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: May 31
Date of reporting period: November 30, 2023
Item 1. Reports to Stockholders.
(a)
Alexis Practical Tactical ETF (LEXI)
SEMI ANNUAL REPORT
November 30, 2023
(Unaudited)
Alexis Practical Tactical ETF
1
Alexis Practical Tactical ETF
November 30, 2023 (Unaudited)
Shares | Value | |||||||
COMMON STOCKS — 13.6% | ||||||||
Communications — 0.5% | ||||||||
Alphabet, Inc. - Class A(a) | 2,800 | $ | 371,084 | |||||
Consumer Discretionary — 2.0% | ||||||||
Home Depot, Inc. | 1,988 | 623,218 | ||||||
Marriott International, Inc. - Class A | 2,198 | 445,535 | ||||||
TJX Cos., Inc. | 3,726 | 328,298 | ||||||
1,397,051 | ||||||||
Financials — 0.7% | ||||||||
Charles Schwab Corp. | 7,822 | 479,645 | ||||||
Health Care — 0.5% | ||||||||
Eli Lilly & Co. | 604 | 356,988 | ||||||
Industrials — 4.1% | ||||||||
Caterpillar, Inc. | 2,084 | 522,500 | ||||||
Cummins, Inc. | 2,800 | 627,648 | ||||||
Deere & Co. | 1,948 | 709,870 | ||||||
Lockheed Martin Corp. | 754 | 337,619 | ||||||
Rockwell Automation, Inc. | 1,141 | 314,277 | ||||||
Timken Co. | 4,364 | 315,954 | ||||||
2,827,868 | ||||||||
Technology — 5.8% | ||||||||
Advanced Micro Devices, Inc.(a) | 3,552 | 430,360 | ||||||
Apple, Inc. | 6,111 | 1,160,785 | ||||||
Applied Materials, Inc. | 7,341 | 1,099,535 | ||||||
Microsoft Corp. | 1,776 | 672,944 | ||||||
Visa, Inc. - Class A | 2,456 | 630,406 | ||||||
3,994,030 | ||||||||
TOTAL COMMON STOCKS (Cost $8,503,134) | 9,426,666 | |||||||
EXCHANGE TRADED FUNDS — 77.6%(d) | ||||||||
Amplify CWP Enhanced Dividend | 34,863 | 1,233,453 | ||||||
Industrial Select Sector SPDR Fund | 6,200 | 663,710 | ||||||
Invesco QQQ Trust Series 1 | 11,543 | 4,488,265 | ||||||
Invesco S&P 500 Equal Weight ETF | 27,694 | 4,107,020 | ||||||
iShares Global 100 ETF | 45,294 | 3,543,803 | ||||||
iShares MSCI EAFE ETF | 67,748 | 4,906,310 | ||||||
iShares MSCI EAFE Small-Cap ETF | 38,657 | 2,263,754 | ||||||
iShares MSCI USA Momentum Factor ETF | 22,970 | 3,448,027 | ||||||
iShares Russell 1000 Value ETF | 6,107 | 961,791 |
Shares | Value | |||||||
iShares S&P Mid-Cap 400 Value ETF | 37,712 | $ | 3,921,294 | |||||
SPDR Dow Jones Industrial Average ETF Trust | 13,710 | 4,935,600 | ||||||
SPDR S&P Homebuilders ETF | 19,055 | 1,580,612 | ||||||
SPDR S&P MidCap 400 ETF Trust | 7,888 | 3,698,131 | ||||||
VanEck Semiconductor ETF | 9,495 | 1,523,758 | ||||||
Vanguard Dividend Appreciation ETF | 25,570 | 4,207,032 | ||||||
Vanguard FTSE Europe ETF | 78,131 | 4,814,432 | ||||||
Xtrackers MSCI EAFE Hedged Equity ETF | 96,659 | 3,478,757 | ||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $50,290,566) | 53,775,749 | |||||||
SHORT-TERM INVESTMENTS — 8.8% | ||||||||
Deposit Accounts — 0.9% | ||||||||
U.S. Bank Money Market Deposit Account, 5.20%(b) | 650,916 | 650,916 | ||||||
U.S. Treasury Bills — 7.9%(c) | ||||||||
United States Treasury Bill, 1/11/2024, 5.43% | 1,000,000 | 993,997 | ||||||
United States Treasury Bill, 1/25/2024, 5.44% | 2,500,000 | 2,479,861 | ||||||
United States Treasury Bill, 4/18/2024, 5.37% | 2,000,000 | 1,960,037 | ||||||
Total U.S. Treasury Bills (Cost $5,435,186) | 5,433,895 | |||||||
TOTAL SHORT-TERM INVESTMENTS (Cost $6,086,102) | 6,084,811 | |||||||
TOTAL INVESTMENTS (Cost $64,879,802) — 100.0% | 69,287,226 | |||||||
Other assets and liabilities — (0.0)% | (15,107 | ) | ||||||
NET ASSETS — 100.0% | $ | 69,272,119 |
(a) | Non-income producing security. |
(b) | The rate shown is the seven-day yield at period end. |
(c) | The rate shown is the effective yield based upon purchase price. |
(d) | To the extent the Fund invests more heavily in particular sectors or asset classes, its performance will be especially sensitive to developments that significantly affect those sectors or asset classes. |
The accompanying notes are an integral part of these financial statements.
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Alexis Practical Tactical ETF
Schedule of Investments
November 30, 2023 (Unaudited)
Industry Diversification*
* | Percentages are stated as a percent of net assets. |
The accompanying notes are an integral part of these financial statements.
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Alexis Practical Tactical ETF
Statement of Assets and Liabilities
November 30, 2023 (Unaudited)
Assets | ||||
Investments, at value (cost $64,879,802) | $ | 69,287,226 | ||
Dividend and interest receivable | 31,894 | |||
Total assets | 69,319,120 | |||
Liabilities | ||||
Payable to Adviser | 47,001 | |||
Total liabilities | 47,001 | |||
Net Assets | $ | 69,272,119 | ||
Net Assets Consists of: | ||||
Paid-in capital | $ | 63,241,163 | ||
Total accumulated earnings | 6,030,956 | |||
Net Assets | $ | 69,272,119 | ||
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 2,726,834 | |||
Net Asset Value, redemption price and offering price per share | $ | 25.40 |
The accompanying notes are an integral part of these financial statements.
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Alexis Practical Tactical ETF
For the Six Months Ended November 30, 2023 (Unaudited)
Investment Income | ||||
Dividend income | $ | 687,343 | ||
Interest income | 246,068 | |||
Total investment income | 933,411 | |||
Expenses | ||||
Investment advisory fees | 283,398 | |||
Total expenses | 283,398 | |||
Net investment income | 650,013 | |||
Realized and Unrealized Gain on Investments | ||||
Net realized gain on investments | 224,557 | |||
Net change in unrealized appreciation/depreciation on investments | 4,142,862 | |||
Net realized and unrealized gain on investments | 4,367,419 | |||
Net increase in net assets from operations | $ | 5,017,432 |
The accompanying notes are an integral part of these financial statements.
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Alexis Practical Tactical ETF
Statements of Changes in Net Assets
Six Months Ended November 30, 2023 (Unaudited) | Year Ended May 31, 2023 | |||||||
From Operations | ||||||||
Net investment income | $ | 650,013 | $ | 654,475 | ||||
Net realized gain (loss) on investments | 224,557 | (3,412,044) | ||||||
Net change in net unrealized appreciation/depreciation on investments | 4,142,862 | 1,393,760 | ||||||
Net increase (decrease) in net assets resulting from operations | 5,017,432 | (1,363,809 | ) | |||||
From Distributions | ||||||||
Distributable earnings | — | (499,146 | ) | |||||
Total distributions | — | (499,146 | ) | |||||
From Capital Share Transactions | ||||||||
Proceeds from shares sold | 1,456,450 | 20,281,814 | ||||||
Cost of shares redeemed | (248,610 | ) | (8,098,732 | ) | ||||
Net increase in net assets resulting from capital share transactions | 1,207,840 | 12,183,082 | ||||||
Total Increase in Net Assets | 6,225,272 | 10,320,127 | ||||||
Net Assets | ||||||||
Beginning of period | 63,046,847 | 52,726,720 | ||||||
End of period | $ | 69,272,119 | $ | 63,046,847 | ||||
Changes in Shares Outstanding | ||||||||
Shares outstanding, beginning of period | 2,676,834 | 2,166,834 | ||||||
Shares sold | 60,000 | 860,000 | ||||||
Shares redeemed | (10,000 | ) | (350,000 | ) | ||||
Shares outstanding, end of period | 2,726,834 | 2,676,834 |
The accompanying notes are an integral part of these financial statements.
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Alexis Practical Tactical ETF
For a Share Outstanding Throughout each Period
Six Months Ended November 30, 2023 (Unaudited) | Year Ended May 31, 2023 | Period Ended May 31, 2022(1) | ||||||||||
Net Asset Value, Beginning of Period | $ | 23.55 | $ | 24.33 | $ | 25.00 | ||||||
Income (Loss) from Investment Operations: | ||||||||||||
Net investment income(2) | 0.24 | 0.28 | 0.08 | |||||||||
Net realized and unrealized gain (loss) on investments | 1.61 | (0.84 | ) | (0.69 | ) | |||||||
Total from investment operations | 1.85 | (0.56 | ) | (0.61 | ) | |||||||
Less Distributions: | ||||||||||||
From net investment income | — | (0.22 | ) | (0.06 | ) | |||||||
Total distributions | — | (0.22 | ) | (0.06 | ) | |||||||
Net Asset Value, End of Period | $ | 25.40 | $ | 23.55 | $ | 24.33 | ||||||
Total Return, at NAV(3)(5) | 7.86 | % | -2.29 | % | -2.44 | % | ||||||
Total Return, at Market(4)(5) | 7.88 | % | -2.30 | % | -2.44 | % | ||||||
Supplemental Data and Ratios: | ||||||||||||
Net assets, end of period (000’s) | $ | 69,272 | $ | 63,047 | $ | 52,727 | ||||||
Ratio of expenses to average net assets(6)(8) | 0.85 | % | 0.85 | % | 0.85 | % | ||||||
Ratio of net investment income to average net assets(6)(8)(9) | 1.95 | % | 1.18 | % | 0.32 | % | ||||||
Portfolio turnover rate(5)(7) | 10 | % | 70 | % | 51 | % |
(1) | The Fund commenced investment operations on June 30, 2021. |
(2) | Per share net investment income was calculated using average shares outstanding. |
(3) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value on ex-date during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to the differences between the market price of the shares and the net asset value per share of the Fund. |
(4) | Market value total return is calculated assuming an initial investment made at market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price on the NYSE Arca. The composite closing price is the last reported sale, regardless of volume, and not an average price, and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the NYSE Arca. |
(5) | Not annualized for periods less than one year. |
(6) | Annualized for periods less than one year. |
(7) | Excludes in-kind transactions associated with creations and redemptions of the Fund. |
(8) | Does not include income and expenses of exchange traded funds in which the Fund invests. |
(9) | Ratio is impacted by the timing of underlying fund distributions. |
The accompanying notes are an integral part of these financial statements.
7
Alexis Practical Tactical ETF
November 30, 2023 (Unaudited)
1. ORGANIZATION
Alexis Practical Tactical ETF (the “Fund”) is a diversified 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”).
The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks total return primarily through long-term capital appreciation, with income and capital preservation as secondary objectives.
2. SIGNIFICANT ACCOUNTING POLICIES
The 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. The 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 the Fund will be equal to the Fund’s total assets minus the 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, the 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.
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 Alexis Investment Partners, LLC (“AIP” or the “Adviser”) using procedures adopted by the Board of Trustees of the Trust (the “Board”). The valuation of the Fund’s investments is performed in accordance with the principles found in Rule 2a-5 of the 1940 Act. The Board has designated the Adviser as the valuation designee of the Fund. 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
8
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
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.
Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.
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.
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 Fund’s investments. These inputs are summarized in the following hierarchy:
• | Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
• | Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar 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 Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
The 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.
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.
9
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
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 Fund’s investments at November 30, 2023, are as follows:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investments - Assets: | ||||||||||||||||
Common Stocks* | $ | 9,426,666 | $ | — | $ | — | $ | 9,426,666 | ||||||||
Exchange Traded Funds | 53,775,749 | — | — | 53,775,749 | ||||||||||||
Short-Term Investments* | 650,916 | 5,433,895 | — | 6,084,811 | ||||||||||||
Total Investments - Assets | $ | 63,853,331 | $ | 5,433,895 | $ | — | $ | 69,287,226 |
* | See the Schedule of Investments for industry classifications. |
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.
Investment Income
Dividend income is recognized on the ex-dividend date. Interest income is accrued daily. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Long-term capital gain distributions from investment companies, if any, are classified as realized gains for financial reporting. Discounts and premiums on fixed income securities are accreted or amortized using the effective interest method.
Tax Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions
The Fund is treated as a separate entity for Federal income tax purposes. The 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, the 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, the Fund will not be subject to Federal income tax.
Distributions to shareholders are recorded on the ex-dividend date. The Fund generally pays out dividends from net investment income, if any, at least annually, and distributes its net capital gains, if any, to shareholders at least annually. The Fund 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 Fund’s 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
10
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as income tax expense. The Fund’s 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 May 31, 2023, the Fund’s most recent fiscal year end, the Fund had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of May 31, 2023, the Fund 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.
The Fund recognized no interest or penalties related to uncertain tax benefits in the 2023 fiscal year. At May 31, 2023, the Fund’s most recent fiscal year end, the tax periods since commencement of operations remained open to examination in the Fund’s major tax jurisdiction.
Indemnification
In the normal course of business, the Fund expects to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Adviser expects the risk of loss to be remote.
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 Fund’s assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.
Pursuant to the Advisory Agreement between the Trust, on behalf of the Fund, and AIP, the Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of:
Rate
0.85% on first $250,000,000
0.75% on the next $250,000,000; and
0.65% in excess of $500,000,000
AIP has agreed to pay all expenses of the Fund except the fee paid to AIP 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).
At November 30, 2023, a majority of the outstanding shares of the Fund were held in separately managed accounts of the Adviser.
Distribution Agreement and 12b-1 Plan
Foreside Fund Services, LLC a wholly-owned subsidiary of Foreside Financial Group, LLC (dba ADA Group) (the “Distributor”) serves as the Fund’s distributor pursuant to a Distribution Services Agreement. The Distributor receives compensation for the statutory underwriting services it provides to the Fund. The
11
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
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 Fund. 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, the 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 Fund 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 the 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 Fund.
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 Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Fund’s administrative, custody and transfer agency fees.
A Trustee and all officers of the Trust are affiliated with the Administrator and the Custodian.
4. CREATION AND REDEMPTION TRANSACTIONS
Shares of the Fund are listed and traded on the NYSE Arca, Inc. The 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 the Fund will be equal to the Fund’s total assets minus the 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 may 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 by an investor on the applicable business day. The Creation Unit Transaction Fee charged by the Fund for each creation order is $300.
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. The 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 Fund are displayed in the Capital Share Transactions section on the Statement of Changes in Net Assets.
12
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
Only “Authorized Participants” may purchase or redeem shares directly from the Fund. 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 Fund. 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 Fund and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will be issued to such authorized participant notwithstanding the fact that the Fund’s 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 Fund or its 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 Fund for losses, if any.
5. FEDERAL INCOME TAX
The tax character of distributions paid was as follows:
Ordinary Income(1) | Long-Term
Capital Gain | |||||||
Six Months Ended November 30, 2023 | $ | — | $ | — | ||||
Year ended May 31, 2023 | 499,146 | — |
(1) | Ordinary income includes short-term capital gains. |
At May 31, 2023, the Fund’s most recent fiscal year end, the components of distributable earnings 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:
Federal Tax Cost of Investments | $ | 59,756,077 | ||
Gross Tax Unrealized Appreciation | $ | 4,623,811 | ||
Gross Tax Unrealized Depreciation | (1,902,701 | ) | ||
Net Tax Unrealized Appreciation (Depreciation) | 2,721,110 | |||
Undistributed Ordinary Income | 158,824 | |||
Other Accumulated Gain (Loss) | (1,866,410 | ) | ||
Distributable Earnings | $ | 1,013,524 |
The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales and the difference between book-basis and tax-basis on the securities received as a result of the in-kind contribution seeding the Fund.
Under current tax law, net capital losses realized after October 31 and net ordinary losses incurred after December 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses and post-October losses are determined only at the end of each fiscal year. The Fund did not defer any late year losses for the most recent fiscal year ended May 31, 2023. At May 31, 2023, the Fund’s most recent fiscal year end, the Fund had short-term capital losses of $811,668 and long-term capital losses of $1,054,742 remaining which will be carried forward indefinitely to offset future realized capital gains.
13
Alexis Practical Tactical ETF
Notes to Financial Statements
November 30, 2023 (Unaudited)
6. INVESTMENT TRANSACTIONS
During the six months ended November 30, 2023, the Fund realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from total distributable earnings (accumulated losses) to paid in-capital. The amount of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statement of Operations is as follows:
Realized Gains | Realized
Losses | |||||||
Alexis Practical Tactical ETF | $ | 2,502 | $ | (5,511 | ) |
Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the six months ended November 30, 2023, were as follows:
Creations | Redemptions | |||||||||||||||
Purchases | Sales | In-Kind | In-Kind | |||||||||||||
Alexis Practical Tactical ETF | $ | 7,643,403 | $ | 5,683,633 | $ | 1,240,971 | $ | 212,511 |
7. PRINCIPAL RISKS
As with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect the 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. OTHER REGULATORY MATTERS
In October 2022, the Securities and Exchange Commission (the “SEC”) adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.
9. SUBSEQUENT EVENTS
On January 2, 2024, the Fund paid a distribution to shareholders of record on December 29, 2023, as follows:
Ordinary Income Rate |
Ordinary
Income Distribution Paid | |
$ 0.35358060 | $ 974,763.02 |
Other than disclosed, there were no other subsequent events requiring recognition or disclosure through the date the financial statements were issued.
14
November 30, 2023 (Unaudited)
As a shareholder of the Fund you incur two types of costs: (1) transaction costs for purchasing and selling 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 Fund 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 (June 1, 2023 to November 30, 2023).
ACTUAL EXPENSES
The first line under the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for the Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line in the table is useful in comparing ongoing Fund 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 6/1/23 | Ending Account Value 11/30/23 | Annualized Expense Ratios | Expenses Paid During the Period(1) | |||||||||||||
LEXI | ||||||||||||||||
Actual | $ | 1,000.00 | $ | 1,078.60 | 0.85 | % | $ | 4.42 | ||||||||
Hypothetical (5% return before expenses) | $ | 1,000.00 | $ | 1,020.75 | 0.85 | % | $ | 4.29 |
(1) | Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 183/366 (to reflect the six-month period). |
15
Alexis Practical Tactical ETF
November 30, 2023 (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 Fund. Please read the prospectus carefully before investing. A copy of the prospectus for the Fund may be obtained without charge by writing to the Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, by calling 1-866-LEXI-ETF (1-866-539-4383), or by visiting the Fund’s website at https://www.lexietf.com/.
QUARTERLY PORTFOLIO HOLDING INFORMATION
The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available without charge, upon request, by calling 1-866-LEXI-ETF (1-866-539-4383). Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov.
PROXY VOTING INFORMATION
The 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. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-LEXI-ETF (1-866-539-4383) and on the SEC’s website at www.sec.gov.
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
Information regarding how often shares of the Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available without charge, on the Fund’s website at https://www.lexietf.com/.
TAX INFORMATION
The Fund designated 100.00% of its ordinary income distribution for the year ended May 31, 2023, as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.
For the year ended May 31, 2023, 97.94% of dividends paid from net ordinary income qualified for the dividends received deduction available to corporate shareholders.
16
Investment Adviser:
Alexis Investment Partners, LLC
103 Casterly Green Court
Montgomery, TX 77316
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 Fund.
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
(a) | Not applicable for semi-annual reports. |
(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.
1 |
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. Not applicable. |
(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. |
2 |
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 | 02/05/2024 |
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 | 02/05/2024 |
By (Signature and Title)* | /s/ Travis G. Babich |
Travis G. Babich, Treasurer/Principal Financial Officer |
Date | 02/05/2024 |
* Print the name and title of each signing officer under his or her signature.
3 |
EX.99.CERT
CERTIFICATIONS
I, Gregory C. Bakken, certify that:
1. | I have reviewed this report on Form N-CSR of Listed Funds Trust.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: | |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: 02/05/2024 | /s/ Gregory C. Bakken |
Gregory C. Bakken President/Principal Executive Officer |
EX.99.CERT
CERTIFICATIONS
I, Travis G. Babich, certify that:
1. | I have reviewed this report on Form N-CSR of Listed Funds Trust.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: | |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: 02/05/2024 | /s/ Travis G. Babich | |
Travis G. Babich Treasurer/Principal Financial Officer |
EX.99.906CERT
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Listed Funds Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the Listed Funds Trust, for the period ended November 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Listed Funds Trust for the stated period.
/s/ Gregory C. Bakken | /s/ Travis G. Babich | |
Gregory C. Bakken President/Principal Executive Officer Listed Funds Trust
|
Travis G. Babich Treasurer/Principal Financial Officer Listed Funds Trust
|
Dated: | 02/05/2024 |
This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Listed Funds Trust for purposes of Section 18 of the Securities Exchange Act of 1934.
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