0001145549-23-042486.txt : 20230714 0001145549-23-042486.hdr.sgml : 20230714 20230714125719 ACCESSION NUMBER: 0001145549-23-042486 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20230430 FILED AS OF DATE: 20230714 DATE AS OF CHANGE: 20230714 EFFECTIVENESS DATE: 20230714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Listed Funds Trust CENTRAL INDEX KEY: 0001683471 IRS NUMBER: 826272597 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-23226 FILM NUMBER: 231088603 BUSINESS ADDRESS: STREET 1: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-5144 MAIL ADDRESS: STREET 1: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Active Weighting Funds ETF Trust DATE OF NAME CHANGE: 20160830 0001683471 S000066967 Core Alternative ETF C000215555 Core Alternative ETF CCOR 0001683471 S000075991 Teucrium Agricultural Strategy No K-1 ETF C000235398 Teucrium Agricultural Strategy No K-1 ETF TILL 0001683471 S000076161 Merk Stagflation ETF C000235634 Merk Stagflation ETF STGF 0001683471 S000079181 Teucrium AiLA Long-Short Agriculture Strategy ETF C000240101 Teucrium AiLA Long-Short Agriculture Strategy ETF OAIA 0001683471 S000079182 Teucrium AiLA Long-Short Base Metals Strategy ETF C000240102 Teucrium AiLA Long-Short Base Metals Strategy ETF OAIB N-CEN 1 primary_doc.xml X0404 N-CEN LIVE 0001683471 XXXXXXXX false false false N-1A S000066967 true S000076161 true S000075991 true S000079181 true S000079182 true Listed Funds Trust 811-23226 0001683471 549300C5D73JL0P1YC11 C/O U.S. BANCORP FUND SERVICES LLC 615 East Michigan Street Milwaukee 53202 US-WI US 8336121912 U.S. Bank N/A 1555 North River Center Drive Suite 302 Milwaukee 53202 8336121912 Books and records related to the custody of Fund assets Core Alternative Capital LLC 3930 East Jones Bridge Rd Suite 380 Peachtree Corners 30092 8006170004 Books and records related to work done by advisor for CCOR Wahed Invest LLC 12 East 49th Street 11th floor New York 10017 8559764747 Books and records related to work done by advisor for Wahed ETFs U.S. Bancorp Fund Services LLC 615 East Michigan Street Milwaukee 53202 8336121912 Books and records related to transfer agency fund accounting and fund administration services provided Foreside Fund Services LLC 3 Canal Plaza Suite 100 Portland 04101 2075537116 Books and records related to distribution data of the fund Quasar Distributors LLC 111 East Kilbourn Avenue Suite 2200 Milwaukee 53202 4147103012 Books and records related to distribution data of the fund Roundhill Financial LLC 154 W 14th Street 2nd Floor New York 10011 6466615441 Books and records related to work done by advisor for Roundhill ETFs Exchange Traded Concepts LLC 10900 Hefner Pointe Drive Suite 400 Oklahoma City 73120 4057788377 Books and records related to work done by sub-advisor for Roundhill ETFs and Grizzle Growth ETF Liquid Strategies LLC 3550 Lenox Rd Suite 2550 Atlanta 30326 8667046857 Books and records related to work done by advisor for Overlay Shares ETFs TrueMark Investments LLC 433 West Van Buren Street Suite 1150-E Chicago 60607 8777748783 Books and records related to work done by Advisor for TrueShares ETFs and RiverNorth ETFs Black Hill Capital Partners LLC 101 California St San Francisco 94111 4158057885 Books and records related to work done by sub-advisor for LRNZ SpiderRock Advisors LLC 300 South Wacker Drive Suite 2840 Chicago 60606 3128470300 Books and records related to work done by sub-advisor for TrueShares Structured Outcome Series Changebridge Capital LLC 83 Broad St. P.O. Box 873 Charleston 29401 6177172910 Books and records related to work done by Advisor for Changebridge ETFs Swan Capital Management LLC 1099 Main Avenue Suite 206 Durango 81301 9703828901 Books and records related to work done by Advisor for HEGD Swan Global Management LLC 20 Ridge Top Humacao PR 00791 9703828901 Books and records related to work done by Sub-Advisor for HEGD Horizon Kinetics Asset Management LLC 470 Park Avenue South 3rd Floor South New York 10016 6464957333 Books and records related to work done by Advisor for Horizon Kinetics ETFs Opal Capital LLC 1919 Flower Dr. Palm Beach Gardens 33410 9177166257 Books and records related to work done by Sub-Advisor for DIVZ Spear Advisors LLC 64 Three Mile Harbor HC Rd East Hampton 11937 8333407222 Books and records related to work done by Adviser for SPRX Princeton Fund Advisors, LLC 1580 Lincoln Street Suite 680 Denver 80203 8558975390 Books and records related to work done by Adviser for Alpha Intelligent ETFs Thematic Investments, LLC 6201 College Boulevard 7th Floor Overland Park 66211 8662516920 Books and records related to work done by Adviser for BAD Toroso Investments, LLC 898 North Broadway Suite 2 Massapequa 11758 8449867676 Books and records related to work done by Sub-Adviser for BAD Grizzle Investments Management LLC 573 Coldstream Drive Berwyn 19312 4167218257 Books and records related to work done by Adviser for GRZZ RiverNorth Capital Management, LLC 360 South Rosemary Avenue Suite 1420 West Palm Beach 33401 5614847185 Books and records related to work done by Sub-Adviser for RiverNorth ETFs Innovative Portfolios, LLC 8801 River Crossing Boulevard Suite 100 Indianapolis 46240 3176896450 Books and records related to work done by Adviser for IPPP and IPDP Merk Investments, LLC 1150 Chestnut Street Menlo Park 94025 6503234341 Books and records related to work done by Adviser for STGF STF Management LP 6136 Frisco Square Boulevard Suite 400 Frisco 75034 8665909112 Books and records related to work done by Adviser for TUG and TUGN Teucrium Investment Advisors, LLC Three Main Street Suite 215 Burlington 05401 8025400019 Books and records related to work done by Adviser for Teucrium ETFs Eagle Global Advisors, LLC 1330 Post Oak Boulevard Suite 3000 Houston 77056 7139523550 Books and records related to work done by Sub-Adviser for RNWZ Ryan Heritage, LLP 250 Pehle Avenue Suite 708 Saddle Brook 07663 2015560092 Books and records related to work done by Sub-Advisor for SPAQ Vigilant Distributors, LLC 223 Wilmington West Chester Pike Suite 216 Chadds Ford 19317 8886467886 Books and records related to distribution data of the fund Alexis Investment Partners, LLC 103 Casterly Green Ct Montgomery 77316 8665394383 Books and records related to work done by Advisor for LEXI N N N N-1A 58 Y Pam Conroy N/A N Koji Felton N/A N John L. Jacobs N/A N Steven Jensen N/A C/O U.S. BANCORP FUND SERVICES LLC 622 North Cass Street Milwaukee 53202 XXXXXX Y Elizabeth Scalf N/A C/O U.S. BANCORP FUND SERVICES LLC 622 North Cass Street Milwaukee 53202 XXXXXX Y Christi James N/A C/O U.S. BANCORP FUND SERVICES LLC 622 North Cass Street Milwaukee 53202 XXXXXX Y N N N N N Foreside Funds Distributors LLC 8-32480 000031334 N/A N Quasar Distributors, LLC 8-52323 000103848 N/A N Vigilant Distributors, LLC 8-69854 000285573 N/A N Y Cohen and Company, Ltd. 00925 N/A N N N N N N Merk Stagflation ETF S000076161 549300UYZ8F0MG8LIJ08 Y 1 0 0 Exchange-Traded Fund N N -2.549747590934 -2.928715090159 5.504826381967 5.504774530968 Y Y N N/A N/A N/A Rule 32a-4 (17 CFR 270.32a-4) Rule 6c-11 (17 CFR 270.6c-11) Rule 18f-4 (17 CFR 270.18f-4) Y Y N N Merk Investments LLC 801-60616 000112305 N/A 2022-05-03 U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N Y Intercontinental Exchange Inc. 5493000F4ZO33MV32P92 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Bloomberg L.P. 549300B56MD0ZC402L06 N Thomson Reuters Pricing Service N/A CA N IHS Markit Ltd. 549300HLPTRASHS0E726 BM N Y U.S. Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Y N U.S. Bancorp Fund Services, LLC N1GZ7BBF3NP8GI976H15 N N Y Virtu Americas LLC 8-68193 000149823 549300RA02N3BNSWBV74 936.000000000000 Virtu Financial Capital Markets LLC 8-51262 000045986 5493006FX0HRYU3G2R47 97.000000000000 1033.000000000000 0.000000000000 N 1748921.000000000000 N N N N Teucrium Agricultural Strategy No K-1 ETF S000075991 549300GCAGWUKTPSSD37 Y 1 0 0 Exchange-Traded Fund Y Y N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 32a-4 (17 CFR 270.32a-4) Rule 6c-11 (17 CFR 270.6c-11) Rule 18f-4 (17 CFR 270.18f-4) Y Y N N Teucrium Investment Advisors, LLC 801-123441 000318799 N/A 2022-03-16 U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N Y Intercontinental Exchange Inc. 5493000F4ZO33MV32P92 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Bloomberg L.P. 549300B56MD0ZC402L06 N Thomson Reuters Pricing Service N/A CA N IHS Markit Ltd. 549300HLPTRASHS0E726 BM N Y U.S. Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Y N U.S. Bancorp Fund Services, LLC N1GZ7BBF3NP8GI976H15 N N Y StoneX Financial, Inc. 8-51269 000045993 549300LNKU6K5TJCRG93 21981.000000000000 21981.000000000000 0.000000000000 N 64966649.000000000000 N N N N Teucrium AiLA Long-Short Agriculture Strategy ETF S000079181 549300KBLADUMAQSAL07 Y 1 0 0 Exchange-Traded Fund N N 231.378336901627 1.662672885098 0.128829819542 0.128335525715 Y Y N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 32a-4 (17 CFR 270.32a-4) Rule 6c-11 (17 CFR 270.6c-11) Rule 18f-4 (17 CFR 270.18f-4) Y Y N N Teucrium Investment Advisors, LLC 801-123441 000318799 N/A 2022-12-19 U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N Y Intercontinental Exchange Inc. 5493000F4ZO33MV32P92 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Bloomberg L.P. 549300B56MD0ZC402L06 N Thomson Reuters Pricing Service N/A CA N IHS Markit Ltd. 549300HLPTRASHS0E726 BM N Y U.S. Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Y N U.S. Bancorp Fund Services, LLC N1GZ7BBF3NP8GI976H15 N N Y StoneX Financial, Inc. 8-51269 000045993 549300LNKU6K5TJCRG93 5676.000000000000 5676.000000000000 0.000000000000 N 4951989.000000000000 N N N N Teucrium AiLA Long-Short Base Metals Strategy ETF S000079182 549300AEWVMRILHT7395 Y 1 0 0 Exchange-Traded Fund N N 409.068595486658 3.431298745835 0.052429419749 0.052029654908 Y Y N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 32a-4 (17 CFR 270.32a-4) Rule 6c-11 (17 CFR 270.6c-11) Rule 18f-4 (17 CFR 270.18f-4) Y Y N N Teucrium Investment Advisors, LLC 801-123441 000318799 N/A 2023-04-04 U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N Y Intercontinental Exchange Inc. 5493000F4ZO33MV32P92 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Bloomberg L.P. 549300B56MD0ZC402L06 N Thomson Reuters Pricing Service N/A CA N IHS Markit Ltd. 549300HLPTRASHS0E726 BM N Y U.S. Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Y N U.S. Bancorp Fund Services, LLC N1GZ7BBF3NP8GI976H15 N N Y StoneX Financial, Inc. 8-51269 000045993 549300LNKU6K5TJCRG93 1204.000000000000 1204.000000000000 0.000000000000 N 4078419.000000000000 N N N N Core Alternative ETF S000066967 549300HV7MXUYV9GHP07 N 1 0 0 Exchange-Traded Fund N N Y N N/A N/A N/A Rule 32a-4 (17 CFR 270.32a-4) Rule 6c-11 (17 CFR 270.6c-11) Rule 18f-4 (17 CFR 270.18f-4) N N N N Core Alternative Capital LLC 801-115285 000302011 N/A N U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N N Intercontinental Exchange Inc. 5493000F4ZO33MV32P92 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Bloomberg L.P. 549300B56MD0ZC402L06 N Thomson Reuters Pricing Service N/A CA N IHS Markit Ltd. 549300HLPTRASHS0E726 BM N N U.S. Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) N N U.S. Bancorp Fund Services LLC N1GZ7BBF3NP8GI976H15 N N N CANTOR FITZGERALD & CO. 8-201 000000134 5493004J7H4GCPG6OB62 1534.000000000000 INTERACTIVE BROKERS LLC 8-47257 000036418 50OBSE5T5521O6SMZR28 718822.000000000000 MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED 8-7221 000007691 8NAV47T0Y26Q87Y0QP81 771.000000000000 MISCHLER FINANCIAL GROUP INC. 8-48067 000037818 2549004IPXPSM9EJFC92 398.000000000000 TULLETT PREBON FINANCIAL SERVICES LLC 8-43487 000028196 5493002MIGPVI71S2611 807.000000000000 WALLACHBETH CAPITAL LLC 8-67936 000147853 549300R371KUKXEXC133 11906.000000000000 734238.000000000000 0.000000000000 N 470348744.000000000000 N N N N Merk Stagflation ETF S000076161 N 10000.000000000000 9.700000000000 0.590000000000 90.300000000000 0.590000000000 -11.000000000000 2.440000000000 111.000000000000 2.440000000000 N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N Teucrium Agricultural Strategy No K-1 ETF S000075991 N 12500.000000000000 100.000000000000 0.000000000000 0.000000000000 0.000000000000 100.000000000000 0.000000000000 0.000000000000 0.000000000000 N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N Teucrium AiLA Long-Short Agriculture Strategy ETF S000079181 N 25000.000000000000 100.000000000000 0.000000000000 0.000000000000 0.000000000000 100.000000000000 0.000000000000 0.000000000000 0.000000000000 N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N Teucrium AiLA Long-Short Base Metals Strategy ETF S000079182 N 25000.000000000000 100.000000000000 0.000000000000 0.000000000000 0.000000000000 0.000000000000 0.000000000000 0.000000000000 0.000000000000 N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N/A 300.000000000000 N/A N Core Alternative ETF S000066967 N 10000.000000000000 3.500000000000 1.770000000000 96.500000000000 1.770000000000 2.300000000000 1.500000000000 97.700000000000 1.500000000000 N/A 500.000000000000 N/A N/A 500.000000000000 N/A N/A 500.000000000000 N/A N/A 500.000000000000 N/A Y true INTERNAL CONTROL RPT 2 merk.htm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Merk Stagflation ETF and
Board of Trustees of Listed Funds Trust

In planning and performing our audit of the consolidated financial statements (the “financial statements”) of Merk Stagflation ETF (the “Fund”), a series of Listed Funds Trust, as of and for the period ended April 30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.  A fund’s internal control over financial reporting is a process designed 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 (GAAP).  A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB.  However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of April 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/Cohen & Company, LTD.

COHEN & COMPANY, LTD.
Cleveland, Ohio
June 29, 2023

INTERNAL CONTROL RPT 3 core.htm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Core Alternative ETF and
 Board of Trustees of Listed Funds Trust

In planning and performing our audit of the financial statements of Core Alternative ETF (the “Fund”), a series of Listed Funds Trust, as of and for the year ended April 30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.  A fund’s internal control over financial reporting is a process designed 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 (GAAP).  A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB.  However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of April 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/Cohen & Company, LTD.

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
June 29, 2023

INTERNAL CONTROL RPT 4 teucrium.htm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

In planning and performing our audit of the consolidated financial statements (the “financial statements”) of Teucrium Agricultural Strategy No K-1 ETF, Teucrium AiLA Long-Short Agriculture Strategy ETF, and Teucrium AiLA Long-Short Base Metals Strategy ETF (the “Funds”), each a series of Listed Funds Trust, as of and for the period ended April 30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting.  Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.  A fund’s internal control over financial reporting is a process designed 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 (GAAP).  A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds’ annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB.  However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of April 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/Cohen & Company, LTD.

COHEN & COMPANY, LTD.
Cleveland, Ohio
June 29, 2023