N-CSR

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, 6^th 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 IncomeETF (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 RisksInvesting 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 Commencement1
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 Commencement1
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 Commencement1
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 Commencement1
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 Commencement1
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.

EX-99.CODE ETH

Listed Funds Trust

Code of Ethics

For Principal Executive Officer & Principal Financial Officer

I. Introduction/Covered Persons

Listed Funds Trust (the “Trust”) has been successful in large part by managing its business with honesty and integrity. The principal officers of the Trust have an important and elevated role in corporate governance and in promoting investor confidence. To further the ends of ethical and honest conduct among its officers, the Audit Committee of the Board of Trustees of the Trust has adopted this Code of Ethics. This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder. This Code of Ethics applies to the principal executive officer, principal financial officer, controller and other senior financial officers of the Trust, as may be identified from time to time by the Audit Committee (collectively, the “Covered Persons”).

The Audit Committee shall be responsible for the overall administration of this Code of Ethics, but has delegated to the Trust’s Chief Compliance Officer (the “Chief Compliance Officer”) the responsibility to oversee the day-to-day operation of this Code of Ethics. This Code of Ethics is in addition to, not in replacement of, the Trust’s Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Covered Persons may also be subject to the Investment Company Code of Ethics.

II. Code of Ethics Requirements

This Code of Ethics requires each Covered Person to:

1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Provide full, fair, accurate, timely and understandable disclosure in reports submitted to or filed with the SEC and in all other public communications made by the Trust;

3. Comply with laws, rules and regulations of the federal government, state governments and other regulatory agencies as they apply to the Trust;

4. Disclose promptly to the Chief Compliance Officer any violations of this Code of Ethics of which the Covered Person may become aware; and

5. Not retaliate against any other Covered Person or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith.

III. Conflicts of Interest

A conflict of interest occurs when a Covered Person’s private interest interferes in any way—or even appears to interfere—with the interests of the Trust as a whole or with his or her service to the Trust. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Trust.

Certain conflicts of interest arise out of the relationships between Covered Persons and the Trust and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). For example, Covered Persons may not individually engage in certain transactions with the Trust (such as the purchase or sale of securities or other property, except the Trust’s own fund shares) because of their status as “affiliated persons” of the Trust. The Trust’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Trust and its investment adviser and/or administrator of which the Covered Persons are also officers or employees. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether formally for the Trust or for the adviser and/or administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and/or administrator and the Trust. The participation of the Covered Persons in such activities is inherent in the contractual relationship between the Trust and its investment adviser and/or administrator and is consistent with the performance by the Covered Persons of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Trust.

Each Covered Person must:

● not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Person would benefit personally to the detriment of the Trust; and

● not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than for the benefit of the Trust.

There are some conflict of interest situations that should be discussed with the Chief Compliance Officer if material. Examples of these include:

● any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

● a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Person’s employment, such as compensation or equity ownership.

IV. Accurate, Complete, Timely and Understandable Information

The Covered Persons are responsible for ensuring that Trust’s shareholders and the public receive financial and other information that is accurate, complete, timely and understandable. Covered Persons are obligated to comply with all laws and regulations governing the public disclosure of Trust information. All public statements, whether oral or written, must be understandable and accurate, with no material omissions.

The books and records of the Trust must be kept accurate and current to ensure that the public receives information that is full, fair, accurate, complete and timely. The Covered Persons must ensure that transactions are completely and accurately recorded on the Trust’s books and records in accordance with generally accepted accounting principles. Economic evaluations must fairly represent all information relevant to the evaluation being made. No secret or unrecorded cash funds or other assets may be established or maintained for any purpose. Each Covered Person shall also comply with the Trust’s disclosure controls and procedures and the Trust’s internal controls and procedures for financial reporting.

V. Waivers

The Audit Committee may grant a waiver from one or more provisions of this Code of Ethics upon the request of a Covered Person and after a review of the relevant facts and circumstances. The decision by the Audit Committee whether to grant a waiver from this Code of Ethics shall be final.

“Waiver” shall mean the approval of a material departure from a provision of this Code of Ethics. If an executive officer becomes aware of a material departure from a provision of this Code of Ethics by any Covered Person, he or she shall immediately report such violation to the Chief Compliance Officer or the Audit Committee, as appropriate. The Chief Compliance Officer shall promptly report the violation to the Audit Committee. If the Audit Committee fails to take action with respect to the violation within ten business days, the Trust shall be deemed to have made an “implicit waiver” from this Code of Ethics.

If a waiver from one or more provisions of Section II of this Code of Ethics is granted by the Audit Committee to any Covered Person, including an implicit waiver, the Audit Committee shall direct the Trust to (a) post a notice and description of the waiver on the each applicable Fund’s website within five business days following the waiver, including the name of the person to whom the Trust granted the waiver and the date of the waiver, maintain such notice on the website for at least 12 months, and retain such notice for a period of at least 6 years following the end of the fiscal year in which the waiver occurred; or (b) include a description of the waiver in the Trust’s next report on Form N-CSR relating to the applicable Fund. If the waiver will be disclosed via a Fund’s website, the Trust must have first disclosed in its most recent Form N-CSR relating to the applicable Fund that it intends to disclose these events on the Fund’s website and website’s address.

VI. Amendments

This Code of Ethics may be amended by the Audit Committee as it deems appropriate. If a provision of the Code of Ethics that applies to any Covered Person and that relates to one or more provisions of Section II of this Code is amended, the Audit Committee shall direct the applicable Fund to (a) post a notice and description of the amendment on the Fund’s website within five business days following the amendment, maintain such notice on the website for at least 12 months, and retain such notice for a period of at least 6 years following the end of the fiscal year in which the amendment occurred; or (b) include a description of the amendment in the Trust’s next report on Form N-CSR relating to the applicable Fund. If the amendment will be disclosed via a Fund’s website, the rules applicable to website postings of waivers, discussed in Section V above, apply. Technical, administrative or other non-substantive amendments to the Code of Ethics need not be disclosed.

VII. Violations

If the Audit Committee becomes aware of an actual or potential violation of this Code of Ethics, it shall direct an investigation into the facts and circumstances surrounding the violation. If a violation is found, the Audit Committee may impose on the Covered Person found to be in violation of this Code of Ethics any of a wide range of consequences as it deems appropriate, including warnings or letters of reprimand for less significant, first-time offenses, fines, reduced professional duties, suspension without pay and, in the most serious cases, termination.

VIII. Disclosure

The Audit Committee shall direct the Trust to make this Code of Ethics publicly available through one of the following three methods: (1) filing the Code as an exhibit to the Trust’s annual report on Form N-CSR relating to each Fund; (2) posting the text of the Code on the applicable Fund’s website, provided that the Fund has first disclosed the website’s address and intent to provide disclosure in this manner in its most report on Form N-CSR and provided further that the text of the Code remains on the applicable Fund’s website for as long as the Trust remains subject to the SEC’s rules promulgated under Section 406 of Sarbanes-Oxley ; or (3) providing an undertaking in its most recent report on Form N-CSR relating to each applicable Fund to provide a copy of the Code of Ethics to any person without charge upon request.

IX. Acknowledgement

Each Covered Person shall, in the form attached hereto as Appendix A, acknowledge receipt of and compliance with the Code of Ethics upon adoption of this Code of Ethics or when initially hired, whichever occurs later. Each Covered Person shall annually, in the form attached hereto as Appendix B, acknowledge receipt of and compliance with this Code of Ethics.

X. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code or in the course of investigating any alleged violation of this Code, such matters shall not be disclosed to anyone other than the Board, its counsel, the Trust, its counsel, the investment adviser, and its counsel.

XI. Internal Use

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of any Trust, as to any fact, circumstance, or legal conclusion.

Adopted: March 19, 2019

Amended: June 16, 2022

EX-99.CERT

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:	3/8/2024	/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:	3/8/2024	/s/ Travis G. Babich
		Travis G. Babich
		Treasurer/Principal Financial Officer

EX-99.906 CERT

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 year ended December 31, 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	Travis G. Babich
President/Principal Executive Officer	Treasurer/Principal Financial Officer
Listed Funds Trust	Listed Funds Trust

Dated: 3/8/2024

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.