UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23226)
Listed Funds Trust
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Gregory C. Bakken, President
Listed Funds Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 6th Floor
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-3097
Registrant's telephone number, including area code
Date of fiscal year end: December 31
Date of reporting period: December 31, 2023
Item 1. Reports to Stockholders.
(a)
TrueShares ETFs
TrueShares Technology, AI & Deep Learning ETF (LRNZ)
TrueShares Low Volatility Equity Income ETF (DIVZ)
TrueShares Eagle Global Renewable Energy Income ETF (RNWZ)
RiverNorth Patriot ETF (FLDZ)
RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ)
ANNUAL REPORT
December 31, 2023
This report is submitted for the general information of shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.
TrueShares ETFs
Table of Contents
Shareholder Letter (Unaudited) | 2 |
Shareholder Expense Example (Unaudited) | 5 |
Performance Overviews (Unaudited) | 7 |
Schedule of Investments and Open Total Return Swap Contracts | 10 |
Statements of Assets and Liabilities | 21 |
Statements of Operations | 23 |
Statements of Changes in Net Assets | 25 |
Financial Highlights | 28 |
Notes to Financial Statements | 32 |
Report of Independent Registered Public Accounting Firm | 44 |
Board of Trustees and Officers (Unaudited) | 46 |
Board Consideration and Approval of Continuation of Advisory and Sub-Advisory Agreements (Unaudited) | 48 |
Supplemental Information (Unaudited) | 57 |
Privacy Policy (Unaudited) | 58 |
1
TrueShares ETFs
Shareholder Letter
December 31, 2023 (Unaudited)
Dear Shareholder,
I hope this letter finds you in good health. As we reflect on the past year, I am pleased to provide you with an overview of TrueShares performance in 2023 and offer insights into the potential economic backdrop ahead.
Over the past twelve months, our continued commitment to strategic asset classes and operational infrastructure contributed to the resilience and growth of TrueShares. In retrospect, perhaps the most influential macroeconomic factors of 2023 were once again inflation and monetary policy. As economists, portfolio managers, and investors expected, interest rates continued to climb throughout the year. Now as the calendar turns to 2024, expectations of further rate increases have subsided. However, the question of when rates will commence a meaningful downward trend is still met with uncertainty, even after having seen relative improvement in CPI metrics, commodity prices, and other risk-off assets in the last two quarters. There are certainly asset class specific reasons for both continued skepticism and focused optimism, but we feel that this could be a “stock-pickers market” for the foreseeable future.
TrueShares Low Volatility Equity Income ETF (DIVZ) remained steadfast in the face of uncertain economic conditions and historically high interest rates. Coming off an impressive, top decile performance (Morningstar Category – Large Value) in 2022, overall return experienced a mean regression relative to the major indexes in 2023. Nonetheless, the fund still managed to produce record income distributions for its investors. Attractive yields, risk management and low volatility remain top priorities as evidenced by the fund’s rigorous pursuit to identify companies with sustainable and growing dividends. The expectations for TrueShares Technology, AI & Deep Learning ETF (LRNZ) are perennially high, befitting an alpha-seeking fund with a concentrated, actively managed portfolio. LRNZ delivered on those expectations with a top decile ranking (Morningstar Category – Technology) and an annual return in excess of 67%, outpacing the NASDAQ Composite Total Return Index (CCMP) by over 20%. LRNZ remains firmly positioned, with high conviction, in companies with distinct competitive advantages in the AI & Deep Learning spaces, preparing for what many expect to be a real-time paradigm shift towards a technology that could shape our daily lives. The TrueShares Eagle Global Renewable Energy Income ETF (RNWZ) completed its first full year as part of the TrueShares lineup. While the renewable energy space was largely disappointing, the industry enters 2024 with a sense of optimism after a Q4 rally. Geopolitical concerns, volatility, and negative headlines seem to be ever present, but according to The Eagle Global Advisors Renewables Infrastructure Team, “the energy transition or de-carbonization megatrend continues to gain traction among investors, supporting our view societal and political support are making renewable infrastructure increasingly inelastic to market forces.”
RiverNorth Patriot ETF (FLDZ) successfully fulfilled its impact mandate to support the Folds of Honor Foundation in 2023 as more than 100% of the sub-advisory fee was donated for the second year in a row! From an investment perspective, FLDZ produced a net total return on market price of 12.16%, trailing the S&P 900 Index for the year. The portfolio’s tilt toward U.S. core and value stocks and away from large, multi-national tech stocks was a source of relative underperformance last year as several mega-cap tech companies (The “Magnificent Seven”)* rallied to record highs in 2023, leaving most other equities behind. However, we believe that this tilt, in combination with the equal-weight bias in the Fund’s allocation, will likely reduce risk to the portfolio should a U.S. recession occur. RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ) finished the year with a total return of almost 6%. Positive returns were mainly driven by interest accruing to the common shares’ trust accounts. Warrant values, a typically positive contributing factor, were somewhat depressed in 2023 as the SPAC sector continues to rebuild its market perception. Over time we expect the SPAC acquisition market to normalize and for SPAC warrants to become a bigger contributor to returns.
As we head into 2024, several economic metrics have the potential to play a crucial role in shaping the investment landscape. Following suit, our investment strategies generally incorporate a keen awareness of such factors as interest rates, inflation dynamics, global trade developments, technology and innovation trends, and geopolitical factors. Whatever 2024 brings for the markets, components of the TrueShares lineup should be well positioned to deliver on their investment mandates.
TrueShares remains diligently committed to delivering value to our shareholders. The strategic decisions we have made in 2023 position us well for the opportunities and challenges that lie ahead. We appreciate the trust and confidence you have placed in us, and we look forward to a prosperous 2024.
* | The Magnificent Seven stocks are a group of high-performing and influential companies in the U.S. stock market: Alphabet, Amazon, Apple, Meta Platforms, Microsoft, NVIDIA, and Tesla. |
2
TrueShares ETFs
Shareholder Letter
December 31, 2023 (Unaudited) (Continued)
As always, please do not hesitate to contact us at any time; we would love to hear from you!
Sincerely,
Michael N. Loukas
Chief Executive Officer
TrueShares ETFs
3
TrueShares ETFs
Shareholder Letter
December 31, 2023 (Unaudited) (Continued)
Investment Risks
Investing involves risk including possible loss of principal.
DIVZ – TrueShares Low Volatility Equity Income ETF is subject to the following risks: Dividend Paying Security Risk. Securities that pay high dividends as a group can fall out of favor with the market, causing these companies to underperform companies that do not pay high dividends. Dividends may also be reduced or discontinued. Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change based on various and unpredictable factors.
LRNZ – TrueShares Technology, AI & Deep Learning ETF is subject to the following risks: Artificial Intelligence, Machine Learning and Deep Learning Investment Risk - the extent of such technologies’ versatility has not yet been fully explored. There is no guarantee that these products or services will be successful and the securities of such companies, especially smaller, start-up companies, are typically more volatile than those of companies that do not rely heavily on technology.
RNWZ – TrueShares Eagle Global Renewable Energy Income ETF is subject to the following risks: Associated Risk of Investing in Renewable Infrastructure Companies. Because the Fund invests in Renewable infrastructure Companies, the value of Fund shares may be affected by events that adversely affect companies in that industry. These can include contract counterparty defaults, adverse political and regulatory changes, poor weather conditions for renewable power generation, falling power prices, losses on financial hedges, technological obsolescence, competition and general economic conditions. Currency Exchange Rate Risk. Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of the Fund’s investment and the value of your Shares. Foreign Securities Risk. Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability.
FLDZ – RiverNorth Patriot ETF is subject to the following risks: Equity Market Risk - The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, sectors or companies in which the Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.
SPCZ – RiverNorth Enhanced Pre-Merger SPAC ETF is subject to the following risks: New Fund Risk – The Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Leverage Risk – The use of leverage is speculative could magnify the Fund’s gains or losses and increase risk. This is the speculative factor known as leverage. Borrowing also may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. Pre-Combination (Pre-Merger) SPAC Risk – The Fund invests in equity securities and warrants of SPACs. Pre-combination SPACs have no operating history or ongoing business other than seeking Combinations, and the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable Combination. There is no guarantee that the SPACs in which the Fund invests will complete a Combination or that any Combination that is completed will be profitable. Unless and until a Combination is completed, a SPAC generally invests its assets in U.S. government securities, money market securities, and cash. Public stockholders of SPACs may not be afforded a meaningful opportunity to vote on a proposed initial Combination because certain stockholders, including stockholders affiliated with the management of the SPAC, may have sufficient voting power, and a financial incentive, to approve such a transaction without support from public stockholders. Some SPACs may pursue Combinations only within certain industries or regions, which may increase the volatility of their prices. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. Foreign Securities Risk – Foreign SPACs Investments in SPACs domiciled or listed outside of the U.S. may involve risks not generally associated with investments in the securities of U.S. SPACs, such as risks relating to political, social, and economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Further, tax treatment may differ from U.S. SPACs and securities may be subject to foreign withholding taxes. Small-Cap Risk – SPACs will have a more limited pool of companies with which they can pursue a business combination relative to larger capitalization companies. That may make it more difficult for a small capitalization SPAC to consummate a business combination.
4
TrueShares ETFs
Shareholder Expense Example
December 31, 2023 (Unaudited)
As a shareholder of a fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of fund shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (July 1, 2023 to December 31, 2023).
ACTUAL EXPENSES
The following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the applicable line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Beginning | Ending | Annualized | Expenses | |
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 | Ending | Annualized | Expenses | |
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 | |||
Total Returns | 1 Year | 3 Years | Since |
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 | ||
Total Returns | 1 Year | Since |
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 | ||
Total Returns | 1 Year | Since |
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 | ||
Total Returns | 1 Year | Since |
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 | ||
Total Returns | 1 Year | Since |
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 | |||
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 | Pay/Receive | Financing Rate | Pay/Receive | Termination | Notional | Unrealized | |||||||||||||||||||||
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 | TrueShares Low | TrueShares | ||||||||||
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 | RiverNorth | |||||||
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 | TrueShares Low | TrueShares | ||||||||||
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 | RiverNorth | |||||||
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 | ||||||||
Year Ended | Year Ended | |||||||
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 | TrueShares Eagle Global | |||||||||||||||
Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||
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- | |||||||||||||||
Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||
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 | ||||||||||||||||||||||||||||||||
Income from | Less | |||||||||||||||||||||||||||||||
Net Asset | Net | Net realized | Total from | Net | Return of | Net realized | Total | |||||||||||||||||||||||||
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 | Ratios/ | ||||||||||||||||||||||||||
Ratios to | |||||||||||||||||||||||||||
Net Asset Value, | Total return, | Total return, | Net assets, | Expenses | Net investment | Portfolio | |||||||||||||||||||||
$ | 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 | ||||||||||||||||||||||||||||||||
Income from | Less | |||||||||||||||||||||||||||||||
Net Asset | Net | Net realized | Total from | Net | Return of | Net realized | Total | |||||||||||||||||||||||||
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 | Ratios/ | ||||||||||||||||||||||||||
Ratios to | |||||||||||||||||||||||||||
Net Asset Value, | Total return, | Total return, | Net assets, | Expenses | Net investment | Portfolio | |||||||||||||||||||||
$ | 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/ | Commencement |
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/ | Commencement |
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 | Gross | Net Amount | Gross Amounts not | |||||||||||||||||||||||||||||
Counterparty | Investment Type | of Assets & | of Assets & | of Asset & | Financial | Collateral | 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 | ||||
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 | 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 | Net Realized | Net Change | |||||||||||||
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 | Year Ended | |||||||||||||||||||||||
Ordinary | Long-Term | Return of | Ordinary | Long-Term | Return of | |||||||||||||||||||
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 | TrueShares Low | TrueShares | TrueShares | TrueShares | ||||||||||||||||
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 | Indefinite Long | |||||||
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 | 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 | Redemptions | |||||||||||||
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 | Statements of Changes | 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 | Term of Office | Principal Occupation(s) | Number of | Other |
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) | Term of Office | 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.
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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. |