8 %

Germany

    9.6 %

Italy

    8.0 %

Denmark

    7.2 %

Canada

    6.6 %

Finland

    2.9 %

New Zealand

    2.5 %

Australia

    2.5 %

Israel

    2.3 %

Japan

    2.2 %

Total Country

    67.4 %

MONEY MARKET FUNDS

    2.8 %

TOTAL INVESTMENTS

    99.9 %

Other assets and liabilities, net

    0.1 %

NET ASSETS

    100.0 %

 

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

 

12

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2023

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 88.2%

               

Advertising — 0.4%

               

Trade Desk, Inc. - Class A(a)

    185     $ 13,313  
                 

Agriculture — 0.5%

               

Altria Group, Inc.

    385       15,531  
                 

Airlines — 0.4%

               

Southwest Airlines Co.

    475       13,718  
                 

Auto Manufacturers — 0.8%

               

Lucid Group, Inc.(a)

    3,235       13,620  

Rivian Automotive, Inc. - Class A(a)

    570       13,372  
              26,992  

Banks — 6.6%

               

Bank OZK

    111       5,531  

BOK Financial Corp.

    68       5,824  

Cadence Bank

    193       5,711  

Citizens Financial Group, Inc.

    231       7,655  

Columbia Banking System, Inc.

    221       5,896  

Comerica, Inc.

    139       7,758  

Commerce Bancshares, Inc.

    142       7,563  

Cullen/Frost Bankers, Inc.

    68       7,377  

East West Bancorp, Inc.

    113       8,130  

Fifth Third Bancorp

    225       7,760  

First Citizens BancShares, Inc. - Class A

    5       7,095  

First Horizon Corp.

    527       7,462  

Home BancShares, Inc.

    236       5,978  

Huntington Bancshares, Inc.

    588       7,479  

KeyCorp

    519       7,474  

M&T Bank Corp.

    55       7,539  

Pinnacle Financial Partners, Inc.

    83       7,239  

PNC Financial Services Group, Inc.

    55       8,517  

Prosperity Bancshares, Inc.

    108       7,315  

Regions Financial Corp.

    382       7,403  

SouthState Corp.

    83       7,009  

 

 

 

Shares

   

Value

 

Banks (continued)

               

Synovus Financial Corp.

    152     $ 5,723  

Truist Financial Corp.

    203       7,495  

U.S. Bancorp

    209       9,046  

United Bankshares, Inc.

    153       5,745  

Valley National Bancorp

    538       5,843  

Webster Financial Corp.

    152       7,716  

Wells Fargo & Co.

    185       9,106  

Western Alliance Bancorp

    107       7,040  

Wintrust Financial Corp.

    69       6,400  

Zions Bancorp NA

    175       7,677  
              221,506  

Beverages — 0.8%

               

Coca-Cola Consolidated, Inc.

    13       12,069  

Constellation Brands, Inc. - Class A

    55       13,296  
              25,365  

Biotechnology — 1.6%

               

Incyte Corp.(a)

    220       13,814  

Intra-Cellular Therapies, Inc.(a)

    191       13,679  

Ionis Pharmaceuticals, Inc.(a)

    268       13,558  

Sarepta Therapeutics, Inc.(a)

    148       14,272  
              55,323  

Building Materials — 3.2%

               

AAON, Inc.

    191       14,108  

AZEK Co., Inc.(a)

    318       12,164  

Builders FirstSource, Inc.(a)

    82       13,689  

Eagle Materials, Inc.

    69       13,996  

Martin Marietta Materials, Inc.

    28       13,969  

Trex Co., Inc.(a)

    167       13,826  

UFP Industries, Inc.

    110       13,811  

Vulcan Materials Co.

    56       12,713  
              108,276  

Commercial Services — 2.2%

               

ADT, Inc.

    1,762       12,017  

Affirm Holdings, Inc.(a)

    151       7,420  

Booz Allen Hamilton Holding Corp.

    112       14,325  

Paylocity Holding Corp.(a)

    82       13,518  

Toast, Inc. - Class A(a)

    730       13,330  

TriNet Group, Inc.(a)

    114       13,558  
              74,168  

Computers — 0.8%

               

CACI International, Inc. - Class A(a)

    42       13,602  

Science Applications International Corp.

    111       13,800  
              27,402  

Distribution & Wholesale — 0.8%

               

Core & Main, Inc. - Class A(a)

    342       13,820  

SiteOne Landscape Supply, Inc.(a)

    84       13,650  
              27,470  

 

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

 

13

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2023 (Continued)

 

 

 

 

Shares

   

Value

 

Diversified Financial Services — 3.6%

               

Ally Financial, Inc.

    225     $ 7,857  

Ameriprise Financial, Inc.

    14       5,318  

Apollo Global Management, Inc.

    97       9,039  

Ares Management Corp. - Class A

    69       8,205  

Blue Owl Capital, Inc.

    497       7,405  

Capital One Financial Corp.

    54       7,080  

Cboe Global Markets, Inc.

    41       7,321  

Charles Schwab Corp.

    136       9,358  

Credit Acceptance Corp.(a)

    13       6,925  

Discover Financial Services

    69       7,756  

LPL Financial Holdings, Inc.

    28       6,373  

OneMain Holdings, Inc.

    152       7,479  

Sofi Technologies, Inc.(a)

    733       7,293  

Synchrony Financial

    196       7,485  

T Rowe Price Group, Inc.

    69       7,431  

Voya Financial, Inc.

    99       7,223  
              119,548  

Electric — 10.9%

Alliant Energy Corp.

    252       12,928  

Ameren Corp.

    184       13,310  

American Electric Power Co., Inc.

    153       12,427  

Avangrid, Inc.

    395       12,802  

CenterPoint Energy, Inc.

    440       12,571  

CMS Energy Corp.

    223       12,950  

Consolidated Edison, Inc.

    139       12,645  

Constellation Energy Corp.

    112       13,092  

Dominion Energy, Inc.

    269       12,643  

DTE Energy Co.

    114       12,570  

Duke Energy Corp.

    154       14,943  

Edison International

    177       12,654  

Entergy Corp.

    129       13,054  

Evergy, Inc.

    248       12,946  

Eversource Energy

    206       12,714  

Exelon Corp.

    364       13,068  

FirstEnergy Corp.

    354       12,978  

NextEra Energy, Inc.

    241       14,637  

NRG Energy, Inc.

    255       13,184  

OGE Energy Corp.

    357       12,470  

PG&E Corp.

    741       13,359  

Pinnacle West Capital Corp.

    183       13,147  

PPL Corp.

    484       13,116  

Public Service Enterprise Group, Inc.

    213       13,025  

Southern Co.

    214       15,005  

Vistra Corp.

    337       12,981  

WEC Energy Group, Inc.

    154       12,962  

Xcel Energy, Inc.

    212       13,125  
              367,306  

 

 

 

 

Shares

   

Value

 

Engineering & Construction — 1.2%

               

Comfort Systems USA, Inc.

    71     $ 14,603  

EMCOR Group, Inc.

    71       15,296  

MasTec, Inc.(a)

    159       12,039  
              41,938  

Entertainment — 1.3%

               

Caesars Entertainment, Inc.(a)

    287       13,455  

Churchill Downs, Inc.

    110       14,841  

DraftKings, Inc. - Class A(a)

    394       13,889  
              42,185  

Environmental Control — 0.9%

               

Republic Services, Inc.

    85       14,017  

Waste Management, Inc.

    83       14,866  
              28,883  

Food — 2.5%

               

Albertsons Cos., Inc. - Class A

    601       13,823  

Campbell Soup Co.

    327       14,137  

Hormel Foods Corp.

    434       13,936  

Kroger Co.

    309       14,124  

Performance Food Group Co.(a)

    196       13,553  

US Foods Holding Corp.(a)

    302       13,714  
              83,287  

Gas — 0.8%

               

Atmos Energy Corp.

    110       12,749  

NiSource, Inc.

    493       13,089  
              25,838  

Healthcare-Products — 0.8%

               

Inspire Medical Systems, Inc.(a)

    64       13,020  

Natera, Inc.(a)

    228       14,281  
              27,301  

Healthcare-Services — 4.5%

               

Agilon Health, Inc.(a)

    983       12,337  

Centene Corp.(a)

    192       14,248  

Chemed Corp.

    28       16,373  

Elevance Health Inc.

    28       13,204  

Ensign Group, Inc.

    125       14,026  

HealthEquity, Inc.(a)

    181       12,000  

Humana, Inc.

    28       12,819  

Molina Healthcare, Inc.(a)

    42       15,175  

Quest Diagnostics, Inc.

    96       13,236  

Tenet Healthcare Corp.(a)

    177       13,376  

UnitedHealth Group, Inc.

    28       14,741  
              151,535  

Home Builders — 3.3%

               

DR Horton, Inc.

    99       15,045  

Installed Building Products, Inc.

    69       12,615  

Lennar Corp. - Class A

    97       14,457  

Meritage Homes Corp.

    83       14,459  

NVR, Inc.(a)

    2       14,001  

 

 

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

 

14

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2023 (Continued)

 

 

 

 

Shares

   

Value

 

Home Builders (continued)

               

PulteGroup, Inc.

    138     $ 14,244  

Taylor Morrison Home Corp.(a)

    221       11,790  

Toll Brothers, Inc.

    140       14,391  
              111,002  

Household Products & Wares — 0.3%

               

Reynolds Consumer Products, Inc.

    444       11,917  
                 

Insurance — 3.7%

               

Allstate Corp.

    56       7,839  

American Financial Group, Inc.

    71       8,441  

Cincinnati Financial Corp.

    70       7,242  

Equitable Holdings, Inc.

    225       7,493  

Erie Indemnity Co. - Class A

    27       9,043  

F&G Annuities & Life, Inc.

    125       5,750  

Fidelity National Financial, Inc.

    153       7,806  

Globe Life, Inc.

    57       6,938  

Hartford Financial Services Group, Inc.

    98       7,877  

Kinsale Capital Group, Inc.

    28       9,377  

Loews Corp.

    110       7,655  

Markel Group, Inc.(a)

    5       7,100  

Old Republic International Corp.

    263       7,732  

Progressive Corp.

    56       8,920  

RLI Corp.

    56       7,455  

Selective Insurance Group, Inc.

    69       6,864  
              123,532  

Internet — 1.8%

               

Lyft, Inc. - Class A(a)

    910       13,641  

Maplebear, Inc.(a)

    578       13,566  

Robinhood Markets, Inc. - Class A(a)

    595       7,580  

Roku, Inc.(a)

    147       13,474  

Zillow Group, Inc. - Class C(a)

    231       13,366  
              61,627  

Iron & Steel — 0.4%

               

Steel Dynamics, Inc.

    112       13,227  
                 

Leisure Time — 0.4%

               

Planet Fitness, Inc. - Class A(a)

    192       14,016  
                 

Lodging — 0.4%

               

Boyd Gaming Corp.

    220       13,774  
                 

Media — 2.5%

               

Charter Communications, Inc. - Class A(a)

    41       15,937  

Fox Corp. - Class A

    463       13,737  

Liberty Broadband Corp. - Class C(a)

    175       14,103  

New York Times Co. - Class A

    279       13,668  

 

 

 

 

Shares

   

Value

 

Media (continued)

               

Nexstar Media Group, Inc. - Class A

    84     $ 13,167  

Sirius XM Holdings, Inc.

    2,545       13,921  
              84,533  

Oil & Gas — 7.3%

               

Antero Resources Corp.(a)

    609       13,812  

Chesapeake Energy Corp.

    179       13,772  

Chord Energy Corp.

    84       13,963  

Civitas Resources, Inc.

    197       13,471  

Coterra Energy, Inc.

    542       13,832  

Devon Energy Corp.

    308       13,952  

Diamondback Energy, Inc.

    84       13,027  

EOG Resources, Inc.

    125       15,119  

EQT Corp.

    355       13,724  

HF Sinclair Corp.

    245       13,615  

Marathon Oil Corp.

    563       13,602  

Marathon Petroleum Corp.

    102       15,133  

Matador Resources Co.

    235       13,362  

Permian Resources Corp.

    997       13,559  

Pioneer Natural Resources Co.

    71       15,967  

Range Resources Corp.

    446       13,576  

Southwestern Energy Co.(a)

    2,094       13,716  

Texas Pacific Land Corp.

    5       7,862  
              245,064  

Pharmaceuticals — 2.2%

               

Cardinal Health, Inc.

    139       14,011  

Cigna Group

    56       16,770  

CVS Health Corp.

    193       15,239  

Neurocrine Biosciences, Inc.(a)

    102       13,440  

Option Care Health, Inc.(a)

    405       13,644  
              73,104  

Pipelines — 2.4%

               

Antero Midstream Corp.

    1,106       13,858  

DT Midstream, Inc.

    222       12,166  

Kinder Morgan, Inc.

    785       13,847  

ONEOK, Inc.

    191       13,412  

Targa Resources Corp.

    155       13,465  

Williams Cos., Inc.

    392       13,653  
              80,401  

Private Equity — 0.3%

               

Blackstone, Inc.

    67       8,772  
                 

Retail — 10.5%

               

AutoNation, Inc.(a)

    97       14,567  

Beacon Roofing Supply, Inc.(a)

    138       12,009  

BJ’s Wholesale Club Holdings, Inc.(a)

    209       13,932  

Burlington Stores, Inc.(a)

    68       13,225  

CarMax, Inc.(a)

    176       13,506  

Carvana Co.(a)

    252       13,341  

 

 

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

 

15

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2023 (Continued)

 

 

 

 

Shares

   

Value

 

Retail (continued)

               

Casey’s General Stores, Inc.

    55     $ 15,110  

Chipotle Mexican Grill, Inc.(a)

    5       11,435  

Darden Restaurants, Inc.

    83       13,637  

Dick’s Sporting Goods, Inc.

    97       14,254  

Dollar General Corp.

    107       14,547  

Five Below, Inc.(a)

    64       13,642  

Floor & Decor Holdings, Inc. - Class A(a)

    123       13,722  

Lithia Motors, Inc.

    40       13,171  

Macy’s, Inc.

    597       12,012  

MSC Industrial Direct Co., Inc. - Class A

    111       11,240  

Murphy USA, Inc.

    42       14,976  

O’Reilly Automotive, Inc.(a)

    14       13,301  

RH(a)

    43       12,534  

Ross Stores, Inc.

    96       13,285  

Target Corp.

    108       15,380  

Texas Roadhouse, Inc.

    108       13,201  

Tractor Supply Co.

    70       15,051  

Ulta Beauty, Inc.(a)

    28       13,720  

Williams-Sonoma, Inc.

    70       14,125  

Wingstop, Inc.

    55       14,112  
              353,035  

Savings & Loans — 0.2%

               

New York Community Bancorp, Inc.

    756       7,734  
                 

Shipbuilding — 0.4%

               

Huntington Ingalls Industries, Inc.

    55       14,280  
                 

Software — 2.6%

               

Bill.com Holdings, Inc.(a)

    165       13,462  

CCC Intelligent Solutions Holdings, Inc.(a)

    656       7,472  

DoubleVerify Holdings, Inc.(a)

    374       13,756  

Intuit, Inc.

    28       17,502  

Jack Henry & Associates, Inc.

    42       6,863  

Paychex, Inc.

    121       14,412  

Paycom Software, Inc.

    70       14,470  
              87,937  

Telecommunications — 1.3%

               

AT&T, Inc.

    943       15,824  

Frontier Communications Parent, Inc.(a)

    497       12,594  

Verizon Communications, Inc.

    410       15,457  
              43,875  

Transportation — 2.8%

               

CSX Corp.

    452       15,671  

JB Hunt Transport Services, Inc.

    69       13,782  

Knight-Swift Transportation Holdings, Inc.

    236       13,605  

Landstar System, Inc.

    70       13,556  

Norfolk Southern Corp.

    68       16,074  

 

 

 

 

Shares

   

Value

 

Transportation (continued)

               

Old Dominion Freight Line, Inc.

    27     $ 10,944  

Saia, Inc.(a)

    28       12,270  
              95,902  

Water — 0.8%

               

American Water Works Co., Inc.

    97       12,803  

Essential Utilities, Inc.

    340       12,699  
              25,502  

TOTAL COMMON STOCKS (Cost $2,831,944)

            2,966,119  
                 

PARTNERSHIPS — 2.9%

               

Partnerships — 2.9%

               

Cheniere Energy Partners LP

    263       13,095  

Energy Transfer LP

    985       13,593  

EnLink Midstream LLC

    986       11,990  

Enterprise Products Partners LP

    595       15,678  

Icahn Enterprises LP

    782       13,443  

MPLX LP

    379       13,917  

Western Midstream Partners LP

    482       14,103  
              95,819  

TOTAL PARTNERSHIPS (Cost $90,203)

            95,819  
                 

REITS — 8.7%

AGNC Investment Corp.

    755       7,407  

Agree Realty Corp.

    126       7,932  

Alexandria Real Estate Equities, Inc.

    56       7,099  

American Homes 4 Rent - Class A

    208       7,480  

Annaly Capital Management, Inc.

    381       7,380  

AvalonBay Communities, Inc.

    42       7,863  

Boston Properties, Inc.

    114       7,999  

Brixmor Property Group, Inc.

    320       7,446  

Camden Property Trust

    82       8,142  

Crown Castle Inc.

    71       8,178  

CubeSmart

    167       7,740  

EastGroup Properties, Inc.

    42       7,709  

Equity LifeStyle Properties, Inc.

    112       7,900  

Equity Residential

    124       7,584  

Essex Property Trust, Inc.

    27       6,694  

Extra Space Storage, Inc.

    53       8,498  

Federal Realty Investment Trust

    71       7,317  

First Industrial Realty Trust, Inc.

    140       7,374  

Gaming and Leisure Properties, Inc.

    151       7,452  

Healthcare Realty Trust, Inc.

    431       7,426  

Healthpeak Properties, Inc.

    383       7,583  

Host Hotels & Resorts, Inc.

    385       7,496  

Invitation Homes, Inc.

    228       7,777  

Kimco Realty Corp.

    355       7,565  

Lamar Advertising Co. - Class A

    70       7,440  

 

 

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

 

16

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2023 (Continued)

 

 

 

 

Shares

   

Value

 

REITS (continued)

       

Mid-America Apartment Communities, Inc.

    55     $ 7,395  

NNN REIT Inc.

    184       7,930  

Public Storage

    27       8,236  

Regency Centers Corp.

    112       7,504  

Rexford Industrial Realty, Inc.

    140       7,854  

Rithm Capital Corp.

    535       5,714  

Ryman Hospitality Properties, Inc.

    68       7,484  

Simon Property Group, Inc.

    57       8,130  

Spirit Realty Capital, Inc.

    167       7,296  

STAG Industrial, Inc.

    192       7,538  

Terreno Realty Corp.

    101       6,330  

UDR, Inc.

    203       7,773  

VICI Properties, Inc.

    233       7,428  

Vornado Realty Trust

    197       5,565  
              292,658  

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $304,633)

            292,658  
                 

SHORT-TERM INVESTMENTS — 0.1%

               

Money Market Funds — 0.1%

               

First American Treasury Obligations Fund - Class X, 5.29%(b)

    4,154       4,154  

TOTAL SHORT-TERM INVESTMENTS (Cost $4,154)

            4,154  
                 

TOTAL INVESTMENTS — 99.9% (Cost $3,230,934)

          $ 3,358,750  

Other Assets in Excess of Liabilities — 0.1%

            2,931  

TOTAL NET ASSETS — 100.0%

          $ 3,361,681  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

The rate shown represents the 7-day effective yield as of December 31, 2023.

 

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

 

17

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Schedule of Investments

December 31, 2023

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

SPECIAL PURPOSE ACQUISITION COMPANIES (SPACS) — 90.0%

99 Acquisition Group, Inc. - Class A(a)

    5,000     $ 50,950  

Acri Capital Acquisition Corp.(a)

    10,522       116,373  

Ai Transportation Acquisition Corp.(a)(b)

    23,000       234,600  

Aimei Health Technology Co. Ltd.(a)(b)

    16,602       169,340  

Ares Acquisition Corp. II(a)(b)

    21,312       222,497  

Atlantic Coastal Acquisition Corp. II - Class A(a)

    12,000       128,160  

Bayview Acquisition Corp.(a)(b)

    8,364       84,644  

Bukit Jalil Global Acquisition 1 Ltd.(a)(b)

    23,000       239,660  

Churchill Capital Corp. VII - Class A(a)

    20,000       210,000  

Colombier Acquisition Corp. II(a)(b)

    14,782       149,003  

ESH Acquisition Corp. – Class A(a)

    21,020       215,140  

Four Leaf Acquisition Corp. – Class A(a)

    23,000       241,960  

Global Lights Acquisition Corp.(a)(b)

    24,000       241,680  

Golden Star Acquisition Corp.(a)(b)

    26,135       272,328  

Gores Holdings IX, Inc. – Class A(a)

    21,142       221,991  

Inflection Point Acquisition Corp. II – Class A(a)(b)

    23,374       241,453  

Iron Horse Acquisitions Corp.(a)

    14,017       140,731  

Israel Acquisitions Corp. – Class A(a)(b)

    5,375       57,459  

Keen Vision Acquisition Corp.(a)(b)

    12,000       123,960  

Kernel Group Holdings, Inc. – Class A(a)(b)

    10,522       113,006  

Mars Acquisition Corp.(a)(b)

    10,840       115,229  

Newbury Street Acquisition Corp.(a)

    21,043       223,056  

Oak Woods Acquisition Corp. – Class A(a)(b)

    21,070       222,394  

OCA Acquisition Corp. – Class A(a)

    13,677       147,575  

Pono Capital Three, Inc. – Class A(a)(b)

    10,989       91,428  

Quetta Acquisition Corp.(a)

    23,000       232,300  

Spark I Acquisition Corp.(a)(b)

    23,000       233,220  

TMT Acquisition Corp. – Class A(a)(b)

    21,080       221,762  

Trailblazer Merger Corp. I(a)

    22,022       230,350  

TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES (SPACS) (Cost $4,998,468)

            5,192,249  

 

 

 

Contracts

   

Value

 

RIGHTS — 0.6%

               

Holding Companies-Diversified — 0.6%

               

99 Acquisition Group, Inc. (a)

    25,000     $ 3,749  

Bukit Jalil Global Acquisition 1 Ltd.(a)(b)

    23,000       3,462  

Distoken Acquisition Corp.(a)(b)

    10,238       1,438  

ESH Acquisition Corp.(a)

    23,000       2,887  

Global Lights Acquisition Corp.(a)(b)

    24,000       3,840  

Golden Star Acquisition Corp.(a)(b)

    28,085       5,054  

Horizon Space Acquisition I Corp.(a)(b)

    3,578       394  

Mars Acquisition Corp.(a)(b)

    10,840       2,027  

Oak Woods Acquisition Corp.(a)(b)

    23,000       3,795  

Quetta Acquisition Corp.(a)

    2,300       2,990  

TMT Acquisition Corp.(a)(b)

    23,000       5,005  

Trailblazer Merger Corp. I(a)

    22,022       2,775  

Total Holding Companies-Diversified

            37,416  

TOTAL RIGHTS (Cost $39,452)

            37,416  
                 

WARRANTS — 0.3%

               

Warrants — 0.3%

               

99 Acquisition Group, Inc., Expires October 09, 2028, Exercise Price $11.50(a)

    25,000       400  

Alchemy Investments Acquisition Corp. 1, Expires June 26, 2028, Exercise Price $11.50(a)(b)

    3,181       477  

Ares Acquisition Corp. II, Expires June 12, 2028, Exercise Price $11.50(a)(b)

    11,636       1,770  

Bite Acquisition Corp., Expires February 12, 2031, Exercise Price $11.50(a)

    2,317       70  

Bukit Jalil Global Acquisition 1 Ltd., Expires August 21, 2028, Exercise Price $11.50(a)(b)

    11,500       903  

Churchill Capital Corp. VII, Expires February 29, 2028, Exercise Price $11.50(a)

    7,382       1,208  

Distoken Acquisition Corp., Expires November 30, 2027, Exercise Price $11.50(a)(b)

    10,238       205  

Four Leaf Acquisition Corp., Expires March 15, 2028, Exercise Price $11.50(a)

    23,000       977  

Goal Acquisitions Corp., Expires February 11, 2026, Exercise Price $11.50(a)

    2,841       14  

Gores Holdings IX, Inc., Expires January 14, 2029, Exercise Price $11.50(a)

    5,071       609  

Haymaker Acquisition Corp. 4, Expires May 31, 2028, Exercise Price $11.50(a)(b)

    2,763       456  

Hennessy Capital Investment Corp. VI, Expires June 10, 2026, Exercise Price $11.50(a)

    4,085       250  

Horizon Space Acquisition I Corp., Expires March 02, 2029, Exercise Price $11.50(a)(b)

    3,578       73  

 

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

 

18

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Schedule of Investments

December 31, 2023 (Continued)

 

 

 

 

Contracts

   

Value

 

WARRANTS (continued)

               

Inflection Point Acquisition Corp. II, Expires July 17, 2028, Exercise Price $11.50(a)(b)

    11,687     $ 1,169  

Israel Acquisitions Corp., Expires February 28, 2028, Exercise Price $11.50(a)(b)

    5,375       377  

Jaws Mustang Acquisition Corp., Expires January 30, 2026, Exercise Price $11.50(a)(b)

    2,053       82  

Keen Vision Acquisition Corp., Expires September 15, 2028, Exercise Price $11.50(a)(b)

    12,000       480  

NKGen Biotech, Inc., Expires October 02, 2028, Exercise Price $11.50(a)

    1,751       124  

Oak Woods Acquisition Corp., Expires March 23, 2028, Exercise Price $11.50(a)(b)

    23,000       722  

Pono Capital Three, Inc., Expires January 11, 2028, Exercise Price $11.50(a)(b)

    10,989       989  

Screaming Eagle Acquisition Corp., Expires December 15, 2027, Exercise Price $11.50(a)(b)

    5,917       2,662  

Spark I Acquisition Corp., Expires November 27, 2028, Exercise Price $11.50(a)(b)

    11,500       1,380  

Slam Corp., Expires February 23, 2026, Exercise Price $11.50(a)(b)

    3,592       700  

Twelve Seas Investment Co. II, Expires March 02, 2028, Exercise Price $11.50(a)

    3,509       132  

TOTAL WARRANTS (Cost $20,967)

            16,229  
                 

TOTAL INVESTMENTS — 90.9% (Cost $5,058,887)

          $ 5,245,894  

Other Assets in Excess of Liabilities — 9.1%

            522,682  

TOTAL NET ASSETS — 100.0%

          $ 5,768,576  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

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

 

19

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Schedule of Open Total Return Swap Contracts

December 31, 2023

 

 

Counterparty

 

Reference
Entity

   

Pay/Receive
Total Return
on Reference
Entity

   

Financing Rate

   

Pay/Receive
Frequency

   

Termination
Date

   

Notional
Value

   

Unrealized
Appreciation/
(Depreciation)

 

Clear Street Derivatives LLC

Custom basket of U.S. stocks*

Receive

Overnight Bank Funding Rate + 0.85%

Monthly

August 23, 2024

  $ 101,188     $  

 

No upfront premiums paid on total return swaps.

 

*

The components of the basket as of December 31, 2023 are shown below:

 

Name

 

Quantity

   

Value

   

Weight

 

Ares Acquisition Corporation II

    1,960     $ 20,462       20.1 %

ESH Acquisition Corp. - Class A

    1,980       20,292       19.9 %

Golden Star Acquisition Corporation

    1,950       20,319       20.0 %

Oak Woods Acquisition Corporation - Class A

    1,930       20,323       20.0 %

TMT Acquisition Corp

    1,920       20,352       20.0 %
            $ 101,748       100.0 %

 

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

 

20

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2023

 

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

 

Assets

                       

Investments, at value(1)

  $ 37,774,055     $ 61,479,803     $ 2,505,668  

Dividends and interest receivable

    12,372       194,051       3,924  

Receivable for Fund shares sold

    1,146,855              

Total assets

    38,933,282       61,673,854       2,509,592  
                         

Liabilities

                       

Payable to Adviser

    19,404       34,204       1,591  

Payable for investment securities purchased

    1,067,638              

Total liabilities

    1,087,042       34,204       1,591  

Net Assets

  $ 37,846,240     $ 61,639,650     $ 2,508,001  
                         

Net Assets Consists of:

                       

Paid-in capital

  $ 45,174,831     $ 68,495,439     $ 2,798,448  

Total distributable earnings (accumulated losses)

    (7,328,591 )     (6,855,789 )     (290,447 )

Net Assets

  $ 37,846,240     $ 61,639,650     $ 2,508,001  
                         

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    990,000       2,220,000       110,000  

Net Asset Value, redemption price and offering price per share

  $ 38.23       27.77       22.80  
                         

(1) Cost of investments

  $ 37,377,184     $ 59,697,134     $ 2,689,199  

 

 

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

 

21

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2023 (Continued)

 

 

   

RiverNorth
Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 

Assets

               

Investments, at value(1)

  $ 3,358,750     $ 5,245,894  

Cash

          148,314  

Cash held as collateral for swaps

          27,500  

Dividends and interest receivable

    4,915       718  

Receivable for investments sold

          350,822  

Total assets

    3,363,665       5,773,248  
                 

Liabilities

               

Payable to Adviser

    1,984       4,562  

Payable for open swap contracts

          110  

Total liabilities

    1,984       4,672  

Net Assets

  $ 3,361,681     $ 5,768,576  
                 

Net Assets Consists of:

               

Paid-in capital

  $ 3,788,157     $ 5,662,759  

Total distributable earnings (accumulated losses)

    (426,476 )     105,817  

Net Assets

  $ 3,361,681     $ 5,768,576  
                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    140,000       225,000  

Net Asset Value, redemption price and offering price per share

  $ 24.01     $ 25.64  
                 

(1) Cost of investments

  $ 3,230,934     $ 5,058,887  

 

 

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

 

22

 

 

TrueShares ETFs

Statements of Operations

For the Year Ended December 31, 2023

 

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

 

Investment Income

                       

Dividend income (net of withholding taxes and issuance fees of $—, $—, and $14,395, respectively)

  $ 771     $ 2,597,151     $ 82,905  

Interest income

    96,465       100,554       2,614  

Total investment income

    97,236       2,697,705       85,519  
                         

Expenses

                       

Investment advisory fees

    167,801       433,554       18,820  

Tax expense

    185       185        

Total expenses

    167,986       433,739       18,820  

Net investment income (loss)

    (70,750 )     2,263,966       66,699  
                         

Realized and Unrealized Gain (Loss) on Investments and Foreign Currency

                       

Net realized gain (loss) on:

                       

Investments

    (3,242,058 )     (41,965 )     (47,191 )

Foreign currency transactions

                (1,460 )

Net realized gain (loss) on investments and foreign currency transactions

    (3,242,058 )     (41,965 )     (48,651 )

Net change in unrealized appreciation/depreciation on:

                       

Investments

    14,066,644       (3,038,764 )     (147,626 )

Foreign currency translation

                831  

Net change in unrealized appreciation/depreciation on investments and foreign currency translation

    14,066,644       (3,038,764 )     (146,795 )

Net realized and unrealized gain (loss) on investments and foreign currency

    10,824,586       (3,080,729 )     (195,446 )

Net increase (decrease) in net assets from operations

  $ 10,753,836     $ (816,763 )   $ (128,747 )

 

 

 

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

 

23

 

 

TrueShares ETFs

Statements of Operations

For the Year Ended December 31, 2023 (Continued)

 

 

   

RiverNorth
Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 

Investment Income

               

Dividend income

  $ 66,888     $  

Interest income

    1,427       20,453  

Total investment income

    68,315       20,453  
                 

Expenses

               

Investment advisory fees

    22,466       52,607  

Other Expenses

          252  

Total expenses

    22,466       52,859  

Net investment income (loss)

    45,849       (32,406 )
                 

Realized and Unrealized Gain (Loss) on Investments

               

Net realized gain (loss) on:

               

Investments

    (101,063 )     239,085  

Swaps

          (684 )

Net realized gain/(loss) on investments and swap contracts

    (101,063 )     238,401  

Net change in unrealized appreciation/depreciation on investments

    420,862       125,425  

Net realized and unrealized gain (loss) on investments

    319,799       363,826  

Net increase (decrease) in net assets from operations

  $ 365,648     $ 331,420  

 

 

 

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

 

24

 

 

TrueShares ETFs

Statements of Changes in Net Assets

 

 

 

   

TrueShares Technology, AI
& Deep Learning ETF

 
   

Year Ended
December 31,
2023

   

Year Ended
December 31,
2022

 

From Operations

               

Net investment income (loss)

  $ (70,750 )   $ (131,297 )

Net realized gain (loss) on investments

    (3,242,058 )     (1,688,095 )

Net change in unrealized appreciation/depreciation on investments

    14,066,644       (16,195,089 )

Net increase (decrease) in net assets resulting from operations

    10,753,836       (18,014,481 )
                 

From Distributions

               

Distributable earnings

           

Total distributions

           
                 

From Capital Share Transactions

               

Proceeds from shares sold

    23,341,002       5,630,240  

Cost of shares redeemed

    (10,548,470 )     (11,009,818 )

Net increase (decrease) in net assets resulting from capital share transactions

    12,792,532       (5,379,578 )
                 

Total Increase (Decrease) in Net Assets

    23,546,368       (23,394,059 )
                 

Net Assets

               

Beginning of year

    14,299,872       37,693,931  

End of year

  $ 37,846,240     $ 14,299,872  
                 

Changes in Shares Outstanding

               

Shares outstanding, beginning of year

    625,000       800,000  

Shares sold

    730,000       150,000  

Shares redeemed

    (365,000 )     (325,000 )

Shares outstanding, end of year

    990,000       625,000  

 

 

 

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

 

25

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares Low Volatility
Equity Income ETF

   

TrueShares Eagle Global
Renewable Energy Income ETF

 
   

Year Ended
December 31,
2023

   

Year Ended
December 31,
2022

   

Year Ended
December 31,
2023

   

Period Ended
December 31,
2022
(1)

 

From Operations

                               

Net investment income

  $ 2,263,966     $ 2,076,126     $ 66,699     $ (271 )

Net realized gain (loss) on investments and foreign currency

    (41,965 )     (1,788,783 )     (48,651 )     (1,747 )

Net change in unrealized appreciation/depreciation on investments and foreign currency

    (3,038,764 )     1,890,513       (146,795 )     (36,740 )

Net increase (decrease) in net assets resulting from operations

    (816,763 )     2,177,856       (128,747 )     (38,758 )
                                 

From Distributions

                               

Distributable earnings

    (2,263,590 )     (2,075,345 )     (64,494 )      

Return of capital

          (693 )           (238 )

Total distributions

    (2,263,590 )     (2,076,038 )     (64,494 )     (238 )
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    31,593,422       39,931,580       1,162,454       2,494,265  

Cost of shares redeemed

    (45,144,721 )     (7,987,377 )     (916,481 )      

Net increase in net assets resulting from capital share transactions

    (13,551,299 )     31,944,203       245,973       2,494,265  
                                 

Total Increase in Net Assets

    (16,631,652 )     32,046,021       52,732       2,455,269  
                                 

Net Assets

                               

Beginning of period

    78,271,302       46,225,281       2,455,269        

End of period

  $ 61,639,650     $ 78,271,302     $ 2,508,001     $ 2,455,269  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    2,700,000       1,600,000       100,000        

Shares sold

    1,150,000       1,375,000       50,000       100,000  

Shares redeemed

    (1,630,000 )     (275,000 )     (40,000 )      

Shares outstanding, end of period

    2,220,000       2,700,000       110,000       100,000  

 

(1)

The Fund commenced operations on December 8, 2022.

 

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

 

26

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

RiverNorth Patriot ETF

   

RiverNorth Enhanced Pre-
Merger SPAC ETF

 
   

Year Ended
December 31,
2023

   

Year Ended
December 31,
2022

   

Year Ended
December 31,
2023

   

Period Ended
December 31,
2022
(1)

 

From Operations

                               

Net investment income (loss)

  $ 45,849     $ 48,932     $ (32,406 )   $ (13,101 )

Net realized gain (loss) on investments and swap contracts

    (101,063 )     (163,346 )     238,401       31,432  

Net change in unrealized appreciation/depreciation on investments

    420,862       (293,046 )     125,425       61,581  

Net increase (decrease) in net assets resulting from operations

    365,648       (407,460 )     331,420       79,912  
                                 

From Distributions

                               

Distributable earnings

    (46,695 )     (48,932 )     (289,752 )     (8,355 )

Return of capital

          (407 )            

Total distributions

    (46,695 )     (49,339 )     (289,752 )     (8,355 )
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    929,571       3,691,633       2,430,981       4,372,345  

Cost of shares redeemed

    (1,141,872 )     (1,229,805 )     (522,192 )     (625,783 )

Net increase in net assets resulting from capital share transactions

    (212,301 )     2,461,828       1,908,789       3,746,562  
                                 

Total Increase in Net Assets

    106,652       2,005,029       1,950,457       3,818,119  
                                 

Net Assets

                               

Beginning of period

    3,255,029       1,250,000       3,818,119        

End of period

  $ 3,361,681     $ 3,255,029     $ 5,768,576     $ 3,818,119  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    150,000       50,000       150,000        

Shares sold

    40,000       150,000       95,000       150,000  

Shares redeemed

    (50,000 )     (50,000 )     (20,000 )      

Shares outstanding, end of period

    140,000       150,000       225,000       150,000  

 

(1)

The Fund commenced operations on July 11, 2022.

 

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

 

27

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period

 

 

   

Per Share
Operating
Performance
(For a share
outstanding
throughout
each
period)

 
           

Income from
Investment
Operations

   

Less
Distributions Paid From

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain
(loss) on
investments

   

Total from
investment
operations

   

Net
investment
income

   

Return of
capital

   

Net realized
gains

   

Total
distributions
paid

 

TrueShares Technology, AI & Deep Learning ETF

                                                       

For the period 01/01/2023 - 12/31/2023

  $ 22.88       (0.08 )     15.43       15.35                          

For the period 01/01/2022 - 12/31/2022

  $ 47.12       (0.19 )     (24.05 )     (24.24 )                        

For the period 01/01/2021 - 12/31/2021

  $ 47.61       (0.31 )     (0.12 )(8)     (0.43 )                 (0.06 )     (0.06 )

For the period 02/28/2020(7) — 12/31/2020

  $ 25.00       (0.19 )     22.80       22.61                          

TrueShares Low Volatility Equity Income ETF

                                                       

For the period 01/01/2023 - 12/31/2023

  $ 28.99       0.94       (1.18 )     (0.24 )     (0.98 )                 (0.98 )

For the period

01/01/2022 - 12/31/2022

  $ 28.89       0.99       0.04       1.03       (0.93 )     (0.00 )(9)           (0.93 )

For the period 01/27/2021(7) — 12/31/2021

  $ 25.00       0.81       4.19       5.00       (0.69 )           (0.42 )     (1.11 )

 

 

(1)

Per share net investment income (loss) was calculated using average shares outstanding.

 

(2)

Annualized for periods less than one year.

 

(3)

Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

 

(4)

Not annualized for periods less than one year.

 

(5)

Excludes in-kind transactions associated with creations and redemptions of the Fund.

 

(6)

The returns reflect the actual performance for the period and do not include the impact of trades executed on the last business day of the period that were recorded on the first business day of the next period

 

(7)

Commencement of Operations.

 

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

 

28

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

 

Per Share
Operating
Performance
(For a share
outstanding
throughout
each period)

   

Ratios/
Supplemental
Data

 
                                 

Ratios to
Average Net
Assets of:
(2)

         
 

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                       
  $ 38.23       67.08 %     67.11 %   $ 37,846       0.68 %     (0.29 )%     18 %
  $ 22.88       (51.44 )%     (51.46 )%   $ 14,300       0.68 %     (0.60 )%     25 %
  $ 47.12       (0.90 )%     (0.96 )%   $ 37,694       0.68 %     (0.67 )%     14 %
  $ 47.61       90.43 %     90.52 %   $ 27,374       0.68 %     (0.59 )%     30 %
                                                       
  $ 27.77       (0.73 )%     (0.66 )%   $ 61,640       0.65 %     3.39 %     81 %
  $ 28.99       3.65 %     3.54 %   $ 78,271       0.65 %     3.42 %     41 %
  $ 28.89       20.10 %(6)     20.17 %(6)   $ 46,225       0.65 %     3.08 %     55 %

 

 

(8)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

 

(9)

Less than $(0.005).

 

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

 

29

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

   

Per Share
Operating
Performance
(For a share
outstanding
throughout
each
period)

 
           

Income from
Investment
Operations

   

Less
Distributions Paid From

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain
(loss) on
investments

   

Total from
investment
operations

   

Net
investment
income

   

Return of
capital

   

Net realized
gains

   

Total
distributions
paid

 

TrueShares Eagle Global Renewal Energy Income ETF

                                                       

For the year 01/01/2023 — 12/31/2023

  $ 24.55       0.62       (1.78 )     (1.16 )     (0.59 )                 (0.59 )

For the period 12/08/2022(7) — 12/31/2022

  $ 24.76       (0.00 )(9)     (0.21 )     (0.21 )           (0.00 )(9)           (0.00 )(9)

RiverNorth Patriot ETF

                                                               

For the period 01/01/2023 - 12/31/2023

  $ 21.70       0.32       2.32       2.64       (0.33 )                 (0.33 )

For the period 01/01/2022 - 12/31/2022

  $ 25.00       0.34       (3.31 )     (2.97 )     (0.33 )     (0.00 )(9)           (0.33 )

For the period 12/31/2021(7) — 12/31/2021

  $ 25.00                                            

RiverNorth Enhanced Pre-Merger SPAC ETF

                                                               

For the year 01/01/2023 — 12/31/2023

  $ 25.45       (0.14 )     1.62       1.48       (0.73 )           (0.56 )     (1.29 )

For the period 07/11/2022(7) — 12/31/2022

  $ 25.00       (0.09 )     0.60       0.51       (0.06 )                 (0.06 )

 

 

(1)

Per share net investment income (loss) was calculated using average shares outstanding.

 

(2)

Annualized for periods less than one year.

 

(3)

Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

 

(4)

Not annualized for periods less than one year.

 

(5)

Excludes in-kind transactions associated with creations and redemptions of the Fund.

 

(6)

The returns reflect the actual performance for the period and do not include the impact of trades executed on the last business day of the period that were recorded on the first business day of the next period

 

(7)

Commencement of Operations.

 

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

 

30

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

 

Per Share
Operating
Performance
(For a share
outstanding
throughout
each period)

   

Ratios/
Supplemental
Data

 
                                 

Ratios to
Average Net
Assets of:
(2)

         
 

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                       
  $ 22.80       (4.65 )%     (5.12 )%   $ 2,508       0.75 %     2.66 %     52 %
  $ 24.55       (0.83 )%     (0.18 )%   $ 2,455       0.75 %     (0.22 )%     2 %
                                                       
  $ 24.01       12.18 %     12.16 %   $ 3,362       0.70 %     1.43 %     46 %
  $ 21.70       (11.89 )%     (11.90 )%   $ 3,255       0.70 %     1.50 %     31 %
  $ 25.00       %     %   $ 1,250       0.70 %     %     %
                                                       
  $ 25.64       5.71 %     5.95 %   $ 5,769       0.89 %     (0.55 )%     132 %
  $ 25.45       2.02 %     2.18 %   $ 3,818       0.89 %     (0.76 )%     43 %

 

 

(8)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

 

(9)

Less than $(0.005).

 

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

 

31

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023

 

 

1. ORGANIZATION

 

The TrueShares ETFs are a series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As of December 31, 2023, the TrueShares ETFs consist of seventeen active series, five of which are covered in this report (each a “Fund,” and collectively, the “Funds”).

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Technology, AI & Deep Learning ETF (“AI ETF”)

LRNZ

Non-diversified

February 28, 2020

TrueShares Low Volatility Equity Income ETF (“DIVZ ETF”)

DIVZ

Non-diversified

January 27, 2021

TrueShares Eagle Global Renewal Energy Income ETF (“RNWZ ETF”)

RNWZ

Non-diversified

December 8, 2022

RiverNorth Patriot ETF (“FLDZ ETF”)

FLDZ

Non-diversified

December 31, 2021

RiverNorth Enhanced Pre-Merger SPAC ETF (“SPCZ ETF”)

SPCZ

Non-diversified

July 11, 2022

 

The operational TrueShares ETFs covered outside of this report consists of:

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Structured Outcome (July) ETF (“JULZ ETF”)

JULZ

Diversified

July 1, 2020

TrueShares Structured Outcome (August) ETF (“AUGZ ETF”)

AUGZ

Diversified

August 3, 2020

TrueShares Structured Outcome (September) ETF (“SEPZ ETF”)

SEPZ

Diversified

September 1, 2020

TrueShares Structured Outcome (October) ETF (“OCTZ ETF”)

OCTZ

Diversified

October 1, 2020

TrueShares Structured Outcome (November) ETF (“NOVZ ETF”)

NOVZ

Diversified

November 2, 2020

TrueShares Structured Outcome (December) ETF (“DECZ ETF”)

DECZ

Diversified

December 1, 2020

TrueShares Structured Outcome (January) ETF (“JANZ ETF”)

JANZ

Non-diversified

January 4, 2021

TrueShares Structured Outcome (February) ETF (“FEBZ ETF”)

FEBZ

Non-diversified

February 1, 2021

TrueShares Structured Outcome (March) ETF (“MARZ ETF”)

MARZ

Non-diversified

March 1, 2021

TrueShares Structured Outcome (April) ETF (“APRZ ETF”)

APRZ

Non-diversified

April 1, 2021

TrueShares Structured Outcome (May) ETF (“MAYZ ETF”)

MAYZ

Non-diversified

May 3, 2021

TrueShares Structured Outcome (June) ETF (“JUNZ ETF”)

JUNZ

Non-diversified

June 1, 2021

 

Each Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its following investment objectives:

 

Fund

Investment Objective

AI ETF

Seeks to achieve its total return investment objective by investing in Common stock of technology, artificial intelligence and deep learning companies.

DIVZ ETF

Seeks to provide capital appreciation with lower volatility and a higher dividend yield compared to the S&P 500 Index by investing common stocks with the best combination of dividend yield with potential for dividend growth and are currently under-valued in the market.

RNWZ ETF

Seeks to achieve its long-term growth of capital objective by investing in Common stock that primarily own or operate assets used in the development, generation, production, transmission, storage and sale of alternative and renewable energy such as solar power, wind power, biofuels, hydropower, nuclear or geothermal power.

FLDZ ETF

Seeks capital appreciation by investing in mid to large cap companies that are domiciled in, and with revenues which are primarily generated in, the United States of America. FLDZ is designed to provide an alternative approach to charity and seeks to delivers true impact investing.

SPCZ ETF

Seeks to preserve capital and provide incremental total return by investing primarily in units made up of common stock, warrants and rights of U.S.-listed special purpose acquisition companies (“SPACs”).

 

32

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

Costs incurred by the Funds in connection with the organization, registration and the initial public offering of shares were paid by TrueMark Investments, LLC (“TrueMark” or the “Adviser”), the Funds’ Investment Adviser.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. Each Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.

 

Use of Estimates

 

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

 

Share Transactions

 

The net asset value (“NAV”) per share of each Fund will be equal to a Fund’s total assets minus a Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading.

 

Fair Value Measurement

 

In calculating the NAV, each Fund’s exchange-traded equity securities will be valued at fair value, which will generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation. Such valuations are typically categorized as Level 1 in the fair value hierarchy described below.

 

Securities listed on the NASDAQ Stock Market, Inc. are generally valued at the NASDAQ official closing price.

 

Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.

 

FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated into fair value measurements. Under ASC 820, various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the following hierarchy:

 

 

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have 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 securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

 

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

 

33

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

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.

 

If market quotations are not readily available, or if it is determined that a quotation of a security does not represent fair value, then the security is valued at fair value as determined in good faith by the Adviser using procedures adopted by the Board of Trustees of the Trust (the “Board”). The valuation of each Fund’s investments is performed in accordance with the principles found in Rule 2a-5 of the 1940 Act. The circumstances in which a security may be fair valued include, among others: the occurrence of events that are significant to a particular issuer, such as mergers, restructurings or defaults; the occurrence of events that are significant to an entire market, such as natural disasters in a particular region or government actions; trading restrictions on securities; thinly traded securities; and market events such as trading halts and early market closings. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. Fair valuation could result in a different NAV than a NAV determined by using market quotations. Such valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy described below.

 

Debt securities, including short-term debt instruments having a maturity of less than 60 days, are generally valued using the last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by approved independent third-party pricing services. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity, unless the Adviser determines in good faith that such method does not represent fair value.

 

Foreign securities, currencies and other assets denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar using the applicable currency exchange rates as of the close of the NYSE, generally 4:00 p.m. Eastern Time.

 

Swap contracts are valued using the closing price of the underlying holding that the contract is tracking.

 

All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Board, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The hierarchy classification of inputs used to value the Funds’ investments at December 31, 2023, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Technology, AI & Deep Learning ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 35,347,803     $     $     $ 35,347,803  

Money Market Funds

    2,426,252                   2,426,252  

Total Investments - Assets

  $ 37,774,055     $     $     $ 37,774,055  

 

* See the Schedule of Investments for industry classifications.

 

34

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Low Volatility Equity Income ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 60,460,532     $     $     $ 60,460,532  

Money Market Funds

    1,019,271                   1,019,271  

Total Investments - Assets

  $ 61,479,803     $     $     $ 61,479,803  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

True Shares Eagle Global Renewable Energy Income ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 2,390,756     $     $     $ 2,390,756  

Real Estate Investment Trusts

    43,879                   43,880  

Money Market Funds

    71,033                   71,033  

Total Investments - Assets

  $ 2,505,668     $     $     $ 2,505,669  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Patriot ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 2,966,119     $     $     $ 2,966,119  

Partnerships*

    95,819                   95,819  

Real Estate Investment Trusts

    292,658                   292,658  

Money Market Funds

    4,154                   4,154  

Total Investments - Assets

  $ 3,358,750     $     $     $ 3,358,750  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Enhanced Pre- Merger SPAC ETF

                               

Investments - Assets:

                               

Special Purpose Acquisition Companies (SPACS)

  $ 4,515,055     $ 677,194     $     $ 5,192,249  

Rights

    12,138       25,278             37,416  

Warrants

    9,580       6,649             16,229  

Total Investments - Assets

  $ 4,536,773     $ 709,121     $     $ 5,245,894  

Other Financial Instruments

                               

Total Return Swaps

  $     $     $     $  

 

Security Transactions

 

Investment transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification basis.

 

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments and currency gains or losses realized between the trade and settlement dates on securities transactions from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

35

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

The Funds report 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 foreign currency transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains or losses arise from changes in the values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

 

Investment Income

 

Dividend income is recognized on the ex-dividend date. Interest income is accrued daily. Withholding taxes on foreign dividends has been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations. Dividend withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. Dividends received on investments that represent a return of capital are classified as a reduction of cost of investments.

 

Distributions received from each Fund’s investments in real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain, or a return of capital. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, the Funds must use estimates in reporting the character of its income and distributions received during the current calendar year for financial statement purposes. The actual character of distributions to each Fund’s shareholders will be reflected on the Form 1099 received by shareholders after the end of the calendar year. Due to the nature of REIT investments, a portion of the distributions received by each Fund’s shareholders may represent a return of capital.

 

Tax Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions

 

The Funds are treated as separate entities for Federal income tax purposes. Each Fund intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, each Fund must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, each Fund will not be subject to Federal income tax.

 

Distributions to shareholders are recorded on the ex-dividend date. The AI ETF, FLDZ ETF and SPCZ ETF generally pay out dividends from net investment income, if any, at least annually, and distribute its net capital gains, if any, to shareholders at least annually. The DIVZ ETF and RNWZ ETF intend to pay out dividends from net investment income, if any, quarterly. The Funds will declare and pay capital gain distributions, if any, in cash at least annually. The Funds may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital.

 

Management evaluates the Funds’ tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as income tax expense. The Funds’ Federal income tax returns are subject to examination by the Internal Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. As of December 31, 2023, the Funds’ most recent fiscal year end, the Funds had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of December 31, 2023, the Funds’ most recent fiscal year end, the Funds had no examination in progress and management is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

36

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

The Funds recognized no interest or penalties related to uncertain tax benefits in the 2023 fiscal year. At December 31, 2023, the Funds’ most recent fiscal year end, the tax periods from commencement of operations remained open to examination in the Funds’ major tax jurisdiction.

 

Indemnification

 

In the normal course of business, the Funds expect to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these anticipated arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

 

Derivatives

 

SPCZ may enter into total return swap agreements. The Fund may utilize swap agreements in an attempt to gain exposure to the securities in a market without actually purchasing those securities, or to hedge a position. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.

 

The total return swap contracts are subject to master netting agreements, which are agreements between the Fund and its counterparties that provide for the net settlement of all transactions and collateral with the Fund through a single payment, in the event of default or termination. Amounts presented on the Schedule of Total Return Swaps are gross settlement amounts.

 

The following table presents the Fund’s gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Fund as of December 31, 2023.

 

RiverNorth Enhanced Pre-merger SPAC ETF

 

                   

Gross
Amounts of
Recognized
Assets/
(Liabilities)
Presented
in the
Statements

   

Gross
Amounts
Offset in the
Statements

   

Net Amount
Presented
in the
Statements

   

Gross Amounts not
offset in the Statements
of Assets & Liabilities

         
   

Counterparty

   

Investment Type

   

of Assets &
Liabilities

   

of Assets &
Liabilities

   

of Asset &
Liabilities

   

Financial
Instruments

   

Collateral
Paid

   

Net Amount

 

Liabilities

Clear Street Derivatives, LLC

Total Return Swap Contracts

  $ (110 )   $     $ 110     $     $ 110     $  

 

The average monthly notional amount of the swap contracts during the year ended December 31, 2023, was as follows:

 

   

Average Monthly
Notional
Amount of Swap
Contracts

 

RiverNorth Enhanced Pre-Merger SPAC ETF

  $ 41,872  

 

37

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of December 31, 2023:

 

 

Derivative

 

Statements
of Assets and
Liabilities

   

Assets

   

Liabilities

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Equity Risk Swap Contracts

Payable for open swap contracts

  $     $ 110  

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the year ended December 31, 2023:

 

   

Derivative

   

Statements
of Operations

   

Net Realized
Gain (Loss)

   

Net Change
in Unrealized
Appreciation/
Depreciation

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Equity Risk Swap Contracts

Swaps

  $ (684 )   $  

 

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

 

Investment Advisory Agreement

 

The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the Funds’ assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Funds subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act (the “Independent Trustees”).

 

Pursuant to the Advisory Agreement between the Trust, on behalf of the Funds, and TrueMark, each Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of each Fund’s respective average daily net assets, as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.68%

TrueShares Low Volatility Equity Income ETF

0.65%

TrueShares Eagle Global Renewal Energy Income ETF

0.75%

RiverNorth Patriot ETF

0.70%

RiverNorth Enhanced Pre- Merger SPAC ETF

0.89%

 

TrueMark has agreed to pay all expenses of the Funds except the fee paid to TrueMark under the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (if any). TrueMark, in turn, compensates the Sub-Advisers from the management fee it receives.

 

Black Hill Capital Partners, LLC (the “AI ETF Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the AI ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the AI ETF Sub-Adviser, the AI ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the AI ETF Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is 50% of the Adviser’s net profits. “Net profits” means, the total Adviser’s fees received by the Adviser from the ETF during a fiscal period, less the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the ETF, which expenses include, without limitation: expense waivers and reimbursements; commissions; legal, administrative and custodial expenses; ntf/platform/omnibus fees; filing and registration fees; proxy solicitation expenses; taxes; interest.

 

38

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

Opal Capital LLC (the “DIVZ ETF Sub-Advisor”), a Florida limited liability company serves as sub-adviser to the DIVZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the DIVZ ETF Sub-Adviser, the DIVZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. The DIVZ ETF Sub-Advisor is entitled to a sub-advisory fee paid by the Adviser, which is 70% the net profits of the DIVZ ETF, calculated monthly.

 

Eagle Global Advisors LLC (the “RNWZ ETF Sub-Advisor”), a Texas limited liability company serves as sub-adviser to the RNWZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the RNWZ ETF Sub-Adviser, the RNWZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. The RNWZ ETF Sub-Advisor is entitled to a sub-advisory fee paid by the Adviser, which is 50% the net profits of the RNWZ ETF, calculated monthly.

 

RiverNorth Capital Management, LLC (the “RiverNorth ETF’s Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to FLDZ and SPCZ. Pursuant to a Sub-Advisory Agreement between the Adviser and the RiverNorth ETF’s Sub-Adviser, the RiverNorth ETF’s Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the RiverNorth ETF’s Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly at an annual rate as follows:

 

Fund

Rate

RiverNorth Patriot ETF

0.60% based on the daily net assets of the Fund

RiverNorth Enhanced Pre- Merger SPAC ETF

75% of the Net Profits

 

The RiverNorth ETF’s Sub-Adviser will donate a majority of its sub-advisory fee from FLDZ or 100% of the profit derived from its management of the Fund, whichever is greater, to the Folds of Honor Foundation, a charity focused on providing scholarships to families of veterans.

 

Distribution Agreement and 12b-1 Plan

 

Foreside Fund Services, LLC a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group) (the “Distributor”) serves as each Fund’s distributor pursuant to a Distribution Agreement. The Distributor receives compensation from the Adviser for certain statutory underwriting services it provides to the Funds. The Distributor enters into agreements with certain broker-dealers and others that will allow those parties to be “Authorized Participants” and to subscribe for and redeem shares of the Funds. The Distributor will not distribute shares in less than whole Creation Units and does not maintain a secondary market in shares.

 

The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, each Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Funds and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of each Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Funds.

 

Administrator, Custodian and Transfer Agent

 

U.S. Bancorp Fund Services LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accountant of the Funds pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Funds’ custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays each Fund’s administrative, custody and transfer agency fees.

 

A Trustee and all officers of the Trust are affiliated with the Administrator and the Custodian.

 

39

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

4. CREATION AND REDEMPTION TRANSACTIONS

 

Shares of the AI ETF, the DIVZ ETF and the RNWZ ETF are listed and traded on the NYSE Arca, Inc. Shares of the FLDZ ETF and SPCZ ETF are listed and traded on the CBOE BXZ Exchange, Inc. Each Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares called “Creation Units”. Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the NYSE is open for trading. The NAV of the shares of each Fund will be equal to a Fund’s total assets minus a Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to four decimal places.

 

Creation Unit Transaction Fee

 

Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the “Creation Unit Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased or redeemed by an investor on the applicable business day. The Creation Unit Transaction Fee charged by the AI ETF and DIVZ ETF for each creation order is $300. The Creation Unit Transaction Fee charged by the RNWZ ETF, FLDZ ETF and SPCZ ETF for each creation order is $500.

 

An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (1) creations effected outside the clearing process and (2) creations made in an all cash amount (to offset the Trust’s brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. Each Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders. Variable fees, if any, received by the Funds are displayed in the Capital Share Transactions section on the Statements of Changes in Net Assets.

 

Only “Authorized Participants” may purchase or redeem shares directly from the Funds. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of 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 will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Funds. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.

 

A creation unit will generally not be issued until the transfer of good title of the deposit securities to the Funds and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Funds will be issued to such authorized participant notwithstanding the fact that the Funds’ deposits have not been received in part or in whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If the Funds or their agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be deemed rejected and the authorized participant shall be liable to the Funds for losses, if any.

 

40

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

5. FEDERAL INCOME TAX

 

The tax character of distributions paid was as follows:

 

   

Year Ended
December 31, 2023

   

Year Ended
December 31, 2022

 
   

Ordinary
Income
(1)

   

Long-Term
Capital
Gain

   

Return of
Capital

   

Ordinary
Income
(1)

   

Long-Term
Capital
Gain

   

Return of
Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $     $     $     $     $     $  

TrueShares Low Volatility Equity Income ETF

    2,263,590                   2,075,345             693  

TrueShares Eagle Global Renewable Energy Income ETF

    64,494                               238  

RiverNorth Patriot ETF

    46,695                   48,932             407  

RiverNorth Enhanced Pre-Merger SPAC ETF

    256,763       32,989             8,355              

 

(1)

Ordinary income includes short-term capital gains.

 

At December 31, 2023, the Funds’ most recent fiscal year or period end, the components of distributable earnings (accumulated losses) and cost of investments on a tax basis, including the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting year, were as follows:

 

As of December 31, 2023, the components of accumulated earnings (losses) for income tax purposes were as follows:

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

   

TrueShares
RiverNorth
Patriot ETF

   

TrueShares
RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 

Federal Tax Cost of Investments

  $ 38,224,840     $ 60,926,327     $ 2,754,412     $ 3,311,883     $ 5,322,104  

Gross Tax Unrealized Appreciation

  $ 5,754,933     $ 3,887,221     $ 96,393     $ 308,120     $ 224,172  

Gross Tax Unrealized Depreciation

    (6,205,719 )     (3,333,744 )     (345,141 )     (261,253 )     (153,113 )

Net Tax Unrealized Appreciation (Depreciation)

    (450,786 )     553,477       (248,748 )     46,867       71,059  

Undistributed Ordinary Income

          376                   32,711  

Undistributed Capital Gains

                            2,585  

Other Accumulated Gain (Loss)

    (6,877,805 )     (7,409,642 )     (41,699 )     (473,343 )     (538 )

Total Distributable Earnings / (Accumulated Losses)

  $ (7,328,591 )   $ (6,855,789 )   $ (290,447 )   $ (426,476 )   $ 105,817  

 

41

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

 

Under current tax law, net capital losses realized and specified ordinary losses after October 31st may be deferred and treated as occurring on the first day of the following fiscal year. TrueShares Eagle Global Renewable Energy Income ETF had deferred late year ordinary losses of $617. The Funds’ carryforward losses and post-October losses are determined only at the end of each fiscal year. At December 31, 2023, the Funds’ most recent fiscal year or period end, the Funds had carryforward losses which will be carried forward indefinitely to offset future realized capital gains as follows:

 

   

Indefinite Short
Term Capital
Loss Carryover

   

Indefinite Long
Term Capital
Loss Carryover

 

TrueShares Technology, AI & Deep Learning ETF

  $ 1,109,367     $ 5,768,439  

TrueShares Low Volatility Equity Income ETF

    4,790,444       2,619,198  

TrueShares Eagle Global Renewable Energy Income ETF

    39,016       2,066  

RiverNorth Patriot ETF

    296,924       172,843  

RiverNorth Enhanced Pre-Merger SPAC ETF

           

 

U.S. 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 NAV per share. The permanent differences primarily relate to redemptions in-kind. For the year ended December 31, 2023, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities.

 

   

Total
Distributable
Earnings
(Accumulated
Losses)

   

Paid In Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $ (452,161 )   $ 452,161  

TrueShares Low Volatility Equity Income ETF

    (4,991,083 )     4,991,083  

TrueShares Eagle Global Renewable Energy Income ETF

    (58,720 )     58,720  

RiverNorth Patriot ETF

    (260,525 )     260,525  

RiverNorth Enhanced Pre-Merger SPAC ETF

    (6,244 )     6,244  

 

6. INVESTMENT TRANSACTIONS

 

During the year ended December 31, 2023, the Funds realized amounts in net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated losses) to paid in-capital. The amounts of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statements of Operations is as follows:

 

   

Realized Gains

   

Realized Losses

 

TrueShares Technology, AI & Deep Learning ETF

  $ 1,682,247     $ (304,448 )

TrueShares Low Volatility Equity Income ETF

    5,768,279       (293,958 )

TrueShares Eagle Global Renewable Energy Income ETF

    85,394       (11,746 )

RiverNorth Patriot ETF

    283,533       (13,619 )

RiverNorth Enhanced Pre-Merger SPAC ETF

    11,812       (443 )

 

42

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2023 (Continued)

 

 

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the year ended December 31, 2023, were as follows:

 

   

Purchases

   

Sales

   

Creations
In-Kind

   

Redemptions
In-Kind

 

TrueShares Technology, AI & Deep Learning ETF

  $ 5,302,018     $ 4,165,845     $ 19,010,455     $ 9,794,862  

TrueShares Low Volatility Equity Income ETF

    52,463,799       53,182,450       30,313,544       42,645,113  

TrueShares Eagle Global Renewable Energy Income ETF

    1,262,558       1,361,438       1,136,788       809,653  

RiverNorth Patriot ETF

    1,599,087       1,464,915       861,322       1,153,972  

RiverNorth Enhanced Pre-Merger SPAC ETF

    8,624,434       7,120,199             333,422  

 

7. PRINCIPAL RISKS

 

As with all ETFs, shareholders of the Funds are subject to the risk that their investment could lose money. Each Fund is subject to the principal risks, any of which may adversely affect a Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.

 

A complete description of principal risks is included in the prospectus under the heading “Principal Investment Risks.”

 

8. SUBSEQUENT EVENTS

 

Effective February 20, 2024, the name of TrueShares Low Volatility Equity Income ETF changed to “Opal Dividend Income ETF”. Accordingly, effective February 20, 2024, all references to DIVZ’s current name in the Prospectus, Summary Prospectus, SAI, and all other fund-related materials, including its website, were deleted and replaced with “Opal Dividend Income ETF.”

 

Management has evaluated the Funds’ related events and transactions that occurred subsequent to December 31, 2023, through the date of issuance of the Funds’ financial statements. Management has determined that there were no other subsequent events requiring recognition or disclosure in the financial statements.

 

43

 

 

TrueShares ETFs

Report of Independent Registered Public Accounting Firm

 

 

 

To the Shareholders of TrueShares ETFs and
Board of Trustees of Listed Funds Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments and open total return swap contracts (as applicable), of TrueShares Technology, AI & Deep Learning ETF, TrueShares Low Volatility Equity Income ETF, TrueShares Eagle Global Renewable Energy Income ETF, RiverNorth Patriot ETF, and RiverNorth Enhanced Pre-Merger SPAC ETF (“TrueShares ETFs” or the “Funds”), each a series of Listed Funds Trust, as of December 31, 2023, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2023, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements of Changes
in Net Assets

Financial Highlights

TrueShares Technology, AI & Deep Learning ETF

For the year ended December 31, 2023

For the years ended December 31, 2023 and 2022

For the years ended December 31, 2023, 2022, 2021 and for the period from February 28, 2020 (commencement of operations) through December 31, 2020

TrueShares Low Volatility Equity Income ETF

For the year ended December 31, 2023

For the years ended December 31, 2023 and 2022

For the years ended December 31, 2023, 2022 and for the period from January 27, 2021 (commencement of operations) through December 31, 2021

TrueShares Eagle Global Renewal Energy Income ETF

For the year ended December 31, 2023

For the year ended December 31, 2023 and for the period from December 8, 2022 (commencement of operations) through December 31, 2022

RiverNorth Patriot ETF

For the year ended December 31, 2023

For the years ended December 31, 2023 and 2022

For the years ended December 31, 2023, 2022 and for the one day ended December 31, 2021 (commencement of operations)

RiverNorth Enhanced Pre-Merger SPAC ETF

For the year ended December 31, 2023

For the year ended December 31, 2023 and for the period from July 11, 2022 (commencement of operations) through December 31, 2022

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

44

 

 

TrueShares ETFs

Report of Independent Registered Public Accounting Firm

(Continued)

 

 

We conducted our audits 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2019.

 

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 29, 2024

 

45

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2023 (Unaudited)

 

 

The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and Officers, and is available, without charge upon request by calling 1-800-617-0004, or by visiting the Funds’ website at www.true-shares.com.

 

Name, Address and Year of Birth

Position Held
with the Trust

Term of Office
and Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in
Fund Complex*
Overseen by
Trustee

Other
Directorships Held
by Trustee During
Past 5 Years

Independent Trustees

         

John L. Jacobs

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1959

Trustee and Audit Committee Chair

Indefinite term; since 2017

Chairman of VettaFi, LLC (since June 2018); Founder and CEO of Q3 Advisors, LLC (financial consulting firm) (since 2015); Executive Director of Center for Financial Markets and Policy (2016–2022); Distinguished Policy Fellow and Executive Director, Center for Financial Markets and Policy, Georgetown University (2015–2022); Senior Advisor, Nasdaq OMX Group (2015–2016); Executive Vice President, Nasdaq OMX Group (2013–2015)

51

Independent Trustee, SHP ETF Trust (since 2021) (2 portfolios); Director, tZERO Group, Inc. (since 2020); Independent Trustee, Procure ETF Trust II (since 2018) (1 portfolio); Independent Trustee, Horizons ETF Trust I (2015-2019)

Koji Felton

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1961

Trustee

Indefinite term; since 2019

Retired; formerly Counsel, Kohlberg Kravis Roberts & Co. L.P. (investment firm) (2013–2015); Counsel, Dechert LLP (law firm) (2011–2013)

51

Independent Trustee, Series Portfolios Trust (since 2015) (10 portfolios)

Pamela H. Conroy

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1961

Trustee and Nominating and Governance Committee Chair

Indefinite term; since 2019

Retired; formerly Executive Vice President, Chief Operating Officer & Chief Compliance Officer, Institutional Capital Corporation (investment firm) (1994–2008)

51

Independent Trustee, Frontier Funds, Inc. (since 2020) (6 portfolios)

Interested Trustee*

 

       

Paul R. Fearday, CPA

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1979

Trustee and Chairman

Indefinite term; since 2019

Senior Vice President, U.S. Bank, N.A. (since 2022); Senior Vice President, U.S. Bancorp Fund Services, LLC (2008–2022)

51

None

 

*

This Trustee is considered an “Interested Trustee” as defined in the 1940 Act because of his affiliation with U.S. Bancorp Fund Services, d/b/a U.S. Bank Global Fund Services and U.S. Bank N.A., which provide fund accounting, administration, transfer agency and custodian services to the Funds.

 

46

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2023 (Unaudited) (Continued)

 

 

The officers of the Trust conduct and supervise the Trust’s and the Funds’ daily business. Additional information about each officer of the Trust is as follows:

 

Name, Address and Year of Birth

Position(s)
Held with
the Trust

Term of Office
and Length of
Time Served

Principal Occupation(s) During Past 5 Years

Officers

     

Gregory C. Bakken

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1983

President and Principal Executive Officer

Indefinite term, February 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2006)

Travis G. Babich

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1980

Treasurer and Principal Financial Officer

Indefinite term, September 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2005)

Kacie G. Briody

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1992

Assistant Treasurer

Indefinite term, March 2019

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2021); Officer, U.S. Bancorp Fund Services, LLC (2014 to 2021)

Rachel A. Spearo

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1979

Secretary

Indefinite term,

November 2023

Vice President (since 2021), U.S. Bancorp Fund Services, LLC; Vice President (2004 to 2019), U.S. Bancorp Fund Services, LLC

Christi C. Powitzky

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1974

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term,

July 2022

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Principal Consultant, ACA Group (2021 to 2022); Lead Manager, Communications Compliance, T. Rowe Price Investment Services, Inc. (2018 to 2021); Compliance & Legal Manager, CR Group LP (2017 to 2018)

Jay S. Fitton

615 East Michigan St.

Milwaukee, WI 53202

Year of birth: 1970

Assistant Secretary

Indefinite term,

May 2023

Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2019 to 2022); Partner, Practus, LLP (2018 to 2019); Counsel, Drinker Biddle & Reath LLP (2016 to 2018)

 

47

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares Low Volatility Equity Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited)

 

 

At meetings held on September 12, 2023 and September 20, 2023 (the “Meetings”), the Board of Trustees (the “Board”) of Listed Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940 (the “1940 Act”) (collectively, the “Independent Trustees”), considered the following agreements (collectively, the “Agreements”):

 

 

the approval of the continuation of the advisory agreement (the “Advisory Agreement”) between TrueMark Investments, LLC (the “Adviser”) and the Trust, on behalf of TrueShares Technology, AI & Deep Learning ETF, TrueShares Low Volatility Equity Income ETF, RiverNorth Patriot ETF, and RiverNorth Enhanced Pre-Merger SPAC ETF (each, a “Fund” and together, the “Funds”);

 

 

the approval of the continuation of the sub-advisory agreement (the “Black Hill Agreement”) between the Adviser, the Trust, on behalf of TrueShares Technology, AI & Deep Learning ETF (“LRNZ”), and Black Hill Capital Partners, LLC (“Black Hill Capital”);

 

 

the approval of the continuation of the sub-advisory agreement (the “Opal Agreement”) between the Adviser, the Trust, on behalf of TrueShares Low Volatility Equity Income ETF (“DIVZ”), and Opal Capital, LLC (the “Opal”); and

 

 

the approval of the continuation of the sub-advisory agreement (together with the Black Hill Agreement and Opal Agreement, each, a “Sub-Advisory Agreement”) between the Adviser, the Trust, on behalf of RiverNorth Patriot ETF (“FLDZ”) and RiverNorth Enhanced Pre-Merger SPAC ETF (“SPCZ”), and RiverNorth Capital Management, LLC (together with Black Hill Capital and Opal, each, a “Sub-Adviser”).

 

Pursuant to Section 15 of the 1940 Act, the continuation of the Agreements must be approved annually by: (i) the vote of the Board or shareholders of each Fund; and (ii) the vote of a majority of the Independent Trustees, cast at a meeting called for the purpose of voting on such approval. As discussed in greater detail below, in preparation for the Meetings, the Board requested from, and reviewed a wide variety of information provided by, the Adviser and Sub-Advisers.

 

In addition to the written materials provided to the Board in advance of the Meetings, which provided detailed information about the Adviser’s and each Sub-Adviser’s advisory business, including its investment personnel, financial resources, experience, investment processes, and compliance program. At the September 12th meeting, representatives from the Adviser and each Sub-Adviser discussed a variety of topics with the Board, including the services provided to the Funds by their respective firms, the Funds’ fees and operating expenses, and plans to market the Funds. The Board considered the materials it received in advance of the Meetings, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Board in considering the approval of the Agreements, and information conveyed during the Adviser’s and each Sub-Adviser’s oral presentations. The Board also considered the information it received throughout the year about each Fund and the Adviser and each Sub-Adviser. The Board deliberated on the approval of the continuation of the Agreements for an additional one-year term in light of this information. Throughout the process, the Board was afforded the opportunity to ask questions of, and request additional materials from, the Adviser and each Sub-Adviser. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the advisory and each sub-advisory arrangement and the Independent Trustees’ responsibilities relating thereto.

 

At the Meetings, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services provided by the Adviser and each Sub-Adviser to the Funds; (ii) each Fund’s expenses and performance; (iii) the cost of the services provided and profits to be realized by the Adviser and each Sub-Adviser from the relationship with the applicable Funds; (iv) comparative fee and expense data for each Fund and other investment companies with similar investment objectives; (v) the extent to which the advisory fee for each Fund reflects economies of scale shared with its shareholders; (vi) any benefits derived by the Adviser and each Sub-Adviser from

 

48

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares Low Volatility Equity Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

the relationship with the applicable Fund, including any fall-out benefits enjoyed by the Adviser and each Sub-Adviser; and (vii) other factors the Board deemed relevant. In its deliberations, the Board considered the factors and reached the conclusions described below relating to the advisory and each sub-advisory arrangement and the continuation of the Agreements.

 

Approval of the Continuation of the Advisory Agreement

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided under the Advisory Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to each Fund with respect to implementing its investment program, including arranging for, or implementing, the oversight of the sub-advisers, the purchase and sale of portfolio securities, monitoring adherence to its investment restrictions, overseeing the activities of the service providers, monitoring compliance with various policies and procedures with applicable securities regulations, and monitoring the extent to which the Fund achieved its investment objective as an actively managed fund. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past and current reports from the Trust’s Chief Compliance Officer regarding her review of the Adviser’s compliance infrastructure, as well as the Board’s experience with the Adviser and the investment management services it has provided to each Fund and certain other series of the Trust. The Board noted that it had received a copy of the Adviser’s registration on Form ADV, as well as the response of the Adviser to a detailed series of questions which requested, among other information, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser. The Board also considered the Adviser’s operational capabilities and resources and its experience in managing investment portfolios, including the Funds.

 

Historical Performance. The Board next considered each Fund’s performance. The Board observed that additional information regarding each Fund’s past investment performance for periods ended June 30, 2023 had been included in the Materials, including the Barrington Report, which compared the performance results of each Fund with the returns of a group of ETFs selected by Barrington Partners as most comparable (the “Peer Group”) as well as with funds in each Fund’s respective Morningstar category (each, a “Category Peer Group”). Additionally, at the Board’s request, the Adviser identified the funds the Adviser considered to be each Fund’s most direct competitors (each, a “Selected Peer Group”) and provided the Selected Peer Group’s performance results.

 

TrueShares Technology, AI & Deep Learning ETF: The Board noted that, for each of the one-year, three-year, and since inception periods ended June 30, 2023, the Fund underperformed its broad-based benchmark, the NASDAQ Composite Total Return Index. The Nasdaq Composite Total Return Index provides an indication of the performance of all the domestic and international common stocks listed on The Nasdaq Stock Market.

 

The Board noted that, for the one-year and three-year periods ended June 30, 2023, the Fund underperformed the average return of its Peer Group and Category Peer Group. The Board also noted that the Fund was within the range of returns of the Selected Peer Group for the same one-year period and underperformed for the same three-year period.

 

TrueShares Low Volatility Equity Income ETF: The Board noted that, for the one-year period ended June 30, 2023, the Fund underperformed its broad-based benchmark, the S&P 500 Index, and outperformed the S&P 500 Index for the since inception period. The S&P 500 Index provides an indication of the performance of the 500 leading large-cap U.S. companies covering approximately 80% of available market capitalization.

 

The Board noted that, for the one-year period ended June 30, 2023, the Fund underperformed the average return of its Peer Group and Category Peer Group. The Board also noted that the Fund performed within the range of returns of the Selected Peer Group for the same one-year period.

 

49

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares Low Volatility Equity Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

RiverNorth Patriot ETF: The Board noted that, for the one-year and since inception periods ended June 30, 2023, the Fund underperformed its broad-based benchmarks, the S&P 900 Index TR and S&P 500 Index TR. The S&P 900 Index TR provides an indication of the performance of the combination of the 500 leading large-cap U.S. companies and 400 leading mid-cap U.S. companies. The S&P 500 Index provides an indication of the performance of the 500 leading large-cap U.S. companies covering approximately 80% of available market capitalization.

 

The Board noted that, for the one-year period ended June 30, 2023, the Fund underperformed the average return of its Peer Group and Category Peer Group. The Board also noted that the Fund was within the range of returns of the Selected Peer Group for the same one-year period.

 

RiverNorth Enhanced Pre-Merger SPAC ETF: The Board noted that, for the since inception period ended June 30, 2023, the Fund outperformed its broad-based benchmark, the ICE BofA US Treasuries 0-3 years Index. The ICE BofA US Treasuries 0-3 years Index provides an indication of the performance US denominated investment grade rated corporate debt publicly issued with a remaining term to maturity of less than three years.

 

The Board noted that, for the since inception period ended June 30, 2023, the Fund outperformed the average return of its Peer Group and Category Peer Group. The Board also noted that the Fund performed within the range of returns of the Selected Peer Group as of July 12, 2023.

 

Cost of Services Provided and Profitability. The Board reviewed the expense ratio for each Fund, including in comparison to the expense ratio of its respective Peer Group and Category Peer Group as provided in the Barrington Report, as well as its respective Selected Peer Group.

 

The Board took into consideration that the Adviser charges a “unitary fee,” meaning the Funds pay no expenses except for the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board noted that the Adviser continued to be responsible for compensating each Fund’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account analyses of the Adviser’s profitability with respect to each Fund.

 

TrueShares Technology, AI & Deep Learning ETF: The Board noted that the expense ratio for the Fund was equivalent to its unitary fee. The Board further noted that the expense ratio for the Fund was lower than the average of its Category Peer Group and higher than the average of its Peer Group. The Board also noted that the Fund’s expense ratio was within the range of the expense ratios for the Selected Peer Group.

 

TrueShares Low Volatility Equity Income ETF: The Board noted that the expense ratio for the Fund was equivalent to its unitary fee. The Board further noted that the expense ratio for the Fund was lower than the average of its Category Peer Group, and higher than the average of its Peer Group. The Board also noted that the Fund’s expense ratio was the highest of the expense ratios for the Selected Peer Group.

 

RiverNorth Patriot ETF: The Board noted that the expense ratio for the Fund was equivalent to its unitary fee. The Board further noted that the expense ratio for the Fund was lower than the average of its Category Peer Group and higher than the average of its Peer Group. The Board also noted that the Fund’s expense ratio was within the range of the expense ratios for the Selected Peer Group.

 

50

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares Low Volatility Equity Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF: The Board noted that the expense ratio for the Fund was equivalent to its unitary fee. The Board further noted that the expense ratio for the Fund was lower than the average of its Category Peer Group, and higher than the average of its Peer Group. The Board also noted that the Fund’s expense ratio was within the range of the expense ratios for the Selected Peer Group.

 

Economies of Scale. The Board noted that it is not yet evident that any of the Funds have reached the size at which they have begun to realize economies of scale, but acknowledged that breakpoints might be warranted if a Fund’s assets continue to grow and implementation of breakpoints would generate benefits in excess of those generated by the Fund’s unitary fee structure. However, the Board further determined that, based on the amount and structure of each Fund’s unitary fee, any such economies of scale would be shared with such Fund’s respective shareholders. The Board stated that it would monitor fees as the Funds grow and consider whether fee breakpoints may be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. The Board, including a majority of the Independent Trustees, determined that the terms of the Advisory Agreement, including the compensation payable under the Advisory Agreement, are fair and reasonable with respect to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Advisory Agreement was in the best interests of each Fund and its shareholders.

 

Approval of the Sub-Advisory Agreement with each Sub-Adviser

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to each Fund under the applicable Sub-Advisory Agreement, noting that each Sub-Adviser would continue to provide investment management services to the applicable Fund the firm manages. The Board reviewed and considered the performance by each Sub-Adviser of its responsibilities pursuant to the terms of its respective Sub-Advisory Agreement, including its responsibility for the day-to-day investment and reinvestment of the assets of its respective Fund consistent with its investment program, determining the composition of each respective Fund’s creation baskets, executing portfolio security trades for purchases and redemptions of each respective Fund’s shares conducted on a cash-in-lieu basis, monitoring the portfolio for compliance with investment limitations and policies, applicable compliance policies and procedures, and applicable law; responsibility for periodic reporting to the Board, and implementation of Board directives as they relate to each respective Fund.

 

In considering the nature, extent, and quality of the services provided by each Sub-Adviser, the Board considered past and current reports of the Trust’s CCO with respect to each Sub-Adviser’s compliance program and general responsiveness of the Sub-Adviser. The Board also considered each Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it provides sub-advisory services. The Board further considered information provided by each Sub-Adviser with respect to the impact of the COVID-19 pandemic on its operations.

 

Historical Performance. The Board noted that it had received information regarding each Fund’s performance for various time periods in the Materials and primarily considered each Fund’s performance for periods ended June 30, 2023.

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to each Sub-Adviser for its services to the applicable Fund. The Board considered that the fees paid to each Sub-Adviser are paid by the Adviser and noted that the fees reflect arm’s-length negotiations between the Adviser and each Sub-Adviser. The Board also took into account analyses of each Sub-Adviser’s profitability with respect to its respective Fund.

 

51

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares Low Volatility Equity Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

The Board expressed the view that each Sub-Adviser might realize economies of scale in managing its applicable Fund as assets grow in size. The Board further noted that because each Fund pays the Adviser a unitary fee, any benefits from breakpoints in each sub-advisory fee schedule would accrue to the Adviser, rather than to each Fund’s shareholders. Consequently, the Board determined that it would continue to monitor each Fund’s sub-advisory fees as each Fund grows to determine whether economies of scale were being effectively shared with each Fund and its respective shareholders.

 

Conclusion. No single factor was identified by the Board as determinative of its decision to approve the continuation of each 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, determined that the terms of each Sub-Advisory Agreement, including the compensation payable under each Sub-Advisory Agreement, are fair and reasonable with respect to each respective Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of each Sub-Advisory Agreement was in the best interests of each respective Fund and its shareholders.

 

52

 

 

TrueShares Structured Outcome ETFs

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited)

 

 

At meetings held on June 7, 2023, September 12, 2023, September 20, 2023 and September 28, 2023 (the “Meetings”), the Board of Trustees (the “Board”) of Listed Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Trustees”), considered the approval of the continuation of the advisory agreement (the “Advisory Agreement”) between TrueMark Investments, LLC (the “Adviser”) and the Trust, on behalf of TrueShares Structured Outcome (January) ETF, TrueShares Structured Outcome (February) ETF, TrueShares Structured Outcome (March) ETF, TrueShares Structured Outcome (April) ETF, TrueShares Structured Outcome (May) ETF, TrueShares Structured Outcome (June) ETF, TrueShares Structured Outcome (July) ETF, TrueShares Structured Outcome (August) ETF, TrueShares Structured Outcome (September) ETF, TrueShares Structured Outcome (October) ETF, TrueShares Structured Outcome (November) ETF, and TrueShares Structured Outcome (December) ETF (each, a “Fund” and collectively, the “Funds”), and a sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”) between the Adviser, the Trust, and SpiderRock Advisors, LLC (the “Sub-Adviser”) with respect to the Funds.

 

Pursuant to Section 15 of the 1940 Act, the continuation of the Agreements must be approved annually by: (i) the vote of the Board or shareholders of each Fund; and (ii) the vote of a majority of the Independent Trustees, cast at a meeting called for the purpose of voting on such approval. As discussed in greater detail below, in preparation for the Meetings, the Board requested from, and reviewed a wide variety of information provided by, the Adviser and Sub-Adviser.

 

In addition to the written materials provided to the Board in advance of the Meetings, representatives from the Adviser and Sub-Adviser provided the Board with an overview of each Fund’s strategy, the services provided to the Fund by the Adviser and Sub-Adviser, and additional information about the Adviser’s and Sub-Adviser’s personnel and operations. The Board considered the materials it received in advance of the Meetings, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Board in considering the approval of the Agreements under the 1940 Act, and information conveyed during the Adviser’s and Sub-Adviser’s oral presentation. The Board also considered the information it received throughout the year about the Funds, the Adviser, and the Sub-Adviser. The Board deliberated on the approval of the continuation of the Agreements in light of this information. Throughout the process, the Board was afforded the opportunity to ask questions of, and request additional materials from, the Adviser and Sub-Adviser. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the advisory and sub-advisory arrangements and the Independent Trustees’ responsibilities relating thereto.

 

At the Meetings, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services provided by the Adviser and Sub-Adviser to the Funds; (ii) each Fund’s expenses and performance; (iii) the cost of the services provided and profits to be realized by the Adviser and Sub-Adviser from the relationship with Funds; (iv) comparative fee and expense data for each Fund and other investment companies with similar investment objectives; (v) the extent to which the advisory fee for each Fund reflects economies of scale shared with its shareholders; (vi) any benefits derived by the Adviser and Sub-Adviser from the relationship with the Funds, including any fall-out benefits enjoyed by the Adviser and Sub-Adviser; and (vii) other factors the Board deemed relevant. In its deliberations, the Board considered the factors and reached the conclusions described below relating to the advisory and sub-advisory arrangements and the continuation of the Agreements.

 

Approval of the Extension of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Board considered the scope of services provided under the Advisory Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to each Fund with respect to implementing its investment program, including arranging for, or implementing, the purchase and sale of portfolio securities, monitoring adherence to its investment restrictions, overseeing the activities of the Sub-Adviser and service providers, monitoring compliance with various policies and procedures with applicable securities regulations, and monitoring the extent to which the Fund achieved its investment objective. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and past and current reports from the Trust’s Chief Compliance Officer (“CCO”) regarding her review of the Adviser’s compliance infrastructure, as well as the Board’s experience with the Adviser as the investment adviser to other series of the Trust. The Board noted that it

 

53

 

 

TrueShares Structured Outcome ETFs

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

had received a copy of the Adviser’s Form ADV, as well as the responses of the Adviser to a detailed series of questions that requested, among other information, information about the background and experience of the firm’s key personnel, information surrounding the nature of the departure of certain employees, the firm’s cybersecurity policy, and the services provided by the Adviser.

 

The Board also considered the Adviser’s operational capabilities and resources and its experience in managing investment portfolios, including the Funds. The Board concluded that, within the context of its full deliberations, it was satisfied with the nature, extent, and quality of the services to be provided to each Fund by the Adviser.

 

Historical Performance. The Board next considered each Fund’s performance. The Board observed that information regarding each Fund’s past investment performance for periods ended March 31, 2023 had been included in the Materials, including the Barrington Report, which compared the performance results of each Fund with the returns of a group of ETFs selected by Barrington Partners as most comparable (the “Peer Group”), as well as with its peer funds in the universe of US Fund Options Trading ETFs as reported by Morningstar (each, a “Category Peer Group”). Additionally, at the Board’s request, the Adviser identified the funds the Adviser considered to be each Fund’s most direct competitors (each, a “Selected Peer Group”) and provided the Selected Peer Group’s performance results. The Board also considered the unique nature of each Fund’s structured outcome strategy when reviewing its historical performance.

 

The Board noted that, for the most recent one-year period, each Fund outperformed the S&P 500 Index (the “Benchmark”), its benchmark index, before fees and expenses. The Board also noted that, for the since inception period, each of the TrueShares Structured Outcome (February) ETF, TrueShares Structured Outcome (March) ETF, TrueShares Structured Outcome (April) ETF, TrueShares Structured Outcome (September) ETF and TrueShares Structured Outcome (December) ETF outperformed the Benchmark and each of the TrueShares Structured Outcome (January) ETF, TrueShares Structured Outcome (May) ETF, TrueShares Structured Outcome (June) ETF, TrueShares Structured Outcome (July) ETF, TrueShares Structured Outcome (August) ETF, TrueShares Structured Outcome (November) ETF and TrueShares Structured Outcome (October) ETF underperformed the Benchmark.

 

The Board also noted that, for the most recent one-year period, each of the TrueShares Structured Outcome (February) ETF, TrueShares Structured Outcome (March) ETF, TrueShares Structured Outcome (April) ETF, TrueShares Structured Outcome (July) ETF, TrueShares Structured Outcome (September) ETF, and TrueShares Structured Outcome (December) ETF outperformed the median for funds in the Peer Group and Category Peer Group, each of the TrueShares Structured Outcome (January) ETF, TrueShares Structured Outcome (May) ETF, TrueShares Structured Outcome (June) ETF and TrueShares Structured Outcome (August) ETF underperformed the median for the funds in the Peer Group and the funds in the Category Peer Group , and each of the TrueShares Structured Outcome (October) and TrueShares Structured Outcome (November) ETF underperformed the median for funds in the Peer Group and outperformed the funds in the Category Peer Group.

 

Lastly, the Board further noted that, for the most recent one-year period, each of the TrueShares Structured Outcome (January) ETF, TrueShares Structured Outcome (March) ETF, TrueShares Structured Outcome (April) ETF and TrueShares Structured Outcome (October) ETF performed within the range of returns of the funds in its Selected Peer Group and each of the TrueShares Structured Outcome (February) ETF, TrueShares Structured Outcome (May) ETF, TrueShares Structured Outcome (June) ETF, TrueShares Structured Outcome (July) ETF, TrueShares Structured Outcome (August) ETF, TrueShares Structured Outcome (September) ETF, TrueShares Structured Outcome (November) ETF and TrueShares Structured Outcome (December) ETF outperformed its Selected Peer Group. For the since inception period, each of the TrueShares Structured Outcome (March) ETF, TrueShares Structured Outcome (April) ETF and TrueShares Structured Outcome (May) ETF performed within the range of returns of the funds in its Selected Peer Group, and each of the TrueShares Structured Outcome (January) ETF, TrueShares Structured Outcome (February) ETF, TrueShares Structured Outcome (June) ETF, TrueShares Structured Outcome (July) ETF, TrueShares Structured Outcome (August) ETF, TrueShares Structured Outcome (September) ETF, TrueShares Structured Outcome (October) ETF, TrueShares Structured Outcome (November) ETF and TrueShares Structured Outcome (December) ETF outperformed its Selected Peer Group.

 

54

 

 

TrueShares Structured Outcome ETFs

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

Cost of Services Provided and Profitability. The Board reviewed the expense ratio for each Fund and compared the expense ratio to its respective Peer Group and Category Peer Group as shown in the Barrington Report, as well as its respective Selected Peer Group.

 

The Board took into consideration that the Adviser charges a “unitary fee,” meaning the Funds pay no expenses except for the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board noted that the Adviser continued to be responsible for compensating each Fund’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account analyses of the Adviser’s profitability with respect to the Funds.

 

The Board noted each Fund’s expense ratio generally is equivalent to its unitary fees, plus minimal other expenses representing those expense items excepted from the unitary fee. The Board further noted that the expense ratio for each Fund was either equal to or lower than the median of the Peer Group and Category Peer Group. The Board also considered each Fund’s expense ratio relative to its Selected Peer Group and noted that each Fund’s expense ratio was at the top of the range of expense ratios for its respective Selected Peer Group.

 

Economies of Scale. The Board noted that it is not yet evident that the Funds have reached the size at which they have begun to realize economies of scale, but acknowledged that breakpoints might be warranted if the Funds’ assets continue to grow. However, the Board further determined that, based on the amount and structure of each Fund’s unitary fee, any such economies of scale would be shared with such Fund’s respective shareholders. The Board stated that it would monitor fees as the Funds grow and consider whether fee breakpoints may be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the extension of the 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, determined that the Advisory Agreement, including the compensation payable under the Advisory Agreement, was fair and reasonable to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the extension of the Advisory Agreement was in the best interests of each Fund and its shareholders.

 

Approval of Continuation of the Sub-Advisory Agreement with the Sub-Adviser

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to each Fund under the Sub-Advisory Agreement, noting that Sub-Adviser would continue to provide investment management services to the Funds. The Board noted the responsibilities that the Sub-Adviser has as the Funds’ investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of each Fund based on the analysis and investment recommendations from the Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of each Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with relevant law; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to each Fund.

 

In considering the nature, extent, and quality of the services provided by the Sub-Adviser, the Board considered past and current reports of the Trust’s CCO with respect to Sub-Adviser’s compliance program. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it sub-advises.

 

Historical Performance. The Board noted that it had received information regarding each Fund’s performance for various time periods in the Materials and primarily considered each Fund’s performance for periods ended March 31, 2023 (noted above).

 

55

 

 

TrueShares Structured Outcome ETFs

BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND SUB-ADVISORY AGREEMENTS

December 31, 2023 (Unaudited) (Continued)

 

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to the Sub-Adviser for its services to each Fund. The Board considered that the fees paid to the Sub-Adviser are paid by the Adviser and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board also took into account analyses of the Sub-Adviser’s profitability with respect to each Fund.

 

The Board expressed the view that the Sub-Adviser might realize economies of scale in managing each Fund as assets grow in size. The Board further noted that because each Fund pays the Adviser a unitary fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than to each Fund’s shareholders. Consequently, the Board determined that it would monitor fees as each Fund grows to determine whether economies of scale were being effectively shared with each Fund and its respective shareholders.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the extension of the 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, determined that the Sub-Advisory Agreement, including the compensation payable under the Sub-Advisory Agreement, was fair and reasonable with respect to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the extension of the Sub-Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

56

 

 

TrueShares ETFs

Supplemental Information

(Unaudited)

 

 

Investors should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before investing. The prospectus contains this and other information relevant to an investment in the Funds. Please read the prospectus carefully before investing. A copy of the Prospectus for the Funds may be obtained without charge by writing to the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, by calling 1-800-617-0004, or by visiting the Funds’ website at www.true-shares.com.

 

QUARTERLY PORTFOLIO HOLDING INFORMATION

 

Each 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 Funds’ Part F of Form N-PORT is available without charge, upon request, by calling toll-free at 1-800-617-0004. Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov, or by visiting the Funds’ website at www.true-shares.com.

 

PROXY VOTING INFORMATION

 

Each Fund is required to file a Form N-PX, with the Fund’s complete proxy voting record for the 12 months ended June 30, no later than August 31 of each year. The Fund’s proxy voting record will be available without charge, upon request, by calling toll-free 1-800-617-0004 and on the SEC’s website at www.sec.gov.

 

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

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

 

TAX INFORMATION

 

For the fiscal year end December 31, 2023, certain dividends paid by the Funds may be subject to a maximum tax rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.00%

TrueShares Low Volatility Equity Income ETF

100.00%

TrueShares Eagle Global Renewable Energy ETF

0.00%

RiverNorth Patriot ETF

0.00%

RiverNorth Enhanced Pre-Merger SPAC ETF

0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the Funds’ fiscal year end December 31, 2023 was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.00%

TrueShares Low Volatility Equity Income ETF

100.00%

TrueShares Eagle Global Renewable Energy ETF

0.00%

RiverNorth Patriot ETF

0.00%

RiverNorth Enhanced Pre-Merger SPAC ETF

0.00%

 

57

 

 

TrueShares ETFs

Privacy Policy

(Unaudited)

 

 

We are committed to respecting the privacy of personal information you entrust to us in the course of doing business with us.

 

The Funds collect non-public information about you from the following sources:

 

 

Information we receive about you on applications or other forms;

 

 

Information you give us orally; and/or

 

 

Information about your transactions with us or others.

 

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Funds. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.

 

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

 

58

 

 

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Investment Adviser:

 

TrueMark Investments, LLC
433 W. Van Buren St., 1150-E
Chicago, IL 60607

 

Investment Sub-Adviser:

 

Black Hill Capital Partners, LLC
101 California St.
San Francisco, CA 94111

 

Eagle Global Advisors, LLC
1330 Post Oak Boulevard, Suite 3000
Houston, TX 77056

 

Opal Capital LLC
1919 Flower Drive
Palm Beach Gardens, FL 33410

 

RiverNorth Capital Management, LLC
433 W. Van Buren St., 1150-N
Chicago, IL 60607

 

Legal Counsel:

 

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

 

Independent Registered Public Accounting Firm:

 

Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

 

Distributor:

 

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101

 

Administrator, Fund Accountant & Transfer Agent:

 

U.S. Bancorp Fund Services, LLC
d/b/a U.S. Bank Global Fund Services
615 E. Michigan St.
Milwaukee, WI 53202

 

Custodian:

 

U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212

 

This information must be preceded or accompanied by a current prospectus for the Funds.

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The Registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. John Jacobs is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

   FYE 12/31/2023  FYE 12/31/2022
Audit Fees  $60,000   $71,000 
Audit-Related Fees  $0   $0 
Tax Fees  $15,000   $18,000 
All Other Fees  $0   $0 

 

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

 

  FYE 12/31/2023 FYE 12/31/2022
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.

 

Non-Audit Related Fees FYE 12/31/2023 FYE 12/31/2022
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

 

The registrant is not a foreign issuer.

 

Item 5. Audit Committee of Listed Registrants.

 

(a)The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The entire Board of Trustees is acting as the registrant’s audit committee.

 

(b)Not applicable.

 

Item 6. Investments.

 

(a)Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)Not applicable.

 

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President and Treasurer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

 

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Listed Funds Trust  
     
By (Signature and Title)* /s/ Gregory C. Bakken  
Gregory C. Bakken, President/Principal Executive Officer  
     
Date 3/8/2024  
     

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Gregory C. Bakken  
Gregory C. Bakken, President/Principal Executive Officer  
     
Date 3/8/2024  
     
By (Signature and Title)* /s/ Travis G. Babich  
Travis G. Babich, Treasurer/Principal Financial Officer  
     
Date 3/8/2024  

 

* Print the name and title of each signing officer under his or her signature.