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)
Kent P. Barnes, Secretary
Listed Funds Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 10th Floor
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-1681
Registrant's telephone number, including area code
Date of fiscal year end: April 30
Date of reporting period: October 31, 2022
Item 1. Reports to Stockholders.
Teucrium Agricultural Strategy No K-1 ETF
SEMI-ANNUAL REPORT
October 31, 2022
(Unaudited)
Teucrium Agricultural Strategy No K-1 ETF
Table of Contents
(Unaudited)
Shareholder Expense Example | 2 |
Consolidated Schedule of Investments | 3 |
Consolidated Schedule of Open Futures Contracts | 4 |
Consolidated Statement of Assets and Liabilities | 5 |
Consolidated Statement of Operations | 6 |
Consolidated Statement of Changes in Net Assets | 7 |
Consolidated Financial Highlights | 8 |
Notes to Financial Statements | 9 |
Board Consideration & Approval of Advisory Agreement | 16 |
Supplemental Information | 18 |
Review of Liquidity Risk Management Program | 19 |
1
Teucrium Agricultural Strategy No K-1 ETF
Shareholder Expense Example
(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 Fund and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (May 1, 2022 to October 31, 2022), except in the footnotes noted below.
ACTUAL EXPENSES
The first line under the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line in the table is useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Hypothetical
Account
Value 5/1/22 | Beginning
Account Value
5/17/22^ | Ending
Account Value
10/31/22 | Annualized
Expense
Ratios | Expenses
Paid During
the Period |
Teucrium Agricultural Strategy No K-1 ETF | | | | | |
Actual | N/A | $ 1,000.00 | $ 885.90 | 1.06% | $ 4.60(1) |
Hypothetical (5% return before expenses) | $ 1,000.00 | N/A | $ 1,019.86 | 1.06% | $ 5.40(2) |
(^) | Fund commenced operations on May 17, 2022. |
(1) | Actual Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by the number of days since inception, 168, and divided by the number of days in the most recent twelve-month period, 365 days. |
(2) | Hypothetical expenses are calculated using the Fund’s annualized expense ratio multiplied by the average account value during the period, multiplied by the number of days in the most recent six-month period, 184 days, and divided by the number of days in the most recent twelve-month period, 365 days. |
2
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Schedule of Investments
October 31, 2022 (Unaudited)
| | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 91.5% |
Money Market Funds — 91.5% |
First American Government Obligations Fund - Class X, 2.92% (a) | | | 79,397,707 | | | $ | 79,397,707 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $79,397,707) | | | | | | | 79,397,707 | |
| | | | | | | | | |
TOTAL INVESTMENTS (Cost $79,397,707) — 91.5% | | | | | | | 79,397,707 | |
Other assets and liabilities, net — 8.5% | | | | | | | 7,418,656 | |
TOTAL NET ASSETS — 100.0% | | | | | | $ | 86,816,363 | |
Percentages are stated as a percent of net assets.
(a) | The rate shown is the seven day yield as of October 31, 2022. |
The accompanying notes are an integral part of the financial statements.
3
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Schedule of Open Futures Contracts
October 31, 2022 (Unaudited)
Description | | Number of
Contracts
Purchased | | | Settlement
Month | | | Notional
Value | | | Unrealized
Appreciation
(Depreciation) | |
Corn Futures (a) | 700 | December 2023 | | $ | 21,901,250 | | | $ | 76,831 | |
Soybean Futures (a) | 314 | January 2023 | | | 22,286,150 | | | | 265,995 | |
Sugar Futures (a) | 1,148 | October 2023 | | | 20,996,461 | | | | (986,544 | ) |
Wheat Futures (a) | 476 | July 2023 | | | 21,509,250 | | | | 1,760,858 | |
| | | | | | | | | | | | | | | $ | 1,117,140 | |
(a) | All or a portion of this security is held by TILL Cayman. |
The accompanying notes are an integral part of the financial statements.
4
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Statement of Assets and Liabilities
October 31, 2022 (Unaudited)
Assets | | | | |
Cash | | $ | 5,716,462 | |
Investments, at value (cost $79,397,707) | | | 79,397,707 | |
Interest receivable | | | 197,051 | |
Receivable for investment securities sold | | | 1,570,654 | |
Total assets | | | 86,881,874 | |
| | | | | |
Liabilities | | | | |
Payable to Adviser | | | 65,511 | |
Total liabilities | | | 65,511 | |
Net Assets | | $ | 86,816,363 | |
| | | | | |
Net Assets Consists of: | | | | |
Paid-in capital | | $ | 84,219,470 | |
Total distributable earnings | | | 2,596,893 | |
Net Assets | | $ | 86,816,363 | |
| | | | | |
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | | | 2,450,000 | |
Net Asset Value, redemption price and offering price per share | | $ | 35.44 | |
The accompanying notes are an integral part of the financial statements.
5
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Statement of Operations
For the Period Ended October 31, 2022(1) (Unaudited)
Investment Income | | | | |
Interest Income | | $ | 467,535 | |
Total investment income | | | 467,535 | |
| | | | | |
Expenses | | | | |
Investment advisory fees | | | 296,807 | |
Expense reimbursement by Adviser | | | (86,460 | ) |
Total expenses | | | 210,347 | |
Net investment income | | | 257,188 | |
| | | | | |
Realized and Unrealized Gain (Loss) on Open Futures Contracts | | | | |
Net realized gain on open futures contracts | | | 1,222,565 | |
Net change in unrealized appreciation on open futures contracts | | | 1,117,140 | |
Net realized and unrealized gain | | | 2,339,705 | |
Net increase in net assets from operations | | $ | 2,596,893 | |
(1) | The Fund commenced operations on May 17, 2022. |
The accompanying notes are an integral part of the financial statements.
6
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Statement of Changes in Net Assets
| | | Period Ended
October 31,
2022
(Unaudited)(1) | |
From Operations | | | | |
Net investment income | | $ | 257,188 | |
Net realized gain on open futures contracts | | | 1,222,565 | |
Net change in unrealized appreciation/depreciation on open futures contracts | | | 1,117,140 | |
Net increase in net assets resulting from operations | | | 2,596,893 | |
| | | | | |
From Capital Share Transactions | | | | |
Proceeds from shares sold | | | 84,219,470 | |
Net increase in net assets resulting from capital share transactions | | | 84,219,470 | |
| | | | | |
Total Increase in Net Assets | | | 86,816,363 | |
| | | | | |
Net Assets | | | | |
Beginning of period | | | — | |
End of period | | $ | 86,816,363 | |
| | | | | |
Changes in Shares Outstanding | | | | |
Shares outstanding, beginning of period | | | — | |
Shares sold | | | 2,450,000 | |
Shares outstanding, end of period | | | 2,450,000 | |
(1) | The Fund commenced operations on May 17, 2022. |
The accompanying notes are an integral part of the financial statements.
7
Teucrium Agricultural Strategy No K-1 ETF
Consolidated Financial Highlights
For a Share Outstanding Throughout the Period
| | | Period Ended
October 31,
2022
(Unaudited)(1) | |
Net Asset Value, Beginning of Period | | $ | 40.00 | |
| | | | | |
Income (Loss) from investment operations: | | | | |
Net investment income (loss)(2) | | | 0.21 | |
Net realized and unrealized gain (loss) | | | (4.77 | )(7) |
Total from investment operations | | | (4.56 | ) |
| | | | | |
Net Asset Value, End of Period | | $ | 35.44 | |
| | | | | |
Total return, at NAV(3)(4) | | | -11.41 | % |
Total return, at Market(3)(4) | | | -11.47 | % |
| | | | | |
Supplemental Data and Ratios: | | | | |
Net assets, end of period (000’s) | | $ | 86,816 | |
| | | | | |
Ratio of expenses to average net assets before waivers(5)(8) | | | 1.49 | % |
Ratio of expenses to average net assets after waivers(5)(8) | | | 1.06 | % |
Ratio of net investment income (loss) to average net assets after waivers(5)(8) | | | 1.29 | % |
Portfolio turnover rate (4)(6) | | | 0 | % |
(1) | The Fund commenced operations on May 17, 2022. |
(2) | Per share net investment income (loss) was calculated using average shares outstanding. |
(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) | Annualized for periods less than one year. |
(6) | Excludes in-kind transactions associated with creations and redemptions of the Fund. |
(7) | The amount of net realized and unrealized gain on investment per share for the period does not accord with the amounts in the Consolidated Statement of Operations due to share transactions for the period. |
(8) | Expense waived or reimbursed reflect reductions to total expenses, as discussed in the notes to the financial statements. These amounts would increase the net investment loss ratio or decrease the net investment income ratio, as applicable, had such reductions not occurred. |
The accompanying notes are an integral part of the financial statements.
8
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited)
Teucrium Agricultural Strategy No K-1 ETF (the “Fund”) is a non-diversified series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve capital appreciation by investing primarily in agricultural commodities futures contracts traded on the Chicago Board of Trade (“CBOT”) or Intercontinental Exchange Inc. (“ICE”).
Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Teucrium Investment Advisors, LLC (the “Adviser”), the Fund’s Investment Adviser.
2. | SIGNIFICANT ACCOUNTING POLICIES |
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.
Consolidation of Subsidiary
The Fund expects to gain exposure to commodities futures by investing in TILL Cayman, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Adviser also serves as the investment adviser to the Subsidiary. The Fund’s investment in the Subsidiary is intended to provide the Fund with indirect exposure to commodities futures within the limits of current federal income tax laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly in commodities futures. The Subsidiary has the same investment objective as the Fund, but it may invest in commodities futures to a greater extent than the Fund. Except as otherwise noted, for purposes of this Prospectus, references to the Fund’s investments include the Fund’s indirect investments through the Subsidiary. Because the Fund intends to elect to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended, the size of the Fund’s investment in the Subsidiary generally will be limited to 25% of the Fund’s total assets, tested at the end of each fiscal quarter. Information regarding the Fund and its subsidiary has been consolidated in the Consolidated Schedule of Investments, Consolidated Schedule of Open Futures Contracts, Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statement of Changes in Net Assets and Consolidated Financial Highlights.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Share Transactions
The net asset value (“NAV”) per share of the Fund is equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading.
9
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
Fair Value Measurement
In calculating the NAV, the Fund’s exchange-traded equity securities will be valued at fair value, which will generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation. Such valuations are typically categorized as Level 1 in the fair value hierarchy described below.
Securities listed on the NASDAQ Stock Market, Inc. are generally valued at the NASDAQ official closing price.
If market quotations are not readily available, or if it is determined that a quotation of a security does not represent fair value, then the security is valued at fair value as determined in good faith by the Adviser using procedures adopted by the Board of Trustees of the Trust (the “Board”). 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.
Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.
An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity, unless the Adviser determines in good faith that such method does not represent fair value.
Futures contracts will be valued at the settlement price. If there is no current market price available, then 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 Fund’s investments. These inputs are summarized in the following hierarchy:
| | ● | Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| | ● | Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
| | ● | Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available. |
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
10
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
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 Fund’s investments at October 31, 2022, are as follows:
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments - Assets: | | | | | | | | | | | | | | | | |
Money Market Funds | | $ | 79,397,707 | | | $ | — | | | $ | — | | | $ | 79,397,707 | |
Total Investments - Assets | | $ | 79,397,707 | | | $ | — | | | $ | — | | | $ | 79,397,707 | |
| | | | | | | | | | | | | | | | | |
Other Financial Instruments* | | | | | | | | | | | | | | | | |
Open Futures Contracts | | $ | 1,117,140 | | | $ | — | | | $ | — | | | $ | 1,117,140 | |
* | Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as open futures contracts. Open futures contracts are reflected as the unrealized appreciation (depreciation) on the instrument. |
Security Transactions
Investment transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification basis.
Investment Income
Interest income is accrued daily.
Tax Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions
The Fund is treated as a separate entity for Federal income tax purposes. The Fund intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Fund will not be subject to Federal income tax.
Distributions to shareholders are recorded on the ex-dividend date. The Fund generally pays out dividends from net investment income, if any, quarterly, and distributes its net capital gains, if any, to shareholders at least annually. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital.
Management evaluates the Fund’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest
11
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
and penalties related to income taxes would be recorded as income tax expense. The Fund’s Federal income tax returns are subject to examination by the Internal Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.
The Fund commenced operations on May 17, 2022.
Indemnification
In the normal course of business, the Fund expects to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
Futures
The Fund will invest indirectly, via the Subsidiary, in commodity futures, which are standardized futures contracts on commodities traded on the CBOT or ICE. When the Fund purchases a futures contract, it agrees to purchase a specified underlying instrument at a specified future date. When the Fund sells a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the Fund enters into the contract. Futures can be held until their delivery dates or can be closed out before then if a liquid secondary market is available.
The Fund’s holdings consist of four commodities futures holdings, one in each of the following commodities: corn, wheat, soybeans, and sugar (each a “Component Futures Contract”). The portfolio will be rebalanced, generally on a monthly basis, in order to maintain approximately a 25% allocation of the Fund’s assets to each Component Futures Contract.
The average monthly notional amount of futures contracts during the period ended October 31, 2022, was $44,739,375.
The following is a summary of the effect of derivative instruments on the Fund’s Consolidated Statement of Assets and Liabilities as of October 31, 2022:
| | | Asset Derivatives,
Unrealized
appreciation/
(depreciation on
futures contracts* | | | Liability
Derivatives,
Unrealized
appreciation/
(depreciation on
futures contracts* | |
Commodity Risk Futures Contracts | | $ | 1,117,140 | | | $ | — | |
* | Unrealized appreciation (depreciation) on Futures Contracts is included in distributable earnings (loss). |
The following is a summary of the effect of derivative instruments on the Fund’s Consolidated Statement of Operations for the period ended October 31, 2022:
| | | Net Realized
Gain (Loss) | | | Change in
Unrealized
Appreciation/
Depreciation | |
Commodity Risk Futures contracts | | $ | 1,222,565 | | | $ | 1,117,140 | |
The risks of using futures contracts in the Fund include: the risk that the counterparty to a derivative contract may fail to comply with its obligations to the Funds; the risk that there may not be a liquid secondary market for the derivative at a time when the Funds would look to disengage the position; the risk that additional capital from the Funds may be called upon to fulfill the conditions of the derivative contract; the risk that the use of derivatives in the Funds may induce leverage in the Funds, and the risk that the cost of the derivative contracts may reduce the overall returns experienced by the Funds.
As of October 31, 2022, the Fund’s derivative instruments are not subject to a master netting arrangement.
12
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
3. | INVESTMENT ADVISORY AND OTHER AGREEMENTS |
Investment Advisory Agreement
The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.
Pursuant to the Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, the Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 1.49% of the Fund’s average daily net assets. The Adviser has agreed to pay all expenses of the Fund except the fee paid to the Adviser 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).
Fee Waiver Agreement
Effective September 1, 2022, The Adviser contractually agreed to waive 0.60% of its management fees of the Fund until at least August 31, 2023. The Adviser waived $86,460 during the period ended October 31, 2022. Pursuant to the Fee Waiver Agreement, waived fees are not subject to recoupment by the Adviser.
Distribution Agreement and 12b-1 Plan
Foreside Fund Services, LLC (the “Distributor”), serves as the Fund’s distributor pursuant to a Distribution Services Agreement. The Distributor receives compensation for the statutory underwriting services it provides to the Fund. The Distributor enters into agreements with certain broker-dealers and others that will allow those parties to be “Authorized Participants” and to subscribe for and redeem shares of the Fund. The Distributor will not distribute shares in less than whole Creation Units and does not maintain a secondary market in shares.
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
Administrator, Custodian and Transfer Agent
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accountant of the Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Fund’s administrative, custody and transfer agency fees.
A Trustee and all officers of the Trust are affiliated with the Administrator and the Custodian.
4. | CREATION AND REDEMPTION TRANSACTIONS |
Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the “Exchange”). The Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares called “Creation Units.” Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading. The NAV of the shares of the Fund will be equal to the Fund’s total
13
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to four decimal places.
Creation Unit Transaction Fee
Authorized Participants may be required to pay to the Custodian a fixed transaction fee (the “Creation Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Transaction Fee will be the same regardless of the number of Creation Units purchased by an investor on the applicable business day. The Creation Transaction Fee charged by the Fund for each creation order is $300.
An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (1) creations effected outside the Clearing Process and (2) creations made in an all-cash amount (to offset the Trust’s brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders. Variable fees, if any, received by the Fund are displayed in the Capital Share Transactions section on the Statements of Changes in Net Assets.
Only “Authorized Participants” may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.
A Creation Unit will generally not be issued until the transfer of good title of the deposit securities to the Fund and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will be issued to such authorized participant notwithstanding the fact that the Fund’s deposits have not been received in part or in whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If the Fund or its agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be deemed rejected and the authorized participant shall be liable to the Fund for losses, if any.
5. | INVESTMENT TRANSACTIONS |
During the period ended October 31, 2022, there were no realized gains and losses from in-kind redemptions.
During the period ended October 31, 2022, there were no long-term purchases and sales of investments, creations in-kind or redemptions in-kind.
As with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
14
Teucrium Agricultural Strategy No K-1 ETF
Notes to Financial Statements
October 31, 2022 (Unaudited) (Continued)
On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.
A complete description of principal risks is included in the prospectus under the heading “Principal Investment Risks’’.
The Adviser launched the Teucrium AiLA Long-Short Agriculture Strategy ETF (“OAIA”), which commenced operations on December 20, 2022. OAIA is a passively-managed ETF that seeks to track the total return performance before fees and expenses, of the AilA-S033 Market Neutral Absolute Return Index and is designed to track the performance of a portfolio of agricultural commodities futures contracts designed to provide absolute returns through the implementation of a long/short trading strategy used to seek to achieve market neutral exposure to the global agriculture market.
On December 23, 2022, the Fund paid a distribution to shareholders of record on December 22, 2022, as follows:
| | Ordinary
Income Rate | | | Ordinary Income
Distribution Paid | |
| | $ | 0.25 | | | $ | 620,467 | |
Other than as disclosed, there were no other subsequent events requiring recognition or disclosure through the date the financial statements were issued.
15
Teucrium Agricultural Strategy No K-1 ETF
Board Consideration & Approval of Advisory Agreement
(Unaudited)
At a meeting held on March 16-17, 2022 and a subsequent special meeting held on May 3, 2022 (collectively, the “Meeting”), 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, as amended (the “1940 Act”) (the “Independent Trustees”), considered the approval of the advisory agreement (the “Advisory Agreement”) between Teucrium Investment Advisors, LLC (the “Adviser”) and the Trust, on behalf of Teucrium Agricultural Strategy No K-1 ETF (the “Fund”), and at the special meeting held on May 3, 2022 for the sole purpose of reducing the Fund’s advisory fee from 1.75% to 1.49% of the Fund’s average daily net assets.
Pursuant to Section 15 of the 1940 Act, the Advisory Agreement must be approved by: (i) the vote of the Trustees or a vote of the shareholders of the 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. In connection with its consideration of such approval, the Board must request and evaluate, and the Adviser is required to furnish, such information as may be reasonably necessary to evaluate the terms of the Advisory Agreement. In addition, rules under the 1940 Act require an investment company to disclose in its shareholder reports the material factors and the conclusions with respect thereto that formed the basis for the Board’s approval of an investment advisory agreement.
Consistent with those responsibilities, prior to the Meeting, the Board requested and reviewed written materials from the Adviser. Among other information, the Adviser provided an overview of its expense allocation and financial resources. During the Meeting, the Board discussed the information provided by the Adviser and other materials it received, including memoranda from legal counsel to the Trust regarding the responsibilities of the Trustees in considering the approval of the Agreement under the 1940 Act, and deliberated on the approval of the Advisory Agreement in light of this information. Prior to and during the Meeting, the Trustees were afforded the opportunity to ask questions of, and request additional materials from, the Adviser. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the Advisory Agreement, the information provided in advance of and during the Meeting, and the Trustees’ responsibilities relating thereto.
In considering the approval of the Advisory Agreement, the Board, including the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services to be provided by the Adviser to the Fund; (ii) Fund expenses and performance; (iii) the cost of the services to be provided and profits to be realized by the Adviser from its relationship with the Trust and the Fund; (iv) comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (v) the extent to which economies of scale would be realized as the Fund grows and whether the overall advisory fee for the Fund would enable investors to share in the benefits of economies of scale; (vi) any benefits to be derived by the Adviser from the relationship with the Trust and the Fund, including any fall-out benefits enjoyed by the Adviser; and (vii) other factors the Board deemed relevant. In its deliberations, the Trustees did not identify any single piece of information that was paramount or controlling and the individual Trustees may have attributed different weights to various factors.
Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing, among other things, a continuous investment program for the Fund, including arranging for, or implementing, the purchase and sale of portfolio securities, the provision of related services such as portfolio management compliance services, and the preparation and filing of certain reports on behalf of the Trust. The Trustees reviewed the extensive responsibilities that the Adviser will have as investment adviser to the Fund, including the oversight of the activities and operations of service providers, oversight of general fund compliance with federal and state laws, and the implementation of Board directives as they relate to the Fund. In considering the nature, extent, and quality of the services to be provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and the report from the Trust’s Chief Compliance Officer (“CCO”) regarding his review of the Adviser’s compliance program. The Board noted that it 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 included, among other things, information about the Adviser’s decision-making process, details about the planned implementation of the Fund’s investment program, and information about the services to be provided by the Adviser. The Board also considered the Adviser’s commodities-related expertise and investment experience, operational capabilities, financial and other resources, and its experience in managing registered investment portfolios. 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 the Fund by the Adviser.
16
Teucrium Agricultural Strategy No K-1 ETF
Board Consideration & Approval of Advisory Agreement
(Unaudited) (Continued)
Fund Expenses and Performance. Because the Fund had not yet commenced operations, the Board noted that there were no historical performance records to consider. The Board was presented with information about the Fund’s investment strategies and expected break-even expense analyses. The Board then reviewed the proposed expense ratio for the Fund and compared it to the universe of similar ETFs, as identified and reported by Morningstar (the “Category Peer Group”) and its most direct competitors as identified by the Adviser (the “Selected Peer Group”). The Board noted that the proposed expense ratio for the Fund was higher than the median for the Category Peer Group and for the Selected Peer Group. The Board further noted that because the Category Peer Group and the Selected Peer Group included established funds with significantly more assets than the Fund, each respective peer group may not allow for an apt comparison by which to judge the Fund’s expense ratio. The Board also noted the Adviser’s specific commodities investment expertise and industry reputation, as well as its belief that the Fund’s strategy is distinguishable from those of both the Category Peer Group and Selected Peer Group. Based on its review, the Board concluded that the investment advisory fee and expense ratio appeared to be competitive and are otherwise reasonable in light of the information provided. The Board further noted that it would monitor the success of the Fund upon launch, Fund expenses, and the Adviser’s profitability going forward to determine the ongoing reasonableness of the Fund’s proposed advisory fee.
Cost of Services to be Provided and Profitability. The Board considered the cost of the services to be provided by the Adviser, the proposed advisory fee, and the estimated profitability projected by the Adviser, including the methodology underlying such projection. The Board took into consideration that the advisory fee for the Fund was a “unitary fee,” meaning the Fund would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a distribution and/or shareholder servicing (12b-1) plan. The Board noted that the Adviser would be responsible for compensating the Trust’s other service providers, and paying the Fund’s other expenses out of its own resources. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s anticipated profitability with respect to the Fund and the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were not a significant factor given that the Fund had not yet commenced operations and consequently, the future size of the Fund and the Adviser’s future profitability were generally unpredictable.
Economies of Scale. The Board expressed the view that the Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board noted, however, that any economies would, to some degree, be shared with the Fund shareholders through the Fund’s unitary fee structure. In the event there is significant asset growth in the Fund, the Board determined it would reassess whether the advisory fee appropriately took into account any economies of scale that had been realized as a result of that growth.
Conclusion. 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 agreement, was fair and reasonable to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.
17
Teucrium Agricultural Strategy No K-1 ETF
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 Fund. Please read the prospectus carefully before investing. A copy of the prospectus for the Fund may be obtained without charge by writing to the Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling
1-800-617-0004, or by visiting the Fund’s website at https://teucrium.com/etfs/till.
QUARTERLY PORTFOLIO HOLDING INFORMATION
The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available without charge, upon request, by calling 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.
PROXY VOTING INFORMATION
The Fund is required to file a Form N-PX, with the Fund’s complete proxy voting record for the 12 months ended June 30, no later than August 31 of each year. 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 Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available without charge, on the Fund’s website at https://teucrium.com/etfs/till.
18
Teucrium Agricultural Strategy No K-1 ETF
Review of Liquidity Risk Management Program
(Unaudited)
Pursuant to Rule 22e-4 under the Investment Company Act of 1940, the Trust, on behalf of the series of the Trust covered by this shareholder report (the “Series”), has adopted a liquidity risk management program to govern the Trust’s approach to managing liquidity risk. Rule 22e-4 seeks to promote effective liquidity risk management, thereby reducing the risk that a fund will be unable to meet its redemption obligations and mitigating dilution of the interests of fund shareholders. The Trust’s liquidity risk management program is tailored to reflect the Series’ particular risks, but not to eliminate all adverse impacts of liquidity risk, which would be incompatible with the nature of such Series.
The investment adviser to the Series has adopted and implemented its own written liquidity risk management program (the “Program”) tailored specifically to assess and manage the liquidity risk of the Series.
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Series’ exposure to liquidity risk and other principal risks to which an investment in the Series may be subject.
19
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Investment Adviser:
Teucrium Investment Advisors, LLC
Three Main Street, Suite 215
Burlington, VT 05401
Legal Counsel:
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Independent Registered Public Accounting Firm:
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115
Distributor:
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
Administrator, Fund Accountant & Transfer Agent:
U.S. Bancorp Fund Services, LLC
d/b/a U.S. Bank Global Fund Services
615 E. Michigan St.
Milwaukee, WI 53202
Custodian:
U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212
This information must be preceded or accompanied by a current prospectus for the Fund.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
(a) Not applicable for semi-annual reports.
(b) Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
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. Not Applicable. |
(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. |
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 | 1/4/2023 | |
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 | 1/4/2023 | |
| | | |
| By (Signature and Title)* | /s/ Travis G. Babich | |
| Travis G. Babich, Treasurer/Principal Financial Officer | |
| | | |
| | | |
| Date | 1/4/2023 | |
| * | Print the name and title of each signing officer under his or her signature. |
