UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number (811-23226)

 

Listed Funds Trust
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Kent P. Barnes, Secretary

Listed Funds Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 10th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

 

(414) 765-6511

Registrant's telephone number, including area code

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2021

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

 

 

 

 

TrueShares ETFs

 

TrueShares Technology, AI & Deep Learning ETF (LRNZ)
TrueShares ESG Active Opportunities ETF (ECOZ)
TrueShares Low Volatility Equity Income ETF (DIVZ)
RiverNorth Volition America Patriot ETF (FLDZ)

 

 

 

 

ANNUAL REPORT

 

December 31, 2021

 

 

 

 

 

 

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)

4

Performance Overviews (Unaudited)

6

Schedules of Investments

8

Statements of Assets and Liabilities

18

Statements of Operations

19

Statements of Changes in Net Assets

20

Financial Highlights

22

Notes to Financial Statements

24

Report of Independent Registered Public Accounting Firm

34

Board of Trustees and Officers (Unaudited)

35

Board Consideration and Approval of Advisory and Sub-Advisory Agreements (Unaudited)

37

Supplemental Information (Unaudited)

44

Privacy Policy (Unaudited)

45

 

 

1

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2021 (Unaudited)

 

 

Dear Shareholder,

 

Prior to writing this update, I spent a few minutes reviewing last year’s letter. Needless to say, it brought me back to a period characterized by unprecedented global events. Whether by COVID, roiled financial markets, or shifting societal discourse, many lives were distinctly impacted as the world grappled with a variety of turbulent themes. Nonetheless, the transition into 2021 was greeted with optimism. The new year couldn’t possibly be as strange as the last, could it? Well, the answer was a resounding “maybe”! If I had recycled last year’s preamble verbatim and used it in this letter, I’m not sure anyone would have noticed.

 

In 2021, many familiar issues created market challenges. The pandemic remained front and center as the Delta and Omicron variants emerged, thrusting the certainty of a seamless economic reopening into doubt. A new administration in the White House brought with it a change in economic and domestic policy, and various geopolitical concerns began to percolate. However, the triumvirate of inflation, rising rates, and extended equity valuations, bookended the year and reigned as the most impactful market catalysts. A first quarter equity rotation from growth to cyclical value in response to rising rates gave way to a rebound in growth over the summer as inflationary pressures were deemed to be transitory. As the year progressed, inflationary pressures increased significantly, debunking the idea that the effect was transitory and forcing the Federal Reserve to pursue a series of hawkish steps, including a projection of several interest rate hikes in the coming year. Consequently, investment markets have been reacting to the potential asset repositioning driven by the expected rate increases, resulting in increased volatility and uncertainty as investors search for direction.

 

Not surprisingly, a snapshot of Fund performance reveals portfolios that were swept up in macro generated volatility and sentiment shifts at times, but that are still populated by stocks which are well positioned for future returns, in our opinion. For the TrueShares Technology, AI and Deep Learning ETF (LRNZ) portfolio, inflation driven market uncertainty clearly impacted performance after a significant out-performance in 2020. The fund was down (0.90)% v. the NASDAQ Composite Total Return Index of 22.18%. Our secular growth names were lumped in with growth in various sentiment shifts, leaving them with unfavorable headwinds for most of the year. However, the underlying names in the portfolio delivered the expected accelerating fundamentals and we believe that they offer outstanding potential for appreciation as market uncertainty subsides. The TrueShares ESG Active Opportunities ETF (ECOZ) trailed the market’s performance for essentially 2 months early in the year, but generally tracked the overall market after that with the fund delivering 18.40% v. the broader S&P 500 Total Return Index 28.71%. The under-performance was due to the impact of governmental spending expectations v. reality in the early days of the Biden administration. Lastly, the TrueShares Low Volatility Equity Income ETF (DIVZ) portfolio, in its first year of operations, was characterized by steady performance and better than expected risk adjusted returns, delivering on its goal to achieve lower volatility relative to the market and higher equity income potential for investors. From inception on January 27, 2021 to year end, the fund was up 20.10% v. 27.07% for the S&P 500 Price Index.

 

The active management philosophies employed by TrueShares ETFs allow our sub-advisors to construct portfolios that reflect the fund’s investment goal regardless of market environment. This ability to adjust positioning, if necessary, in the face of current market gyrations contributes to the consistent pursuit of the fund’s investment theme. While 2021 favored different equity sectors at different times, we believe that both secular growth stocks and dividend growth stocks are positioned to benefit from market trends in the coming years. In fact, a combination of the two may provide distinct portfolio benefits in an inflationary environment. As such, the TrueShares ETF lineup continues to offer several tools that could prove useful in both near and long-terms market regimes. We also look forward to additional listings in 2021 that will further expand the versatility of our offerings.

 

As always, please don’t hesitate to contact us at any time. We would love to hear from you. At TrueShares, we pride ourselves on delivering a high level of access to our professionals and we continuously strive to be amongst the industry leaders in communication. Lastly, please don’t forget to check out RiverNorth Volition America Patriot ETF (FLDZ), our newest charitable impact ETF, which provides U.S. Large Cap exposure while donating a majority of the Fund’s advisory fee, and 100% of the advisory profits to the Folds of Honor Foundation.

 

2

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2021 (Continued) (Unaudited)

 

 

On behalf of the entire TrueShares team, we wholeheartedly appreciate your ongoing support and wish you health and prosperity in the coming year.

 

Sincerely,

 

 

Michael N. Loukas

 

Investment Risks

 

Investing involves risk including possible loss of principal.

 

LRNZ - The TrueShares 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.

 

ECOZ - The TrueShares ESG Active Opportunities ETF is subject to the following risks : Environmental, Social, Governance Risk - Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and may cause the Fund to forgo some market opportunities available to funds that do not use ESG or sustainability criteria. ESG considerations may affect its exposure to certain sectors and/or types of investments, and may adversely impact the Fund’s performance depending on whether such sectors or investments are in or out of favor in the market.

 

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.

 

FLDZ - RiverNorth Volition America 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.

 

3

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2021 (Unaudited)

 

 

As a shareholder of a fund you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the 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, 2021 to December 31, 2021), except as noted in footnotes below.

 

ACTUAL EXPENSES

 

The following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the applicable line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

 

Beginning
Account
Value

Ending
Account
Value

Annualized
Expense
Ratios

Expenses
Paid
During the
Period

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,032.70

0.68%

$3.48(1)

TrueShares ESG Active Opportunities ETF

1,000.00

1,073.20

0.58

3.03(1)

TrueShares Low Volatility Equity Income ETF

1,000.00

1,048.00

0.65

3.36(1)

RiverNorth Volition America Patriot ETF

1,000.00

1,000.00

0.70

0.00(2)

 

(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).

 

(2)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 1/365 (to reflect the period since the Fund’s inception).

 

 

4

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2021 (Audited) (Continued)

 

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The following table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares with respect to the Funds. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

Beginning
Account
Value

Ending
Account
Value

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,021.78

0.68%

$3.47

TrueShares ESG Active Opportunities ETF

1,000.00

1,022.28

0.58

2.96

TrueShares Low Volatility Equity Income ETF

1,000.00

1,021.93

0.65

3.31

RiverNorth Volition America Patriot ETF

1,000.00

1,021.68

0.70

3.57(2)

 

(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).

 

(2)

For comparative purposes only as the Fund was not in operation for the full six-month period.

 

5

 

 

TrueShares ETFs

Performance Overviews

December 31, 2021 (Unaudited)

 

 

Hypothetical Growth of $10,000
(Since Commencement through 12/31/2021)

 

 

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 February 28, 2020.

 

 

1

The Fund has an inception date and commenced operations on January 27, 2021.

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Technology, AI & Deep Learning ETF —NAV

(0.90)%

41.19%

TrueShares Technology, AI & Deep Learning ETF —Market

(0.96)%

41.18%

NASDAQ Composite Total Return Index

22.18%

39.73%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares ESG Active Opportunities ETF – NAV

18.40%

32.06%

TrueShares ESG Active Opportunities ETF – Market

18.42%

32.08%

S&P 500 Total Return Index

28.71%

31.74%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Low Volatility Equity Income ETF —NAV

20.10%

TrueShares Low Volatility Equity Income ETF —Market

20.17%

S&P 500 Price Index

27.07%

 

6

 

 

TrueShares ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

 

Hypothetical Growth of $10,000
(Since Commencement through 12/31/2021)

 

 

1

The Fund has an inception date and commenced operations on December 31, 2021. The Fund has no historical performance.

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2021

Total Returns

Since
Commencement
1

RiverNorth Volition America Patriot ETF —NAV

—%

RiverNorth Volition America Patriot ETF —Market

—%

S&P 500 Total Return Index

—%

 

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 (closing 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.

 

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.

 

7

 

 

TrueShares Technology, AI & Deep Learning ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 94.6%

               

Biotechnology — 7.0%

               

Berkeley Lights, Inc. (a)

    23,058     $ 419,194  

Guardant Health, Inc. (a)

    11,939       1,194,139  

Relay Therapeutics, Inc. (a)

    32,710       1,004,524  
              2,617,857  

Computers — 21.0%

               

Crowdstrike Holdings, Inc. - Class A (a)

    12,241       2,506,345  

Varonis Systems, Inc. (a)

    31,785       1,550,472  

Zscaler, Inc. (a)

    12,049       3,871,705  
              7,928,522  

Internet — 9.6%

               

Amazon.com, Inc. (a)

    308       1,026,977  

Anaplan, Inc. (a)

    27,587       1,264,864  

Okta, Inc. (a)

    5,857       1,312,963  
              3,604,804  

Pharmaceuticals — 1.3%

               

AbCellera Biologics, Inc. (a)(b)

    34,339       491,048  
                 

Semiconductors — 14.4%

               

Advanced Micro Devices, Inc. (a)

    2,762       397,452  

NVIDIA Corp.

    9,897       2,910,806  

Xilinx, Inc.

    10,067       2,134,506  
              5,442,764  

Software — 41.3% (c)

               

Datadog, Inc. - Class A (a)

    17,359       3,091,812  

Elastic N.V. (a)(b)

    11,652       1,434,245  

ROBLOX Corp. - Class A (a)

    18,289       1,886,693  

Samsara, Inc. - Class A (a)

    45,718       1,285,133  

Schrodinger, Inc. (a)

    16,970       591,065  

SentinelOne, Inc. (a)

    29,248       1,476,732  

ServiceNow, Inc. (a)

    2,257       1,465,041  

Twilio, Inc. - Class A (a)

    5,808       1,529,479  

UiPath, Inc. (a)

    22,640       976,463  

Unity Software, Inc. (a)

    12,873       1,840,710  
              15,577,373  

TOTAL COMMON STOCKS (Cost $33,137,052)

            35,662,368  
                 

 

 

 

Shares

   

Value

 

MONEY MARKET FUNDS — 4.0%

               

First American Treasury Obligations Fund - Class X, 0.01% (d)

    1,513,951     $ 1,513,951  

TOTAL MONEY MARKET FUNDS (Cost $1,513,951)

            1,513,951  
                 

TOTAL INVESTMENTS (Cost $34,651,003) — 98.6%

            37,176,319  

Other assets and liabilities, net — 1.4%

            517,612  

TOTAL NET ASSETS — 100.0%

          $ 37,693,931  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

 

(d)

The rate shown is the seven-day yield at period end.

 

The accompanying notes are an integral part of the financial statements.

 

8

 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 95.7%

               

Apparel — 2.1%

               

NIKE, Inc. - Class B

    1,270     $ 211,671  
                 

Auto Manufacturers — 4.9%

               

Tesla, Inc. (a)

    478       505,141  
                 

Banks — 3.3%

               

JPMorgan Chase & Co.

    1,140       180,519  

Truist Financial Corp.

    2,793       163,530  
              344,049  

Beverages — 1.3%

               

PepsiCo, Inc.

    800       138,968  
                 

Biotechnology — 1.0%

               

Amgen, Inc.

    230       51,743  

Gilead Sciences, Inc.

    751       54,530  
              106,273  

Chemicals — 1.9%

               

International Flavors & Fragrances, Inc.

    1,330       200,365  
                 

Commercial Services — 5.6%

               

Block, Inc. (a)

    1,320       213,193  

Moody’s Corp.

    238       92,958  

PayPal Holdings, Inc. (a)

    705       132,949  

S&P Global, Inc.

    290       136,860  
              575,960  

Computers — 3.0%

               

Apple, Inc.

    1,727       306,663  
                 

Cosmetics & Personal Care — 0.7%

               

Colgate-Palmolive Co.

    890       75,953  
                 

Distribution & Wholesale — 2.5%

               

WW Grainger, Inc.

    495       256,529  
                 

 

 

 

Shares

   

Value

 

Diversified Financial Services — 5.3%

               

American Express Co.

    1,439     $ 235,421  

BlackRock, Inc.

    170       155,645  

Mastercard, Inc. - Class A

    450       161,694  
              552,760  

Electric — 0.9%

               

Eversource Energy

    1,040       94,619  
                 

Energy, Alternate Sources — 3.0%

               

Enphase Energy, Inc. (a)

    1,699       310,815  
                 

Food — 2.7%

               

Beyond Meat, Inc. (a)

    738       48,088  

Sysco Corp.

    2,986       234,550  
              282,638  

Healthcare Products — 3.6%

               

Abbott Laboratories

    1,591       223,917  

Thermo Fisher Scientific, Inc.

    219       146,126  
              370,043  

Healthcare Services — 1.7%

               

Teladoc Health, Inc. (a)

    432       39,666  

UnitedHealth Group, Inc.

    273       137,084  
              176,750  

Insurance — 1.6%

               

The Allstate Corp.

    1,392       163,769  
                 

Internet — 11.5%

               

Alphabet, Inc. - Class A (a)

    116       336,056  

Amazon.com, Inc. (a)

    64       213,398  

Booking Holdings, Inc. (a)

    68       163,148  

Netflix, Inc. (a)

    190       114,464  

Spotify Technology SA (a)(b)

    207       48,444  

Twitter, Inc. (a)

    3,583       154,857  

Uber Technologies, Inc. (a)

    3,803       159,460  
              1,189,827  

Machinery Diversified — 3.5%

               

Rockwell Automation, Inc.

    1,023       356,874  
                 

Media — 2.0%

               

The Walt Disney Co. (a)

    1,345       208,327  
                 

Miscellaneous Manufacturing — 1.4%

               

Illinois Tool Works, Inc.

    587       144,872  
                 

 

The accompanying notes are an integral part of the financial statements.

 

9

 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

 

Shares

   

Value

 

Pharmaceuticals — 4.3%

               

AbbVie, Inc.

    942     $ 127,547  

AmerisourceBergen Corp.

    1,367       181,660  

Cardinal Health, Inc.

    636       32,748  

Johnson & Johnson

    330       56,453  

Merck & Co., Inc.

    561       42,995  
              441,403  

Retail — 7.0%

               

Costco Wholesale Corp.

    433       245,813  

Starbucks Corp.

    1,580       184,813  

Target Corp.

    304       70,358  

The Home Depot, Inc.

    292       121,183  

Tractor Supply Co.

    420       100,212  
              722,379  

Semiconductors — 8.2%

               

Advanced Micro Devices, Inc. (a)

    1,175       169,083  

Lam Research Corp.

    242       174,034  

NVIDIA Corp.

    1,200       352,932  

QUALCOMM, Inc.

    820       149,953  
              846,002  

Software — 10.2%

               

Adobe, Inc. (a)

    303       171,819  

Electronic Arts, Inc.

    824       108,686  

Intuit, Inc.

    230       147,941  

Microsoft Corp.

    1,095       368,270  

MSCI, Inc.

    331       202,800  

Zoom Video Communications, Inc. - Class A (a)

    304       55,909  
              1,055,425  

Telecommunications — 1.0%

               

Verizon Communications, Inc.

    1,982       102,985  
                 

Transportation — 1.5%

               

Expeditors International of Washington, Inc.

    1,156       155,239  
                 

TOTAL COMMON STOCKS (Cost $6,751,691)

            9,896,299  
                 

 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 3.7%

               

AvalonBay Communities, Inc.

    701     $ 177,066  

Prologis, Inc.

    1,241       208,934  

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $253,031)

            386,000  
                 

MONEY MARKET FUNDS — 0.6%

               

First American Treasury Obligations Fund - Class X, 0.01% (c)

    64,363       64,363  

TOTAL MONEY MARKET FUNDS (Cost $64,363)

            64,363  
                 

TOTAL INVESTMENTS (Cost $7,069,085) — 100.0%

            10,346,662  

Other assets and liabilites, net — 0.0% (d)

            941  

TOTAL NET ASSETS — 100.0%

          $ 10,347,603  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

The rate shown is the seven-day yield at period end.

 

(d)

Amount is less than 0.05%.

 

The accompanying notes are an integral part of the financial statements.

 

10

 

 

TrueShares Low Volatility Equity Income ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 98.1%

               

Aerospace & Defense — 6.0%

               

Lockheed Martin Corp.

    3,928     $ 1,396,051  

Raytheon Technologies Corp.

    16,105       1,385,996  
              2,782,047  

Agriculture — 7.2%

               

Altria Group, Inc.

    34,296       1,625,287  

Philip Morris International, Inc.

    18,051       1,714,845  
              3,340,132  

Banks — 11.6%

               

JPMorgan Chase & Co.

    8,684       1,375,112  

The PNC Financial Services Group, Inc.

    6,748       1,353,109  

Truist Financial Corp.

    23,488       1,375,222  

U.S. Bancorp

    22,171       1,245,345  
              5,348,788  

Electric — 3.3%

               

Avangrid, Inc.

    30,356       1,514,157  
                 

Healthcare Services — 4.6%

               

UnitedHealth Group, Inc.

    4,252       2,135,099  
                 

Insurance — 3.2%

               

Aflac, Inc.

    25,728       1,502,258  
                 

Internet — 3.7%

               

NortonLifeLock, Inc.

    66,276       1,721,850  
                 

Oil & Gas — 12.3%

               

Chevron Corp.

    16,128       1,892,621  

Devon Energy Corp.

    46,060       2,028,943  

Exxon Mobil Corp.

    28,559       1,747,525  
              5,669,089  

 

 

 

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Pharmaceuticals — 10.6%

               

AbbVie, Inc.

    16,541     $ 2,239,651  

Pfizer, Inc.

    21,440       1,266,032  

Viatris, Inc.

    101,320       1,370,860  
              4,876,543  

Pipelines — 4.2%

               

Enbridge, Inc. (a)

    22,009       860,112  

Kinder Morgan, Inc.

    68,528       1,086,854  
              1,946,966  

Private Equity — 2.8%

               

Blackstone, Inc.

    10,027       1,297,394  
                 

Retail — 6.7%

               

Genuine Parts Co.

    11,097       1,555,800  

Walgreens Boots Alliance, Inc.

    29,420       1,534,547  
              3,090,347  

Savings & Loans — 2.9%

               

New York Community Bancorp, Inc.

    108,839       1,328,924  
                 

Telecommunications — 11.5%

               

AT&T, Inc.

    72,401       1,781,065  

Cisco Systems, Inc.

    28,738       1,821,127  

Verizon Communications, Inc.

    32,753       1,701,846  
              5,304,038  

Transportation — 7.5%

               

Union Pacific Corp.

    8,918       2,246,712  

United Parcel Service, Inc. - Class B

    5,727       1,227,525  
              3,474,237  

TOTAL COMMON STOCKS (Cost $42,400,852)

            45,331,869  
                 

TOTAL INVESTMENTS (Cost $42,400,852) — 98.1%

            45,331,869  

Other assets and liabilities, net — 1.9%

            893,412  

TOTAL NET ASSETS — 100.0%

          $ 46,225,281  

 

Percentages are stated as a percent of net assets.

 

(a)

Foreign issued security.

 

The accompanying notes are an integral part of the financial statements.

 

11

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

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COMMON STOCKS — 86.3%

               

Advertising — 0.4%

               

The Trade Desk, Inc. - Class A (a)

    50     $ 4,582  
                 

Agriculture — 0.4%

               

Altria Group, Inc.

    100       4,739  
                 

Airlines — 0.4%

               

Southwest Airlines Co. (a)

    112       4,798  
                 

Auto Manufacturers — 0.4%

               

TuSimple Holdings, Inc. - Class A (a)

    136       4,876  
                 

Banks — 6.6%

               

Bank OZK

    52       2,420  

BOK Financial Corp.

    22       2,321  

CIT Group, Inc.

    48       2,464  

Citizens Financial Group, Inc.

    50       2,363  

Comerica, Inc.

    28       2,436  

Commerce Bancshares, Inc.

    34       2,337  

Cullen/Frost Bankers, Inc.

    18       2,269  

East West Bancorp, Inc.

    30       2,360  

Fifth Third Bancorp

    54       2,352  

First Citizens BancShares, Inc.

    2       1,660  

First Financial Bankshares, Inc.

    46       2,339  

First Horizon Corp.

    146       2,384  

First Republic Bank

    12       2,478  

Glacier Bancorp, Inc.

    42       2,381  

Huntington Bancshares, Inc.

    154       2,375  

KeyCorp

    104       2,406  

M&T Bank Corp.

    16       2,457  

PacWest Bancorp

    52       2,349  

Pinnacle Financial Partners, Inc.

    26       2,483  

Prosperity Bancshares, Inc.

    34       2,458  

Regions Financial, Corp.

    110       2,398  

Signature Bank of New York

    8       2,588  

 

 

 

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Banks (continued)

SouthState Corp.

    30     $ 2,403  

SVB Financial Group (a)

    4       2,713  

Synovus Financial Corp.

    50       2,394  

The PNC Financial Services Group, Inc.

    12       2,406  

Truist Financial Corp.

    40       2,342  

UMB Financial Corp.

    22       2,334  

U.S. Bancorp

    42       2,359  

Valley National Bancorp

    174       2,393  

Webster Financial Corp.

    42       2,345  

Wells Fargo & Co.

    50       2,399  

Western Alliance Bancorp

    22       2,368  

Wintrust Financial Corp.

    26       2,361  

Zions Bancorp NA

    38       2,400  
              83,295  

Beverages — 0.8%

               

Constellation Brands, Inc. - Class A

    20       5,019  

The Boston Beer Co., Inc. - Class A

    10       5,051  
              10,070  

Biotechnology — 3.7%

               

Arena Pharmaceuticals, Inc. (a)

    52       4,833  

Arrowhead Pharmaceuticals, Inc. (a)

    70       4,641  

Beam Therapeutics, Inc. (a)

    58       4,622  

Denali Therapeutics, Inc. (a)

    106       4,727  

Fate Therapeutics, Inc. (a)

    80       4,681  

Moderna, Inc. (a)

    18       4,571  

Novavax, Inc. (a)

    30       4,292  

Seagen, Inc. (a)

    30       4,638  

United Therapeutics Corp. (a)

    22       4,754  

Vir Biotechnology, Inc. (a)

    118       4,941  
              46,700  

Building Materials — 3.0%

               

Builders FirstSource, Inc. (a)

    56       4,800  

Eagle Materials, Inc.

    28       4,661  

Martin Marietta Materials, Inc.

    10       4,405  

MDU Resources Group, Inc.

    154       4,749  

The AZEK Co., Inc. (a)

    104       4,809  

Trex Co., Inc. (a)

    36       4,861  

UFP Industries, Inc.

    52       4,785  

Vulcan Materials Co.

    22       4,567  
              37,637  

Commercial Services — 3.8%

               

ADT, Inc.

    570       4,794  

Affirm Holdings, Inc. (a)

    24       2,414  

AMERCO

    6       4,357  

AMN Healthcare Services, Inc. (a)

    40       4,893  

ASGN, Inc. (a)

    38       4,689  

Block, Inc. (a)

    14       2,261  

Booz Allen Hamilton Holding Corp.

    56       4,748  

 

The accompanying notes are an integral part of the financial statements.

 

12

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

 

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Commercial Services (continued)

Mister Car Wash, Inc. (a)

    260     $ 4,735  

Paylocity Holding Corp. (a)

    20       4,723  

R1 RCM, Inc. (a)

    188       4,792  

TriNet Group, Inc. (a)

    50       4,763  
              47,169  

Computers — 0.4%

               

CACI International, Inc. - Class A (a)

    18       4,846  
                 

Distribution & Wholesale — 0.7%

               

Core & Main, Inc. - Class A (a)

    154       4,672  

SiteOne Landscape Supply, Inc. (a)

    20       4,846  
              9,518  

Diversified Financial Services — 2.7%

               

Ally Financial, Inc.

    50       2,380  

Ameriprise Financial, Inc.

    8       2,413  

Apollo Global Management, Inc.

    32       2,318  

Cboe Global Markets, Inc.

    18       2,347  

Credit Acceptance Corp. (a)

    4       2,751  

Discover Financial Services

    20       2,311  

LPL Financial Holdings, Inc.

    14       2,241  

OneMain Holdings, Inc.

    48       2,402  

Santander Consumer USA Holdings, Inc.

    56       2,353  

SLM Corp.

    122       2,400  

Synchrony Financial

    52       2,412  

The Charles Schwab Corp.

    28       2,355  

T. Rowe Price Group, Inc.

    12       2,360  

Upstart Holdings, Inc. (a)

    16       2,421  
              33,464  

Electric — 10.3%

               

Alliant Energy Corp.

    78       4,795  

Ameren Corp.

    54       4,806  

American Electric Power Co., Inc.

    54       4,804  

Avangrid, Inc.

    94       4,689  

CenterPoint Energy, Inc.

    170       4,745  

CMS Energy Corp.

    74       4,814  

Consolidated Edison, Inc.

    56       4,778  

Dominion Energy, Inc.

    60       4,714  

DTE Energy Co.

    40       4,782  

Duke Energy Corp.

    46       4,825  

Edison International

    70       4,777  

Entergy Corp.

    42       4,731  

Evergy, Inc.

    70       4,803  

Eversource Energy

    52       4,731  

Exelon Corp.

    82       4,736  

FirstEnergy Corp.

    114       4,741  

IDACORP, Inc.

    42       4,759  

NextEra Energy, Inc.

    52       4,855  

NRG Energy, Inc.

    110       4,739  

 

 

 

 

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Electric (continued)

OGE Energy Corp.

    124     $ 4,759  

PG&E Corp. (a)

    394       4,783  

Pinnacle West Capital Corp.

    68       4,800  

Public Service Enterprise Group, Inc.

    72       4,805  

The Southern Co.

    70       4,801  

Vistra Corp.

    212       4,827  

WEC Energy Group, Inc.

    48       4,659  

Xcel Energy, Inc.

    70       4,739  
              128,797  

Energy, Alternate Sources — 0.4%

               

Sunrun, Inc. (a)

    140       4,802  
                 

Engineering & Construction — 1.2%

               

EMCOR Group, Inc.

    38       4,841  

MasTec, Inc. (a)

    52       4,799  

TopBuild Corp. (a)

    18       4,966  
              14,606  

Entertainment — 1.5%

               

Caesars Entertainment, Inc. (a)

    52       4,864  

Churchill Downs, Inc.

    20       4,818  

Penn National Gaming, Inc. (a)

    92       4,770  

SeaWorld Entertainment, Inc. (a)

    74       4,800  
              19,252  

Environmental Control — 0.7%

               

Republic Services, Inc.

    34       4,742  

Waste Management, Inc.

    28       4,673  
              9,415  

Food — 1.9%

               

Albertsons Cos., Inc. - Class A

    158       4,770  

Flowers Foods, Inc.

    174       4,780  

Performance Food Group Co. (a)

    104       4,773  

The Kroger Co.

    106       4,797  

US Foods Holding Corp. (a)

    136       4,737  
              23,857  

Gas — 1.1%

               

Atmos Energy Corp.

    46       4,819  

National Fuel Gas Co.

    74       4,732  

NiSource, Inc.

    172       4,749  
              14,300  

Healthcare Services — 5.6%

               

Acadia Healthcare Co., Inc. (a)

    80       4,856  

agilon health, Inc. (a)

    174       4,698  

Amedisys, Inc. (a)

    28       4,533  

Anthem, Inc.

    10       4,635  

Centene Corp. (a)

    56       4,615  

Chemed Corp.

    8       4,232  

DaVita, Inc. (a)

    42       4,778  

HCA Healthcare, Inc.

    18       4,625  

 

 

The accompanying notes are an integral part of the financial statements.

 

13

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

 

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Healthcare Services (continued)

Humana, Inc.

    10     $ 4,639  

Medpace Holdings, Inc. (a)

    22       4,788  

Molina Healthcare, Inc. (a)

    14       4,453  

Oak Street Health, Inc. (a)

    136       4,507  

Quest Diagnostics, Inc.

    28       4,844  

Tenet Healthcare Corp. (a)

    58       4,738  

UnitedHealth Group, Inc.

    10       5,021  
              69,962  

Home Builders — 1.5%

               

D.R. Horton, Inc.

    44       4,772  

Lennar Corp. - Class A

    42       4,879  

PulteGroup, Inc.

    84       4,801  

Toll Brothers, Inc.

    66       4,778  
              19,230  

Household Products & Wares — 0.4%

               

Reynolds Consumer Products, Inc.

    152       4,773  
                 

Insurance — 3.5%

               

American Financial Group, Inc.

    18       2,472  

Brown & Brown, Inc.

    34       2,389  

Cincinnati Financial Corp.

    22       2,506  

Equitable Holdings, Inc.

    72       2,361  

Erie Indemnity Co. - Class A

    12       2,312  

Fidelity National Financial, Inc.

    46       2,400  

First American Financial Corp.

    30       2,347  

Globe Life, Inc.

    26       2,437  

Kinsale Capital Group, Inc.

    10       2,379  

Lincoln National Corp.

    34       2,321  

Loews Corp.

    42       2,426  

Markel Corp. (a)

    2       2,468  

Old Republic International Corp.

    98       2,409  

RLI Corp.

    22       2,466  

The Allstate Corp.

    20       2,353  

The Hartford Financial Services Group, Inc.

    34       2,347  

The Progressive Corp.

    24       2,464  

Voya Financial, Inc.

    36       2,387  
              43,244  

Internet — 2.3%

               

Chewy, Inc. - Class A (a)

    80       4,717  

DoorDash, Inc. - Class A (a)

    32       4,765  

Lyft, Inc. - Class A (a)

    110       4,700  

Opendoor Technologies, Inc. (a)

    162       2,367  

Robinhood Markets, Inc. - Class A (a)

    132       2,344  

Roku, Inc. (a)

    20       4,564  

Zillow Group, Inc. - Class C (a)

    76       4,853  
              28,310  

Investment Companies — 0.6%

               

Ares Capital Corp.

    114       2,416  

 

 

 

 

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Investment Companies (continued)

FS KKR Capital Corp.

    114     $ 2,387  

Owl Rock Capital Corp.

    170       2,407  
              7,210  

Iron & Steel — 0.4%

               

Steel Dynamics, Inc.

    76       4,717  
                 

Leisure Time — 0.4%

               

Planet Fitness, Inc. - Class A

    52       4,710  
                 

Lodging — 0.8%

               

Boyd Gaming Corp. (a)

    72       4,721  

Hilton Grand Vacations, Inc. (a)

    92       4,794  
              9,515  

Media — 3.0%

               

Cable One, Inc.

    2       3,527  

Charter Communications, Inc. - Class A (a)

    8       5,216  

DISH Network Corp. - Class A (a)

    144       4,671  

Fox Corp. - Class A

    126       4,650  

Liberty Broadband Corp. - Class C (a)

    30       4,833  

Nexstar Media Group, Inc. - Class A

    32       4,831  

Sirius XM Holdings, Inc.

    740       4,699  

The New York Times Co. - Class A

    98       4,733  
              37,160  

Mining — 0.4%

               

MP Materials Corp. (a)

    106       4,815  
                 

Oil & Gas — 4.3%

               

Antero Resources Corp. (a)

    268       4,690  

Chesapeake Energy Corp.

    74       4,775  

Continental Resources, Inc.

    106       4,745  

Coterra Energy, Inc.

    244       4,636  

Devon Energy Corp.

    108       4,757  

Diamondback Energy, Inc.

    44       4,745  

EOG Resources, Inc.

    54       4,797  

EQT Corp. (a)

    216       4,711  

Marathon Petroleum Corp.

    74       4,735  

Pioneer Natural Resources Co.

    26       4,729  

Southwestern Energy Co. (a)

    990       4,613  

Texas Pacific Land Corp.

    2       2,498  
              54,431  

Packaging & Containers — 0.4%

               

Packaging Corp. of America

    36       4,901  
                 

Pharmaceuticals — 3.4%

               

AmerisourceBergen Corp.

    36       4,784  

Cardinal Health, Inc.

    92       4,737  

Cigna Corp.

    20       4,593  

CVS Health Corp.

    46       4,745  

 

 

The accompanying notes are an integral part of the financial statements.

 

14

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

 

Shares

   

Value

 

Pharmaceuticals (continued)

Intellia Therapeutics, Inc. (a)

    40     $ 4,730  

Neurocrine Biosciences, Inc. (a)

    56       4,769  

Option Care Health, Inc. (a)

    168       4,778  

Premier, Inc. - Class A

    116       4,776  

Sarepta Therapeutics, Inc. (a)

    52       4,682  
              42,594  

Pipelines — 1.5%

               

Kinder Morgan, Inc.

    300       4,758  

ONEOK, Inc.

    82       4,818  

Targa Resources Corp.

    92       4,806  

The Williams Cos., Inc.

    184       4,791  
              19,173  

Private Equity — 0.4%

               

Ares Management Corp. - Class A

    30       2,438  

Blackstone, Inc.

    18       2,329  
              4,767  

Real Estate — 0.2%

               

The Howard Hughes Corp. (a)

    24       2,443  
                 

Retail — 8.9%

               

AutoNation, Inc. (a)

    42       4,908  

BJ’s Wholesale Club Holdings, Inc. (a)

    72       4,822  

Burlington Stores, Inc. (a)

    16       4,664  

CarMax, Inc. (a)

    38       4,949  

Carvana Co. (a)

    20       4,636  

Casey’s General Stores, Inc.

    24       4,736  

Chipotle Mexican Grill, Inc. (a)

    2       3,497  

Darden Restaurants, Inc.

    32       4,820  

Dick’s Sporting Goods, Inc.

    42       4,829  

Dollar General Corp.

    20       4,717  

Five Below, Inc. (a)

    24       4,965  

Floor & Decor Holdings, Inc. - Class A (a)

    36       4,680  

Kohl’s Corp.

    94       4,643  

Lithia Motors, Inc.

    16       4,751  

Macy’s, Inc.

    178       4,660  

Murphy USA, Inc.

    24       4,782  

O’Reilly Automotive, Inc. (a)

    6       4,237  

RH (a)

    8       4,287  

Ross Stores, Inc.

    42       4,800  

Target Corp.

    20       4,629  

Texas Roadhouse, Inc.

    52       4,643  

Tractor Supply Co.

    20       4,772  

Ulta Beauty, Inc. (a)

    12       4,948  

Wingstop, Inc.

    26       4,493  
              111,868  

Savings & Loans — 0.8%

               

New York Community Bancorp, Inc.

    196       2,393  

People’s United Financial, Inc.

    136       2,423  

Sterling Bancorp

    92       2,373  

 

 

 

 

Shares

   

Value

 

Savings & Loans (continued)

TFS Financial Corp.

    134     $ 2,395  
              9,584  

Shipbuilding — 0.4%

               

Huntington Ingalls Industries, Inc.

    26       4,855  
                 

Software — 2.9%

               

Bill.com Holdings, Inc. (a)

    18       4,485  

Change Healthcare, Inc. (a)

    222       4,746  

DoubleVerify Holdings, Inc. (a)

    142       4,726  

Intuit, Inc.

    8       5,146  

Jack Henry & Associates, Inc.

    14       2,338  

Paychex, Inc.

    34       4,641  

Paycom Software, Inc. (a)

    12       4,982  

Paycor HCM, Inc. (a)

    162       4,667  
              35,731  

Telecommunications — 0.7%

               

Frontier Communications Parent, Inc. (a)

    158       4,660  

Verizon Communications, Inc.

    92       4,780  
              9,440  

Transportation — 2.7%

               

CSX Corp.

    128       4,813  

JB Hunt Transport Services, Inc.

    24       4,906  

Knight-Swift Transportation Holdings, Inc.

    78       4,753  

Landstar System, Inc.

    26       4,655  

Norfolk Southern Corp.

    16       4,763  

Old Dominion Freight Line, Inc.

    14       5,017  

Saia, Inc. (a)

    14       4,718  
              33,625  

Water — 0.4%

               

Essential Utilities, Inc.

    88       4,725  

TOTAL COMMON STOCKS (Cost $1,078,506)

            1,078,506  
                 

PARTNERSHIPS — 3.5%

               

Investment Companies — 0.4%

               

Icahn Enterprises LP

    96       4,761  
                 

Pipelines — 3.1%

               

Cheniere Energy Partners LP

    112       4,731  

DCP Midstream LP

    178       4,891  

Energy Transfer LP

    582       4,790  

Enterprise Products Partners LP

    220       4,831  

Magellan Midstream Partners LP

    106       4,923  

MPLX LP

    164       4,853  

Phillips 66 Partners LP

    132       4,761  

Western Midstream Partners LP

    222       4,944  
              38,724  

TOTAL PARTNERSHIPS (Cost $43,485)

            43,485  
                 

 

 

The accompanying notes are an integral part of the financial statements.

 

15

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 9.9%

               

AGNC Investment Corp.

    158     $ 2,376  

Agree Realty Corp.

    34       2,426  

Alexandria Real Estate Equities, Inc.

    10       2,230  

American Campus Communities, Inc.

    42       2,406  

American Homes 4 Rent - Class A

    54       2,355  

Apartment Income REIT Corp.

    44       2,405  

AvalonBay Communities, Inc.

    10       2,526  

Blackstone Mortgage Trust, Inc. - Class A

    78       2,388  

Boston Properties, Inc.

    20       2,304  

Brixmor Property Group, Inc.

    94       2,389  

Camden Property Trust

    14       2,502  

Cousins Properties, Inc.

    60       2,417  

Crown Castle International Corp.

    12       2,505  

CubeSmart

    42       2,390  

CyrusOne, Inc.

    26       2,333  

Douglas Emmett, Inc.

    70       2,345  

Duke Realty Corp.

    36       2,363  

EastGroup Properties, Inc.

    10       2,279  

Equity LifeStyle Properties, Inc.

    28       2,454  

Equity Residential

    26       2,353  

Essex Property Trust, Inc.

    6       2,113  

Extra Space Storage, Inc.

    10       2,267  

Federal Realty Investment Trust

    18       2,454  

First Industrial Realty Trust, Inc.

    36       2,383  

Gaming and Leisure Properties, Inc.

    50       2,433  

Healthcare Trust of America, Inc. - Class A

    70       2,337  

Healthpeak Properties, Inc.

    66       2,382  

Host Hotels & Resorts, Inc. (a)

    136       2,365  

Innovative Industrial Properties, Inc.

    10       2,629  

 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS (continued)

Invitation Homes, Inc.

    52     $ 2,358  

Kilroy Realty Corp.

    36       2,393  

Kimco Realty Corp.

    98       2,416  

Lamar Advertising Co. - Class A

    20       2,426  

Life Storage, Inc.

    16       2,451  

MGM Growth Properties LLC - Class A

    58       2,369  

Mid-America Apartment Communities, Inc.

    10       2,294  

National Retail Properties, Inc.

    50       2,404  

New Residential Investment Corp.

    222       2,378  

PS Business Parks, Inc.

    12       2,210  

Public Storage

    6       2,247  

Realty Income Corp.

    34       2,434  

Regency Centers Corp.

    32       2,411  

Rexford Industrial Realty, Inc.

    30       2,433  

Ryman Hospitality Properties, Inc. (a)

    26       2,391  

Simon Property Group, Inc.

    14       2,237  

Spirit Realty Capital, Inc.

    50       2,409  

STAG Industrial, Inc.

    50       2,398  

STORE Capital Corp.

    68       2,339  

Terreno Realty Corp.

    28       2,388  

UDR, Inc.

    40       2,400  

VICI Properties, Inc.

    80       2,409  

Vornado Realty Trust

    56       2,344  

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $123,648)

            123,648  
                 

TOTAL INVESTMENTS (Cost $1,245,639) — 99.7%

            1,245,639  

Other assets and liabilities, net — 0.3%

            4,361  

TOTAL NET ASSETS — 100.0%

          $ 1,250,000  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

The accompanying notes are an integral part of the financial statements.

 

16

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2021

 

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition
America
Patriot ETF

 

Assets

                               

Investments, at value (cost $34,651,003, $7,069,085, $42,400,852, and $1,245,639 respectively)

  $ 37,176,319     $ 10,346,662     $ 45,331,869     $ 1,245,639  

Dividends and interest receivable

    19       5,989       101,793        

Receivable for Fund shares sold

    9,460,350                   1,250,000  

Receivable for investment securities sold

                1,292,915        

Total assets

    46,636,688       10,352,651       46,726,577       2,495,639  
                                 

Liabilities

                               

Payable to Adviser

    17,658       5,048       25,114        

Payable for investment securities purchased

    8,925,099                   1,245,639  

Due to Custodian

                476,182        

Total liabilities

    8,942,757       5,048       501,296       1,245,639  

Net Assets

  $ 37,693,931     $ 10,347,603     $ 46,225,281     $ 1,250,000  
                                 

Net Assets Consists of:

                               

Paid-in capital

  $ 35,798,616     $ 7,076,244     $ 43,551,301     $ 1,250,000  

Total distributable earnings

    1,895,315       3,271,359       2,673,980        

Net Assets

  $ 37,693,931     $ 10,347,603     $ 46,225,281     $ 1,250,000  
                                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    800,000       250,000       1,600,000       50,000  

Net Asset Value, redemption price and offering price per share

  $ 47.12     $ 41.39       28.89     $ 25.00  

 

 

The accompanying notes are an integral part of the financial statements.

 

18

 

 

TrueShares ETFs

Statements of Operations

For the Year or Period Ended December 31, 2021

 

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF
(1)

   

RiverNorth
Volition
America
Patriot ETF
(2)

 

Investment Income

                               

Dividend income (net of witholding taxes and issuance fees of $—, $—, $27,749 and $—, respectively)

  $ 3,997     $ 95,530     $ 1,138,919     $  

Interest income

    138       23       74        

Total investment income

    4,135       95,553       1,138,993        
                                 

Expenses

                               

Investment advisory fees

    199,185       55,230       198,541        

Total expenses

    199,185       55,230       198,541        

Net investment income (loss)

    (195,050 )     40,323       940,452        
                                 

Realized and Unrealized Gain (Loss) on Investments and Foreign Currency

                               

Net realized gain on investments

    2,175,206       103,780       412,287        

Net change in unrealized appreciation/depreciation on:

                               

Investments

    (3,572,155 )     1,445,350       2,930,825          

Foreign currency

                96        

Net change in unrealized appreciation/depreciation on investments and foreign currency translation

    (3,572,155 )     1,445,350       2,930,921        

Net realized and unrealized gain (loss) on investments and foreign currency

    (1,396,949 )     1,549,130       3,343,208        

Net increase (decrease) in net assets from operations

  $ (1,591,999 )   $ 1,589,453     $ 4,283,660     $  

 

(1)

The Fund commenced operations on January 27, 2021.

 

(2)

The Fund commenced operations on December 31, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

19

 

 

TrueShares ETFs

Statements of Changes in Net Assets

 

 

   

TrueShares Technology, AI
& Deep Learning ETF

   

TrueShares ESG Active
Opportunities ETF

 
   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

 

From Operations

                               

Net investment income (loss)

  $ (195,050 )   $ (52,407 )   $ 40,323     $ 26,525  

Net realized gain (loss) on investments

    2,175,206       168,341       103,780       (183,545 )

Net change in unrealized appreciation/depreciataion on investments

    (3,572,155 )     6,097,471       1,445,350       1,832,227  

Net increase (decrease) in net assets resulting from operations

    (1,591,999 )     6,213,405       1,589,453       1,675,207  
                                 

From Distributions

                               

Distributable earnings

    (37,530 )           (41,282 )     (26,525 )

Return of capital

                      (678 )

Total distributions

    (37,530 )           (41,282 )     (27,203 )
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    19,803,940       23,714,745       1,779,840       5,904,520  

Cost of shares redeemed

    (7,854,945 )     (2,553,685 )           (532,932 )

Net increase in net assets resulting from capital share transactions

    11,948,995       21,161,060       1,779,840       5,371,588  
                                 

Total Increase in Net Assets

    10,319,466       27,374,465       3,328,011       7,019,592  
                                 

Net Assets

                               

Beginning of period

    27,374,465             7,019,592        

End of period

  $ 37,693,931     $ 27,374,465     $ 10,347,603     $ 7,019,592  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    575,000             200,000        

Shares sold

    400,000       675,000       50,000       225,000  

Shares redeemed

    (175,000 )     (100,000 )           (25,000 )

Shares outstanding, end of period

    800,000       575,000       250,000       200,000  

 

(1)

The Fund commenced operations on February 28, 2020.

 

The accompanying notes are an integral part of the financial statements.

 

20

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition
America
Patriot ETF

 
   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2021
(2)

 

From Operations

               

Net investment income

  $ 940,452     $  

Net realized gain on investments

    412,287        

Net change in unrealized appreciation/depreciation on investments and foreign currency

    2,930,921        

Net increase in net assets resulting from operations

    4,283,660        
                 

From Distributions

               

Distributable earnings

    (1,612,854 )      

Total distributions

    (1,612,854 )      
                 

From Capital Share Transactions

               

Proceeds from shares sold

    43,554,475       1,250,000  

Cost of shares redeemed

           

Net increase in net assets resulting from capital share transactions

    43,554,475       1,250,000  
                 

Total Increase in Net Assets

    46,225,281       1,250,000  
                 

Net Assets

               

Beginning of period

           

End of period

  $ 46,225,281     $ 1,250,000  
                 

Changes in Shares Outstanding

               

Shares outstanding, beginning of period

           

Shares sold

    1,600,000       50,000  

Shares redeemed

           

Shares outstanding, end of period

    1,600,000       50,000  

 

(1)

The Fund commenced operations on January 27, 2021.

 

(2)

The Fund commenced operations on December 31, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

21

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period

 

 

   Per Share Operating Performance
(For a share outstanding throughout each period)
 
       Income from Investment Operations   Less Distributions Paid From 
   Net Asset Value, Beginning of Period  

Net investment income (loss)(1)

   Net realized and unrealized gain
(loss) on investments
   Total from investment operations   Net investment income   Return of capital   Net realized gains   Total distributions paid 
TrueShares Technology, AI & Deep Learning ETF                   
For the year 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 ESG Active Opportunities ETF       
For the year 01/01/2021 - 12/31/2021  $35.10    0.16    6.29    6.45    (0.16)           (0.16)
For the period 02/28/2020(7) - 12/31/2020  $25.00    0.17    10.07    10.24    (0.14)   (0.00)(8)       (0.14)
TrueShares Low Volatility Equity Income ETF     
For the period 01/27/2021(7) - 12/31/2021  $25.00    0.81    4.19    5.00    (0.69)       (0.42)   (1.11)
RiverNorth Volition America Patriot ETF                    
For the period 12/31/2021(7) - 12/31/2021 $25.00                             

 

(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.

 

(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.

 

The accompanying notes are an integral part of the financial statements.

 

22

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

Per Share Operating Performance (For a share outstanding throughout each period)   Ratios/Supplemental Data 
               

Ratios to Average Net Assets of: (2)

     
Net Asset Value, End of Period  

Total return, at NAV(3)(4)

  

Total return, at Market(3)(4)

   Net assets, end of period (000’s)   Expenses   Net investment income (loss)  

Portfolio turnover rate(4)(5)

 
                                 
$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%
                                 
$41.39    18.40%   18.42%  $10,348    0.58%   0.42%   14%
$35.10    40.94%   40.93%  $7,020    0.58%   0.70%   29%
                                 
$28.89    20.10%(6)   20.17%(6)  $46,225    0.65%   3.08%   55%
                                 
$25.00    —%    —%   $1,250    0.70%   —%    —% 

 

The accompanying notes are an integral part of the financial statements.

 

23

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021

 

 

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, 2021, the TrueShares ETFs consist of sixteen active series, four of which are covered in this report (each a “Fund,” and collectively, the “Funds”).

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Technology, AI & Deep Learning ETF (“AI ETF”)

LRNZ

Non-diversified

February 28, 2020

TrueShares ESG Active Opportunities ETF (“ESG ETF”)

ECOZ

Diversified

February 28, 2020

TrueShares Low Volatility Equity Income ETF (“DIVZ ETF”)

DIVZ

Non-diversified

January 27, 2021

RiverNorth Volition America Patriot ETF (“FLDZ ETF”)

FLDZ

Non-diversified

December 31, 2021

 

The operational TrueShares ETFs covered outside of this report consists of:

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Structured Outcome (July) ETF (“JULZ ETF”)

JULZ

Non-diversified

July 1, 2020

TrueShares Structured Outcome (August) ETF (“AUGZ ETF”)

AUGZ

Non-diversified

August 3, 2020

TrueShares Structured Outcome (September) ETF (“SEPZ ETF”)

SEPZ

Non-diversified

September 1, 2020

TrueShares Structured Outcome (October) ETF (“OCTZ ETF”)

OCTZ

Non-diversified

October 1, 2020

TrueShares Structured Outcome (November) ETF (“NOVZ ETF”)

NOVZ

Non-diversified

November 2, 2020

TrueShares Structured Outcome (December) ETF (“DECZ ETF”)

DECZ

Non-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.

ESG ETF

Seeks to achieve its total return investment objective by investing in common stock of environmental, social and governance (“ESG”) 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.

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 deliver true impact investing.

 

Costs incurred by the DIVZ ETF and FLDZ ETF 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.

 

24

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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.

 

If market quotations are not readily available, or if it is determined that a quotation of a security does not represent fair value, then the security is valued at fair value as determined in good faith by the Adviser using procedures adopted by the Board of Trustees of the Trust (the “Board”). The circumstances in which a security may be fair valued include, among others: the occurrence of events that are significant to a particular issuer, such as mergers, restructurings or defaults; the occurrence of events that are significant to an entire market, such as natural disasters in a particular region or government actions; trading restrictions on securities; thinly traded securities; and market events such as trading halts and early market closings. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. Fair valuation could result in a different NAV than a NAV determined by using market quotations. Such valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy described below.

 

Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.

 

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.

 

25

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

 

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.

 

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.

 

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. 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, 2021, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Technology, AI & Deep Learning ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 35,662,368     $     $     $ 35,662,368  

Money Market Funds

    1,513,951                   1,513,951  

Total Investments - Assets

  $ 37,176,319     $     $     $ 37,176,319  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares ESG Active Opportunities ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 9,896,299     $     $     $ 9,896,299  

Real Estate Investment Trusts

    386,000                   386,000  

Money Market Funds

    64,363                   64,363  

Total Investments - Assets

  $ 10,346,662     $     $     $ 10,346,662  

 

* See the Schedule of Investments for industry classifications.

 

26

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Low Volatility Equity Income ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 45,331,869     $     $     $ 45,331,869  

Total Investments - Assets

  $ 45,331,869     $     $     $ 45,331,869  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Volition America Patriot ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 1,078,506     $     $     $ 1,078,506  

Partnerships*

    43,485                   43,485  

Real Estate Investment Trusts

    123,648                   123,648  

Total Investments - Assets

  $ 1,245,639     $     $     $ 1,245,639  

 

* See the Schedule of Investments for industry classifications.

 

Security Transactions

 

Investment transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification basis.

 

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.

 

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.

 

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, ESG ETF and FLDZ 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 intends 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

 

27

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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, 2021, the Funds’ fiscal period end, the Funds had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of December 31, 2021, the Funds’ fiscal period 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.

 

The Funds recognized no interest or penalties related to uncertain tax benefits in the 2021 fiscal period. At December 31, 2021, the Funds’ fiscal period 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, the Adviser expects the risk of loss to be remote.

 

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

 

Investment Advisory Agreement

 

The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the 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 0.68%, 0.58%, 0.65% and 0.70% of the AI ETF’s, ESG ETF’s, DIVZ ETF’s, and FLDZ ETF’s average daily net assets, respectively. 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 are calculated as follows: the total Adviser’s fees received by the Adviser from the AI ETF during a fiscal period, less

 

28

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the AI 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.

 

Purview Investments, LLC (the “ESG ETF Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the ESG ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the ESG ETF Sub-Adviser, the ESG 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 ESG 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 are calculated as follows: the total Adviser’s fees received by the Adviser from the ESG ETF during a fiscal period, less the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the ESG 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.

 

Titleist Asset Management, Ltd. (the “DIVZ ETF Sub-Adviser”), a Texas 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 based on the net profits of the fund and calculated as follows: 75% Titleist profit percentage and 25% TrueMark profit percentage on net daily average AUM less than $75 million, 65% Titleist profit percentage and 35% TrueMark profit percentage on net daily average AUM greater than $75 million but less than $150 million, and 50% Titleist profit percentage and 50% TrueMark profit percentage on net daily average AUM greater than $150 million.

 

RiverNorth Capital Management, LLC (the “FLDZ Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the FLDZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the FLDZ ETF Sub-Adviser, the FLDZ ETF 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 FLDZ Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly at an annual rate based on the Fund assets under management of the FLDZ ETF which is 0.58% on average daily assets. The Sub-Adviser will donate a majority of its sub-advisory fee 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 (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.

 

29

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

A Trustee and all officers of the Trust are affiliated with the Administrator and Custodian.

 

4. CREATION AND REDEMPTION TRANSACTIONS

 

Shares of the AI ETF, ESG ETF, DIVZ ETF and FLDZ ETF are listed and traded on the NYSE Arca, 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 each Fund for each creation order is $250.

 

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.

 

30

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

5. FEDERAL INCOME TAX

 

The tax character of distributions paid was as follows:

 

   

Period Ended December 31, 2021

   

Period Ended December 31, 2020

 
   

Ordinary
Income
(1)

   

Long-Term
Capital Gain

   

Ordinary
Income
(1)

   

Return of
Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $ 37,530     $     $     $  

TrueShares ESG Active Opportunities ETF

    40,352       930       26,525       678  

TrueShares Low Volatility Equity Income ETF

    1,612,854                    

RiverNorth Volition America Patriot ETF

                       

 

(1)

Ordinary income includes short-term capital gains.

 

At December 31, 2021, the Funds’ fiscal 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:

 

   

TrueShares
Technology, AI &
Deep Learning ETF

   

TrueShares
ESG Active
Opportunities ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition America
Patriot ETF

 

Federal Tax Cost of Investments

  $ 34,952,654     $ 7,075,302     $ 42,431,804     $ 1,245,639  

Gross Tax Unrealized Appreciation

  $ 6,538,180     $ 3,511,638     $ 3,951,326     $  

Gross Tax Unrealized Depreciation

    (4,314,515 )     (240,279 )     (1,051,357 )      

Net Tax Unrealized Appreciation (Depreciation)

    2,223,665       3,271,359       2,899,969        

Other Accumulated Gain (Loss)

    (328,350 )           (225,989 )      

Total Distributable Earnings / (Accumulated Losses)

  $ 1,895,315     $ 3,271,359     $ 2,673,980     $  

 

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 31 as well as certain specified ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Funds’ carryforward losses and post-October losses are determined only at the end of each fiscal year. During the fiscal year ended December 31, 2021, ECOZ utilized short-term capital losses of $101,642. At December 31, 2021, the Funds’ fiscal period end, the Funds had carryforward losses and post-October losses which will be carried forward indefinitely to offset future realized capital gains as follows:

 

   

Indefinite Short-
Term Capital
Loss Carryover

   

Late-Year
Losses

   

Post-October
Losses

 

TrueShares Technology, AI & Deep Learning ETF

  $ 328,350     $     $  

TrueShares ESG Active Opportunities ETF

                 

TrueShares Low Volatility Equity Income ETF

          199       225,790  

RiverNorth Volition America Patriot ETF

                 

 

31

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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 and write-off of net operating losses. For the fiscal period ended December 31, 2021, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities.

 

   

Total
Distributable
Earnings
(Accumulated
Losses)

   

Paid-in Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $ (2,606,760 )   $ 2,606,760  

TrueShares ESG Active Opportunities ETF

    28       (28 )

TrueShares Low Volatility Equity Income ETF

    3,174       (3,174 )

RiverNorth Volition America Patriot ETF

           

 

6. INVESTMENT TRANSACTIONS

 

During the fiscal period ended December 31, 2021, 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

  $ 2,990,811     $ (187,115 )

TrueShares ESG Active Opportunities ETF

           

TrueShares Low Volatility Equity Income ETF

           

RiverNorth Volition America Patriot ETF

           

 

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the fiscal period ended December 31, 2021, were as follows:

 

   

Purchases

   

Sales

   

Creations
In-Kind

   

Redemptions
In-Kind

 

TrueShares Technology, AI & Deep Learning ETF

  $ 6,378,222     $ 3,955,671     $ 16,256,146     $ 7,495,714  

TrueShares ESG Active Opportunities ETF

    1,395,193       1,333,047       1,746,757        

TrueShares Low Volatility Equity Income ETF

    17,520,603       17,822,465       42,342,911        

RiverNorth Volition America Patriot ETF

                1,245,639        

 

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.

 

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities

 

32

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.

 

A complete description of principal risks is included in the prospectus under the heading “Principal Investment Risks.”

 

8. SUBSEQUENT EVENTS

 

Management has evaluated the Funds’ related events and transactions that occurred subsequent to December 31, 2021, through the date of issuance of the Funds’ financial statements. Management has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

33

 

 

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, of TrueShares Technology, AI & Deep Learning ETF, TrueShares ESG Active Opportunities ETF, TrueShares Low Volatility Equity Income ETF, and RiverNorth Volition America Patriot ETF (“TrueShares ETFs” or the “Funds”), each a series of Listed Funds Trust, as of December 31, 2021, 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, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statement(s) of
Changes in Net Assets

Financial Highlights

TrueShares Technology, AI & Deep Learning ETF and TrueShares ESG Active Opportunities ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from February 28, 2020 (commencement of operations) through December 31, 2020

TrueShares Low Volatility Equity Income ETF

For the period from January 27, 2021 (commencement of operations) through December 31, 2021

RiverNorth Volition America Patriot ETF

For the one day ended December 31, 2021 (commencement of operations)

 

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.

 

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, 2021, 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
March 1, 2022

 

34

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited)

 

 

Each Fund’s 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 and Year of Birth

Position Held with the Trust

Term of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Independent Trustees

         

John L. Jacobs
Year of birth: 1959

Trustee and Audit Committee Chair

Indefinite term; since 2017

Chairman of Alerian, Inc. (since June 2018); Executive Director of Center for Financial Markets and Policy (since 2016); Founder and CEO of Q3 Advisors, LLC (financial consulting firm) (since 2015); Distinguished Policy Fellow and Executive Director, Center for Financial Markets and Policy, Georgetown University (since 2015); Senior Advisor, Nasdaq OMX Group (2015–2016); Executive Vice President, Nasdaq OMX Group (2013–2015).

45

Director, tZERO Group, Inc. (since 2020); Independent Trustee, Procure ETF Trust II (since 2018) (1 portfolio); Horizons ETF Trust I (2015-2019).

Koji Felton
Year of birth: 1961

Trustee

Indefinite term; since 2019

Counsel, Kohlberg Kravis Roberts & Co. L.P. (investment firm) (2013–2015); Counsel, Dechert LLP (law firm) (2011–2013).

45

Independent Trustee, Series Portfolios Trust (since 2015) (8 portfolios).

Pamela H. Conroy

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).

45

Independent Trustee, Frontier Funds, Inc. (since 2020) (7 portfolios).

Interested Trustee

 

       

Paul R. Fearday, CPA Year of birth: 1979

Trustee and Chairman

Indefinite term; since 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2008).

45

None.

 

35

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited) (Continued)

 

 

Name and Year of Birth

Position(s)
Held with
the Trust

Term of Office
and Length of
Time Served

Principal Occupation(s) During Past 5 Years

Officers

     

Gregory Bakken

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

Year of birth: 1980

Treasurer and Principal Financial Officer

Indefinite term, September 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2005).

Kacie M. Gronstal

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).

Kent Barnes

Year of birth: 1968

Secretary

Indefinite term, February 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2018); Chief Compliance Officer, Rafferty Asset Management, LLC (2016 to 2018); Vice President, U.S. Bancorp Fund Services, LLC (2007 to 2016).

Alia Vasquez

Year of birth: 1980

Assistant Secretary

Indefinite term, June 2021 (Resigned, effective January 26, 2022)

Vice President, U.S. Bancorp Fund Services, LLC (since 2017, and 2015 to 2016); Corporate Counsel, Johnson Outdoors (2017); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2010 to 2015); Secretary, Series Portfolios Trust (2015 to 2017).

Steve Jensen

Year of birth: 1957

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term, February 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2011).

 

 

36

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited)

 

 

At a meeting held on December 9, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of Listed Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Trustees”), considered the approval of the continuation of the following agreements (collectively, the “Agreements”):

 

 

an Investment Advisory Agreement (“Advisory Agreement”) between TrueMark Investments LLC (the “Adviser”) and the Trust, on behalf of the TrueShares Technology, AI & Deep Learning ETF and TrueShares ESG Active Opportunities ETF (each, a “Fund” and together, the “Funds”);

 

 

an Investment Sub-Advisory Agreement (“Black Hill Agreement”) between the Adviser, the Trust, on behalf of the TrueShares Technology, AI & Deep Learning ETF (“LRNZ”), and Black Hill Capital Partners, LLC (“Black Hill Capital” or “Sub-Adviser”); and

 

 

an Investment Sub-Advisory Agreement (“Purview Agreement”) between the Adviser, the Trust, on behalf of the TrueShares ESG Active Opportunities ETF (“ECOZ”), and Purview Investments, LLC (“Purview Investments” or “Sub-Adviser”).

 

Pursuant to Section 15 of the 1940 Act and related exemptive relief, to continue after their initial two-year term, the Agreements must be approved annually: (i) by the vote of the Board or by a vote of the shareholders of a Fund and (ii) by the vote of a majority of the Independent Trustees cast at a meeting called for the purpose of voting on such approval. Each year, the Board calls and holds a meeting to decide whether to renew the Agreements for an additional one-year term. In preparation for the meeting, the Board requests and reviews a wide variety of information from the Adviser and Sub-Advisers. The Board uses this information, as well as other information that the Adviser, Sub-Advisers, and other service providers may submit to the Board at the meeting and over the course of the prior year, to help evaluate the Adviser and Sub-Advisers’ fees and other aspects of the Agreements and decide whether to renew the Agreements for an additional year. In addition, rules under the 1940 Act require an investment company to disclose in its shareholder reports the material factors and the conclusions with respect thereto that formed the basis for the Board’s approval of an investment advisory agreement.

 

As discussed in further detail below, prior to and at the Meeting, the Board was presented with information to help it evaluate the Adviser and Sub-Advisers’ fees and other aspects of the Agreements. In addition to the written materials provided to the Board, representatives from the Adviser and Sub-Advisers provided an oral overview of each Fund’s strategy, the services provided to each Fund by the Adviser and Sub-Advisers, and additional information about the Adviser and Sub-Advisers’ personnel and operations. During the Meeting, the Board discussed the materials it received, including memoranda from legal counsel to the Trust on the responsibilities of the Trustees in considering the approval of the Agreements under the 1940 Act, considered the written materials that it received before the Meeting and the oral presentations, and deliberated on the approval of the Agreements in light of this information. Throughout the process, the Trustees were afforded the opportunity to ask questions of, and request additional materials from, the Adviser and Sub-Advisers. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the advisory and sub-advisory arrangements and the Trustees’ responsibilities relating thereto. The consideration of the continuation of the Agreements was conducted by both the full Board and the Independent Trustees, who also voted separately.

 

At the Meeting, the Board and 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-Advisers 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-Advisers from the relationship with each Fund; (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 its respective Fund shareholders; (vi) any benefits derived by the Adviser and Sub-Advisers from the relationship with each Fund, including any fall-out benefits enjoyed by the Adviser and Sub-Advisers; and (vii) other factors the Board deemed relevant. The Board deliberated on the renewal of the Agreements in light of the written materials that it received before the Meeting, information it received at the Meeting, and information it had received at prior board meetings. In its deliberations, the Board considered

 

37

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

 

the factors and reached the conclusions described below relating to the advisory and sub-advisory arrangements and the renewal of the Agreements. In its deliberations, the Board did not identify any single piece of information that was paramount or controlling and the individual Trustees may have attributed different weights to various factors.

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Agreement, noting that the Adviser would continue to provide investment management services to the Funds. 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 reports from the Trust’s Chief Compliance Officer (“CCO”). The Board also considered its previous experience with the Adviser providing investment management services to the Funds, as well as other series of the Trust. The Board noted that it had received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions which included, among other things, 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 other services currently provided by the Adviser to the Funds, such as monitoring adherence to each Fund’s investment restrictions, overseeing the activities of the Funds’ investment sub-advisers, monitoring compliance with various policies and procedures and with applicable securities regulations, and monitoring the extent to which each Fund achieved its investment objective as an actively-managed fund. The Board further considered the oral information provided by the Adviser with respect to the impact of the COVID-19 pandemic on the Adviser’s 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 period ended September 30, 2021.

 

TrueMark Technology, AI & Deep Learning ETF: The Board noted that, for the one-year period, the Fund underperformed the Nasdaq Composite Total Return Index (the “Benchmark”), before fees and expenses, and outperformed the Benchmark for the since inception period. The Board further noted that, for the one-year period, the Fund underperformed the median for funds in the universe of Technology ETFs as reported by Morningstar (the “Category Peer Group”).

 

TrueShares ESG Active Opportunities ETF: The Board noted that, for the one-year period, the Fund underperformed the S&P 500 Index (the “Benchmark”), before fees and expenses, and outperformed the Benchmark for the since inception period. The Board further noted that, for the one-year period, the Fund outperformed the median for funds in the universe of Large Growth ETFs as reported by Morningstar (the “Category Peer Group”).

 

The Board also considered the Fund’s performance relative to its competitors identified by the Adviser which are actively managed small cap equity funds (the “Selected Peer Group”). The Board noted the Fund outperformed the Selected Peer Group for the one-year period.

 

Cost of Services Provided and Profitability. The Board reviewed the expense ratio for each of the Funds and compared each Fund’s expense ratio to its respective Category Peer Group and Selected Peer Group as follows:

 

TrueMark Technology, AI & Deep Learning ETF: The Board noted that the expense ratio for the Fund, which consists entirely of the “unified fee” described below, was lower than the median of its Category Peer Group. The Board also considered the Fund’s expense ratio relative to its competitors identified by the Adviser (the “Selected Peer Group”). The Board further noted that the Fund’s expense ratio was within the range of expense ratios for the Selected Peer Group.

 

TrueMark ESG Active Opportunities ETF: The Board noted that the expense ratio for the Fund, which consists entirely of the “unified fee” described below, was in-line with the median of its Category Peer Group. The Board also considered the Fund’s expense ratio relative to its competitors identified by the Adviser (the “Selected Peer Group”). The Board further noted that the Fund’s expense ratio was significantly higher than the expense ratios for the Selected Peer Group.

 

38

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

 

With respect to each Fund, the Board took into consideration that the Adviser charges a “unified fee,” meaning each Fund pays no expenses other than its advisory fee or certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses, and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser continued to be responsible for compensating the Trust’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 each Fund, taking into account analyses of the Adviser’s profitability with respect to each Fund.

 

Economies of Scale. The Board expressed the view that it currently appeared that the Adviser might realize economies of scale in managing the Funds as assets grow in size. The Board further determined that, based on the amount and structure of each Fund’s unitary fee, such economies of scale would be shared with each Fund’s respective shareholders, although the Board intends to monitor fees as each Fund grows in size and assess whether fee breakpoints may be warranted.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the 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 Agreement, including the compensation payable under the agreement, was fair and reasonable to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Agreement was in the best interests of each Fund and its respective shareholders.

 

Approval of the Sub-Advisory Agreement with the Black Hill Capital Partners, LLC

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to LRNZ under the Black Hill Agreement, noting that Black Hill Capital would continue to provide investment management services to LRNZ. The Board noted the responsibilities that Black Hill Capital has as LRNZ’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of LRNZ 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 LRNZ’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 LRNZ.

 

In considering the nature, extent, and quality of the services provided by Black Hill Capital, the Board considered past and current reports of the Trust’s CCO with respect to Black Hill Capital’s compliance program. The Board also considered Black Hill Capital’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds and separately managed accounts for which it would be sub-advising. The Board further considered information provided by Black Hill Capital with respect to the impact of the COVID-19 pandemic on its operations.

 

Historical Performance. The Board noted that it had received information regarding LRNZ’s performance for various time periods in the Materials and primarily considered LRNZ’s performance for periods ended September 30, 2021.

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to Black Hill Capital for its services to LRNZ. The Board considered that the fees paid to Black Hill Capital are paid by the Adviser and noted that the fee reflected an arm’s-length negotiation between the Adviser and Black Hill Capital. The Board also took into account analyses of Black Hill Capital’s profitability with respect to LRNZ.

 

The Board expressed the view that Black Hill Capital might realize economies of scale in managing LRNZ as assets grow in size. The Board further noted that because LRNZ pays the Adviser a unified fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than LRNZ’s shareholders. Consequently, the Board determined that it would monitor fees as LRNZ grows to determine whether economies of scale were being effectively shared with LRNZ and its shareholders.

 

39

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Black Hill 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 Black Hill Agreement, including the compensation payable under the agreement, was fair and reasonable to LRNZ. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Black Hill Agreement was in the best interests of LRNZ and its shareholders.

 

Approval of the Sub-Advisory Agreement with the Purview Investments, LLC

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to ECOZ under the Purview Agreement, noting that Purview Investments would continue to provide investment management services to ECOZ. The Board noted the responsibilities that Purview Investments has as ECOZ’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of ECOZ 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 ECOZ’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 ECOZ.

 

In considering the nature, extent, and quality of the services provided by Purview Investments, the Board considered past and current reports of the Trust’s CCO with respect to Purview Investments’ compliance program. The Board also considered Purview Investments’ resources and capacity with respect to portfolio management, compliance, and operations given the number of funds and separately managed accounts for which it would be sub-advising. The Board further considered information provided by Purview Investments with respect to the impact of the COVID-19 pandemic on its operations.

 

Historical Performance. The Board noted that it had received information regarding ECOZ’s performance for various time periods in the Materials and primarily considered ECOZ’s performance for periods ended September 30, 2021.

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to Purview Investments for its services to ECOZ. The Board considered that the fees paid to Purview Investments are paid by the Adviser and noted that the fee reflected an arm’s-length negotiation between the Adviser and Purview Investments. The Board also took into account analyses of Purview Investments’ profitability with respect to ECOZ.

 

The Board expressed the view that Purview Investments might realize economies of scale in managing ECOZ as assets grow in size. The Board further noted that because ECOZ pays the Adviser a unified fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than ECOZ’s shareholders. Consequently, the Board determined that it would monitor fees as ECOZ grows to determine whether economies of scale were being effectively shared with ECOZ and its shareholders.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Purview 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 Purview Agreement, including the compensation payable under the agreement, was fair and reasonable to ECOZ. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Purview Agreement was in the best interests of ECOZ and its shareholders.

 

40

 

 

RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited)

 

 

At a meeting held on December 9, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of Listed Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Trustees”), considered the approval of an advisory agreement (the “Advisory Agreement”) between TrueMark Investments, LLC (the “Adviser”) and the Trust, on behalf of RiverNorth Volition America Patriot ETF (the “Fund”), and a sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”) between the Adviser, the Trust, and RiverNorth Capital Management, LLC (the “Sub-Adviser”) with respect to the Fund.

 

Pursuant to Section 15 of the 1940 Act and related exemptive relief, the Agreements must be approved by: (i) the vote of the Trustees or a vote of the shareholders of the Fund; and (ii) the vote of a majority of the Independent Trustees, cast at a meeting called for the purpose of voting on such approval. In connection with its consideration of such approval, the Board must request and evaluate, and the Adviser and Sub-Adviser are required to furnish, such information as may be reasonably necessary to evaluate the terms of the Agreements. In addition, rules under the 1940 Act require an investment company to disclose in its shareholder reports the material factors and the conclusions with respect thereto that formed the basis for the Board’s approval of an investment advisory agreement.

 

Consistent with those responsibilities, prior to the Meeting, the Board reviewed written materials from the Adviser and Sub-Adviser and, during the Meeting, representatives from the Adviser presented additional oral and written information to assist the Board with its evaluation of the Agreements. Among other things, representatives from the Adviser provided an overview of its advisory business, including information on investment personnel, financial resources, experience, investment processes, and compliance program. The representatives discussed the services to be provided by the Adviser and Sub-Adviser, as well as the rationale for launching the Fund, the Fund’s proposed fees, and the operational aspects of the Fund. During the Meeting, the Board discussed the materials it received, including memoranda from legal counsel to the Trust on the responsibilities of the Trustees in considering the approval of the Agreements under the 1940 Act, considered the written materials that it received before the Meeting and the oral presentation, and deliberated on the approval of the Agreements in light of this information. Throughout the process, the Trustees were 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 proposed advisory and sub-advisory arrangements and the Trustees’ responsibilities relating thereto. The consideration of the Agreements was conducted by both the full Board and the Independent Trustees, who also voted separately.

 

At the Meeting, the Board and the Independent Trustees evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services to be provided by the Adviser and Sub-Adviser to the Fund; (ii) Fund expenses and performance; (iii) the cost of the services to be provided and profits to be realized by the Adviser and Sub-Adviser from its relationship with the Trust and the Fund; (iv) comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (v) the extent to which economies of scale would be realized as the Fund grows and whether the overall advisory fee for the Fund would enable investors to share in the benefits of economies of scale; (vi) any benefits to be derived by the Adviser or Sub-Adviser from the relationship with the Trust and the Fund, including any fall-out benefits enjoyed by the Adviser or Sub-Adviser; and (vii) other factors the Board deemed relevant. In its deliberations, the Board did not identify any single piece of information that was paramount or controlling and the individual Trustees may have attributed different weights to various factors.

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing, among other things, a continuous investment program for the Fund, including arranging for, or implementing, the purchase and sale of portfolio securities, the provision of related services such as portfolio management compliance services, and the preparation and filing of certain reports on behalf of the Trust. The Trustees reviewed the extensive responsibilities that the Adviser will have as investment adviser to the Fund, including the oversight of the activities and operations of the Sub-Adviser and other service providers, oversight of general fund compliance with federal and state laws, and the implementation of Board directives as they relate to the Fund. In considering the nature, extent, and quality of the services to be provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and past and current reports from the Trust’s Chief Compliance Officer (“CCO”) regarding his review of the Adviser’s compliance program, as well as the Board’s experience with the Adviser as the investment adviser to other series of the Trust.

 

41

 

 

RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

 

The Board noted that it had received a copy of the Adviser’s Form ADV, as well as the responses of the Adviser to a detailed series of questions that included, among other things, information about the Adviser’s decision making process, details about the Fund, and information about the services to be provided by the Adviser. The Board also considered the Adviser’s operational capabilities and resources and its experience in managing investment portfolios. The Board concluded that, within the context of its full deliberations, it was satisfied with the nature, extent, and quality of the services to be provided to the Fund by the Adviser.

 

Fund Expenses and Performance. Because the Fund had not yet commenced operations, the Board noted that there were no historical performance records to consider. The Board was presented with information about the Fund’s investment strategies and expected break-even expense analyses. The Board then reviewed the proposed expense ratio for the Fund and compared it to the universe of Large Growth ETFs, as reported by Morningstar (the “Category Peer Group”) and its most direct competitors as identified by the Adviser (the “Selected Peer Group”). The Board noted that the proposed expense ratio for the Fund was significantly higher than the median for the Category Peer Group, but was within the range of expense ratios for the Category Peer Group. The Board further noted that the Fund’s proposed expense ratio was within the range of expense ratios for the Selected Peer Group. Based on its review, the Board concluded that the investment advisory fee and expense ratios appeared to be competitive and are otherwise reasonable in light of the information provided.

 

Cost of Services to be Provided and Profitability. The Board considered the cost of the services to be provided by the Adviser, the proposed advisory and sub-advisory fees, and the estimated profitability projected by the Adviser, including the methodology underlying such projection. The Board took into consideration that the advisory fee for the Fund was a “unified fee,” meaning the Fund would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser would be responsible for compensating the Trust’s other service providers, including the Sub-Adviser, and paying the Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s anticipated profitability with respect to the Fund and the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were not a significant factor given that the Fund had not yet commenced operations and consequently, the future size of the Fund and the Adviser’s future profitability were generally unpredictable.

 

Economies of Scale. The Board expressed the view that the Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board noted, however, that any economies would, to some degree, be shared with the Fund shareholders through the Fund’s unitary fee structure. In the event there were to be significant asset growth in the Fund, the Board determined to reassess whether the advisory fee appropriately took into account any economies of scale that had been realized as a result of that growth.

 

Conclusion. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.

 

Approval of the Sub-Advisory Agreement with the Sub-Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Board considered the scope of services to be provided to the Fund under the Sub-Advisory Agreement, noting that the Sub-Adviser would provide investment management services to the Fund. The Board noted the responsibilities that the Sub-Adviser would have as the Fund’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of the Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with relevant law; responsibility for daily monitoring of portfolio exposures and quarterly reporting to the Board; proxy voting with respect to securities held by the Fund; and implementation of Board directives as they relate to the Fund.

 

42

 

 

RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered reports of the Trust’s CCO with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to other Investment Company Act of 1940 regulated investment vehicles. The Trustees further noted that they had received and reviewed the Materials with regard to the Sub-Adviser, including its Form ADV and its responses to a detailed series of questions that included, among other things, information about the Sub-Adviser’s decision making process, details about the Fund, and information about the services to be provided by the Sub-Adviser. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations. The Board also considered, among other things, the professional experience and qualifications of the senior management and key professional personnel of the Sub-Adviser, including those individuals responsible for portfolio management. The Board concluded that, within the context of its full deliberations, it was satisfied with the nature, extent, and quality of the services to be provided to the Fund by the Sub-Adviser.

 

Fund Expenses and Performance. Because the Fund had not yet commenced operations, the Board noted that there were no historical performance records to consider. The Board was presented with information about the Fund’s investment strategies and expected break-even expense analyses. The Board also reviewed information regarding the Fund’s proposed advisory and sub-advisory fees, including advisory fees and total expense ratios of those funds that might be considered peers of the Fund. Based on its review, the Board concluded that the sub-advisory fee and expense ratios appeared to be competitive and are otherwise reasonable in light of the information provided.

 

Costs of Services to be Provided and Profitability. The Board considered the cost of the services to be provided by the Adviser, the proposed advisory and sub-advisory fees, and the estimated profitability projected by the Adviser and Sub-Adviser, including the methodology underlying such projection. The Board considered the fees to be paid to the Sub-Adviser would be paid by the Adviser from the fee the Adviser received from the Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined the sub-advisory fee reflected an appropriate allocation of the advisory fee paid to the Adviser given the work performed by each firm. The Board also evaluated the compensation and benefits expected to be received by the Sub-Adviser from its relationship with the Fund, taking into account an analysis of the Sub-Adviser’s estimated profitability with respect to the Fund.

 

Economies of Scale. The Board expressed the view that it currently appeared that the Sub-Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board determined that it would monitor fees as the Fund’s assets grow to determine whether economies of scale were being effectively shared with the Fund and its shareholders.

 

Conclusion. 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 agreement, was fair and reasonable to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Sub-Advisory Agreement for an initial two-year term was in the best interests of the Fund and its shareholders.

 

43

 

 

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 period ended December 31, 2021, 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

10.34%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

71.66%

RiverNorth Volition America Patriot ETF

0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal period ended December 31, 2021, was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

10.34%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

62.00%

RiverNorth Volition America Patriot ETF

0.00%

 

The percent of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the fiscal period ended December 31, 2021, was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

100.00%

TrueShares ESG Active Opportunities ETF

0.00%

TrueShares Low Volatility Equity Income ETF

41.50%

RiverNorth Volition America Patriot ETF

0.00%

 

44

 

 

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.

 

45

 

 

Investment Adviser:

 

TrueMark Investments, LLC
433 W. Van Buren St., 1150-E
Chicago, IL 60607

 

Investment Sub-Advisers:

 

Black Hill Capital Partners, LLC
101 California St.
San Francisco, CA 94111

 

Purview Investments, LLC
208 East 51st St.
New York, NY 10022

 

Titleist Asset Management, Ltd.
777 East Sonterra Boulevard, Suite 330
San Antonio, Texas 78258

 

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.

 

 

 

 

 

 

 

 

TrueShares Structured Outcome ETFs

 

TrueShares Structured Outcome (July) ETF (JULZ)
TrueShares Structured Outcome (August) ETF
(AUGZ)
TrueShares Structured Outcome (September) ETF
(SEPZ)
TrueShares Structured Outcome (October) ETF
(OCTZ)
TrueShares Structured Outcome (November) ETF (NOVZ)
TrueShares Structured Outcome (December) ETF
(DECZ)
TrueShares Structured Outcome (January) ETF (JANZ)
TrueShares Structured Outcome (February) ETF
(FEBZ)
TrueShares Structured Outcome (March) ETF
(MARZ)
TrueShares Structured Outcome (April) ETF
(APRZ)
TrueShares Structured Outcome (May) ETF
(MAYZ)
TrueShares Structured Outcome (June) ETF
(JUNZ)

 

 

 

ANNUAL REPORT

 

December 31, 2021

 

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 Structured Outcome ETFs

Table of Contents

 

 

 

   

Shareholder Letter (Unaudited)

2

Shareholder Expense Example (Unaudited)

4

Performance Overviews (Unaudited)

6

Schedules of Investments and Written Options

11

Statements of Assets and Liabilities

23

Statements of Operations

26

Statements of Changes in Net Assets

29

Financial Highlights

34

Notes to Financial Statements

38

Report of Independent Registered Public Accounting Firm

54

Board of Trustees and Officers (Unaudited)

56

Supplemental Information (Unaudited)

58

Privacy Policy (Unaudited)

59

 

 

1

 

 

 

TrueShares Structured Outcome ETFs

Shareholder Letter

December 31, 2021 (Unaudited)

 

 

Dear Shareholder,

 

The year 2021 repeated many of the same themes as 2020 given the continued pandemic backdrop. Equities continued to have healthy returns for most of 2021, growth stocks outperformed value, and while the S&P 500 Index had a few bouts of volatility to tend with, it finished with an impressive 26.89% return. The TrueShares Structured Outcome monthly series rounded out all 12 ETF launches, and commenced the one year anniversary for all 2020 launches. TrueShares Structured Outcome ETFs continue to attract investors looking for volatility management and drawdown protection via the buffers, all while maintaining equity upside participation.

 

Performance Comparison:

 

The following table details the total returns as of December 31, 2021 since inception for the Funds and the Funds’ volatility against the S&P 500 Price Index for the same period:

 

FUND

 

INCEPTION(1)

   

FUND TOTAL
RETURN
(@ MARKET)

   

FUND TOTAL
RETURN
(@NAV)

   

S&P 500
PRICE INDEX
RETURN

   

FUND
VOLATILITY
(ANNUALIZED)

   

S&P 500
VOLATILITY
(ANNUALIZED)

 

JULZ

    06/30/2020       20.66 %     20.56 %     26.89 %     10.38 %     13.10 %

AUGZ

    07/31/2020       20.74 %     20.83 %     26.89 %     10.21 %     13.10 %

SEPZ

    08/31/2020       21.83 %     21.47 %     26.89 %     10.47 %     13.10 %

OCTZ

    09/30/2020       20.49 %     20.37 %     26.89 %     10.49 %     13.10 %

NOVZ

    10/30/2020       21.46 %     21.40 %     26.89 %     10.55 %     13.10 %

DECZ

    11/30/2020       20.15 %     20.17 %     26.89 %     10.14 %     13.10 %

JANZ

    12/31/2020       21.66 %     21.65 %     26.89 %     11.00 %     13.10 %

FEBZ

    01/29/2021       20.56 %     20.58 %     28.32 %     9.54 %     12.17 %

MARZ

    02/26/2021       17.14 %     17.24 %     25.06 %     9.39 %     11.42 %

APRZ

    03/31/2021       13.49 %     13.59 %     19.97 %     7.89 %     10.50 %

MAYZ

    04/30/2021       10.17 %     10.39 %     13.99 %     7.72 %     10.08 %

JUNZ

    05/28/2021       9.96 %     10.13 %     13.37 %     6.97 %     9.31 %

 

(1)

Inception date may not agree to commencement date.

 

By design, the TrueShares structured outcome series seeks to deliver a more “predictable” return given the performance of the S&P 500 Index over a one-year period from its inception or “initialization date” by buffering the first 10% of losses. The protection is generated while participating as much as possible, given market conditions, in the market upside, or “participation” rate over a one-year period. In the interim of course, the performance is less defined and subject to market conditions.

 

All ETF series delivered a return and volatility within an acceptable range given the market conditions experienced. The use of derivatives, implicit in the structures, delivered on their expectations as implied volatility levels changed throughout the course of 2021. As one can see, all series are positively correlated to the S&P 500 Index performance over the period, and this is to be expected in the majority of market conditions. Hence, the direction of the S&P 500 Index will be the largest contributor to the performance of all series.

 

The second largest contributing factor has been the level of volatility, and more specifically the relationship between the Implied Volatility in the put options the strategy has sold and the call options the strategy has purchased. This factor and relationship dictates the participation ratio which subsequently determines the “upside capture” of the series. The actual volatility profile of each series is lower than the benchmark (S&P 500 Index) - this is intentional and expected in the majority of environments as the structure is designed to deliver this feature - and 2021 exemplified this dynamic. The design of the structures has met our

 

2

 

 

TrueShares Structured Outcome ETFs

Shareholder Letter

December 31, 2021 (Unaudited) (Continued)

 

 

expectations, and as the TrueShares’ subadvisor we continue to have confidence in the structural design of the strategy and its ability to deliver a consistent “Structured Outcome”, while striving to simultaneously deliver superior risk-adjusted returns as compared with other like funds or ETFs.

 

Broadly speaking, the series will lag the S&P 500 Index performance in an up market, as our “participation ratio” will be less than 1.0, but on a risk-adjusted basis, the structure has outperformed over the time frame. There have not been any significant factors that have surprisingly contributed positively or negatively to the performance realized during 2021. We have a keen focus on managing flows as the funds continually grow to adhere to a consistent tracking error through time to deliver upon the “structured outcome” philosophy that TrueShares has brought to market.

 

On behalf of SpiderRock Advisors, thank you for your trust and confidence,

 

Sincerely,

 

Eric Metz
President & Chief Investment Officer

 

Investment Sub-adviser

 

SpiderRock Advisors, LLC

 

Additional Information:

 

Performance data quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed or sold in the secondary market, may be worth more or less than the original cost. Investors will incur usual and customary brokerage commissions when buying or selling shares of the exchange-traded funds (“ETFs”) in the secondary market, and that, if reflected, the brokerage commissions would reduce the performance returns. Current performance may be lower or higher than the performance shown. Shares are bought and sold at market price not net asset value (“NAV”) and are not individually redeemable from the fund. Call 877-774-TRUE (8783) for performance data current to the most recent month end.

 

Index performance does not represent TrueShares fund performance. It is not possible to invest directly in an index. All performance figures assume reinvestment of dividend and capital gains at net asset value; actual returns may differ. Performance 1-year and less are cumulative; performance over 1-year are average annualized total returns. Market price performance is determined using the bid/ask midpoint at 4:00pm Eastern time, when the NAV is typically calculated. NAV price performance is determined using the daily calculated NAV. They do not represent the returns you would receive if you traded shares at other times. Performance figures do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon redemption or sale of fund shares.

 

The TrueShares Structured Outcome ETF Series utilizes a “buffer protect” options strategy, that seeks to provide investors with returns (before fees and expenses) that track those of the S&P 500 Index while seeking to provide an 8-12% downside buffer (with the advisor targeting 10%) on the first of that index’s losses over a 12-month investment period.**

 

**

In the event an investor purchases Shares after the date on which the options were entered into or sells Shares prior to the expiration of the options, the buffer that the Fund seeks to provide may not be available and there may be limited to no upside potential. The Fund does not provide principal protection and an investor may experience significant losses on its investment, including the loss of its entire investment.

 

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.

 

3

 

 

TrueShares Structured Outcome ETFs

Shareholder Expense Example

(Unaudited)

 

 

As a shareholder of a fund you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the 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, 2021 to December 31, 2021).

 

ACTUAL EXPENSES

 

The following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the applicable line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

 

Beginning
Account
Value
(07/01/2021)

Ending
Account
Value
(12/31/2021)

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Structured Outcome (July) ETF

$ 1,000.00

$ 1,081.10

0.79%

$4.14

TrueShares Structured Outcome (August) ETF

1,000.00

1,084.80

0.80

4.20

TrueShares Structured Outcome (September) ETF

1,000.00

1,089.90

0.79

4.16

TrueShares Structured Outcome (October) ETF

1,000.00

1,080.20

0.80

4.19

TrueShares Structured Outcome (November) ETF

1,000.00

1,086.50

0.79

4.15

TrueShares Structured Outcome (December) ETF

1,000.00

1,079.00

0.80

4.19

TrueShares Structured Outcome (January) ETF

1,000.00

1,081.20

0.79

4.14

TrueShares Structured Outcome (February) ETF

1,000.00

1,087.70

0.79

4.16

TrueShares Structured Outcome (March) ETF

1,000.00

1,084.70

0.79

4.15

TrueShares Structured Outcome (April) ETF

1,000.00

1,080.10

0.79

4.14

TrueShares Structured Outcome (May) ETF

1,000.00

1,081.00

0.79

4.14

TrueShares Structured Outcome (June) ETF

1,000.00

1,081.60

0.79

4.14

 

(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).

 

 

4

 

 

TrueShares Structured Outcome ETFs

Shareholder Expense Example

(Unaudited) (Continued)

 

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The following table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares with respect to the Funds. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

Beginning
Account
Value
(07/01/2021)

Ending
Account
Value
(12/31/2021)

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Structured Outcome (July) ETF

$ 1,000.00

$ 1,021.22

0.79%

$4.02

TrueShares Structured Outcome (August) ETF

1,000.00

1,021.17

0.80

4.08

TrueShares Structured Outcome (September) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (October) ETF

1,000.00

1,021.17

0.80

4.08

TrueShares Structured Outcome (November) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (December) ETF

1,000.00

1,021.17

0.80

4.08

TrueShares Structured Outcome (January) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (February) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (March) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (April) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (May) ETF

1,000.00

1,021.22

0.79

4.02

TrueShares Structured Outcome (June) ETF

1,000.00

1,021.22

0.79

4.02

 

(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 Structured Outcome ETFs

Performance Overviews

December 31, 2021 (Unaudited)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2021)

 

 

1

The Fund has an inception date of June 30, 2020 and commenced operations on July 1, 2020.

 

 

1

The Fund has an inception date of July 31, 2020 and commenced operations on August 3, 2020.

 

 

1

The Fund has an inception date of August 31, 2020 and commenced operations on September 1, 2020.

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (July) ETF – NAV

20.56%

25.56%

TrueShares Structured Outcome (July) ETF – Market

20.66%

25.44%

S&P 500 Price Index

26.89%

33.10%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (August) ETF – NAV

20.83%

23.43%

TrueShares Structured Outcome (August) ETF – Market

20.74%

23.16%

S&P 500 Price Index

26.89%

30.37%

 

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (September) ETF – NAV

21.47%

21.29%

TrueShares Structured Outcome (September) ETF – Market

21.83%

21.19%

S&P 500 Price Index

26.89%

26.03%

 

6

 

 

TrueShares Structured Outcome ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2021)

 

 

1

The Fund has an inception date of September 30, 2020 and commenced operations on October 1, 2020.

 

 

1

The Fund has an inception date of October 30, 2020 and commenced operations on November 2, 2020.

 

 

1

The Fund has an inception date of November 30, 2020 and commenced operations on December 1, 2020.

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (October) ETF – NAV

20.37%

24.08%

TrueShares Structured Outcome (October) ETF – Market

20.49%

23.93%

S&P 500 Price Index

26.89%

32.12%

 

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (November) ETF – NAV

21.40%

28.55%

TrueShares Structured Outcome (November) ETF – Market

21.46%

28.45%

S&P 500 Price Index

26.89%

38.00%

 

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Structured Outcome (December) ETF – NAV

20.17%

20.36%

TrueShares Structured Outcome (December) ETF – Market

20.15%

20.32%

S&P 500 Price Index

26.89%

28.80%

 

7

 

 

TrueShares Structured Outcome ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2021)

 

 

1

The Fund has an inception date of December 31, 2020 and commenced operations on January 4, 2021.

 

 

1

The Fund has an inception date of January 29, 2021 and commenced operations on February 1, 2021.

 

 

1

The Fund has an inception date of February 26, 2021 and commenced operations on March 1, 2021.

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (January) ETF – NAV

21.65%

TrueShares Structured Outcome (January) ETF – Market

21.66%

S&P 500 Price Index

26.89%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (February) ETF – NAV

20.58%

TrueShares Structured Outcome (February) ETF – Market

20.56%

S&P 500 Price Index

28.32%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (March) ETF – NAV

17.24%

TrueShares Structured Outcome (March) ETF – Market

17.14%

S&P 500 Price Index

25.06%

 

8

 

 

TrueShares Structured Outcome ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2021)

 

 

1

The Fund has an inception date of March 31, 2021 and commenced operations on April 1, 2021.

 

 

1

The Fund has an inception date of April 30, 2021 and commenced operations on May 3, 2021.

 

 

1

The Fund has an inception date of May 28, 2021 and commenced operations on June 1, 2021.

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (April) ETF – NAV

13.59%

TrueShares Structured Outcome (April) ETF – Market

13.49%

S&P 500 Price Index

19.97%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (May) ETF – NAV

10.39%

TrueShares Structured Outcome (May) ETF – Market

10.17%

S&P 500 Price Index

13.99%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Structured Outcome (June) ETF – NAV

10.13%

TrueShares Structured Outcome (June) ETF – Market

9.96%

S&P 500 Price Index

13.37%

 

9

 

 

TrueShares Structured Outcome ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

 

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 (closing 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 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.

 

10

 

 

TrueShares Structured Outcome (July) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 92.2%

               

U.S. Treasury Bills — 92.2%

                       

0.28%, 12/01/2022 (b)(c)

    13,831,000     $ 13,795,413          

TOTAL SHORT-TERM INVESTMENTS (Cost $13,805,336)

            13,795,413          

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 9.3%

               

PURCHASED CALL OPTIONS — 9.3%

               

CBOE SPDR S&P 500 ETF Trust

                       

Expiration: June 2022, Exercise Price: $430

    246     $ 1,386,999     $ 11,684,016  

TOTAL PURCHASED OPTIONS (Cost $701,912)

            1,386,999          
                         

Total Investments (Cost $14,507,248) — 101.5%

            15,182,412          

Other assets and liabilities, net — (1.5)%

            (219,593 )        

TOTAL NET ASSETS — 100.0%

          $ 14,962,819          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (1.7)%

               

WRITTEN PUT OPTIONS — (1.7)%

               

CBOE SPDR S&P 500 ETF Trust

                       

Expiration: June 2022, Exercise Price: $387

    357     $ 249,401     $ 16,956,072  

TOTAL WRITTEN OPTIONS (Premiums Received $673,867)

          $ 249,401          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

11

 

 

TrueShares Structured Outcome (August) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares /
Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 93.6%

               

Money Market Funds — 0.1%

                       

First American Treasury Obligations Fund - Class X, 0.01% (a)

    11,839     $ 11,839          

Total Money Market Funds (Cost $11,839)

            11,839          
                         

U.S. Treasury Bills — 93.5%

                       

0.02%, 1/27/2022 (c)(d)

    17,342,000       17,341,740          

Total U.S. Treasury Bills (Cost $17,341,724)

            17,341,740          

TOTAL SHORT-TERM INVESTMENTS (Cost $17,353,563)

            17,353,579          

 

 

 

Number of
Contracts
(b)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 8.6%

               

PURCHASED CALL OPTIONS — 8.6%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: July 2022 Exercise Price: $438

    301     $ 1,590,677     $ 14,296,296  

TOTAL PURCHASED OPTIONS (Cost $930,482)

            1,590,677          
                         

TOTAL INVESTMENTS (Cost $18,284,045) — 102.2%

            18,944,256          

Other assets and liabilities, net — (2.2)%

            (407,904 )        

TOTAL NET ASSETS — 100.0%

          $ 18,536,352          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Each contract has a multiplier of 100.

 

(c)

The rate shown is the effective yield as of December 31, 2021.

 

(d)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (2.1)%

               

WRITTEN PUT OPTIONS — (2.1)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: July 2022, Exercise Price: $394

    440     $ 396,934     $ 20,898,240  

TOTAL WRITTEN OPTIONS (Premiums Received $877,178)

          $ 396,934          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

12

 

 

TrueShares Structured Outcome (September) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 95.8%

               

U.S. Treasury Bills — 95.8%

                       

0.04%, 03/03/2022 (b)(c)

    24,768,000     $ 24,766,275          

TOTAL SHORT-TERM INVESTMENTS (Cost $24,766,793)

            24,766,275          

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 7.2%

               

PURCHASED CALL OPTIONS — 7.2%

               

CBOE SPDR S&P 500 ETF Trust

                       

Expiration: August 31, 2022, Exercise Price: $452

    419     $ 1,867,572     $ 19,900,824  

TOTAL PURCHASED OPTIONS (Cost $1,280,468)

            1,867,572          
                         

TOTAL INVESTMENTS (Cost $26,047,261) — 103.0%

            26,633,847          

Other assets and liabilities, net — (3.0)%

            (772,567 )        

TOTAL NET ASSETS — 100.0%

          $ 25,861,280          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (3.0)%

               

WRITTEN PUT OPTIONS — (3.0)%

               

CBOE SPDR S&P 500 ETF Trust

                       

Expiration: August 31, 2022, Exercise Price: $407

    609     $ 772,394     $ 28,925,064  

TOTAL WRITTEN OPTIONS (Premiums Received $1,293,861)

          $ 772,394          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

13

 

 

TrueShares Structured Outcome (October) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares /
Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 93.0%

               

Money Market Funds — 0.7%

                       

First American Treasury Obligations Fund - Class X, 0.01% (a)

    57,731     $ 57,731          

Total Money Market Funds (Cost $57,731)

            57,731          
                         

U.S. Treasury Bills — 92.3%

                       

0.05%, 3/31/2022 (c)(d)

    7,560,000       7,559,130          

Total U.S. Treasury Bills (Cost $7,559,550)

            7,559,130          

TOTAL SHORT-TERM INVESTMENTS (Cost $7,617,281)

            7,616,861          

 

 

 

Number of
Contracts
(b)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 9.9%

               

PURCHASED CALL OPTIONS — 9.9%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: September 30, 2022, Exercise Price: $434

    136     $ 808,985     $ 6,459,456  

TOTAL PURCHASED OPTIONS (Cost $501,152)

            808,985          
                         

TOTAL INVESTMENTS (Cost $8,118,433) — 102.9%

            8,425,846          

Other assets and liabilities, net — (2.9)%

            (237,278 )        

TOTAL NET ASSETS — 100.0%

          $ 8,188,568          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Each contract has a multiplier of 100.

 

(c)

The rate shown is the effective yield as of December 31, 2021.

 

(d)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (2.8)%

               

WRITTEN PUT OPTIONS — (2.8)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: September 30, 2022, Exercise Price: $391

    193     $ 232,234     $ 9,166,728  

TOTAL WRITTEN OPTIONS (Premiums Received $408,908)

          $ 232,234          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

14

 

 

TrueShares Structured Outcome (November) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 91.7%

               

U.S. Treasury Bills — 91.7%

                       

0.02%, 2/3/2022 (b)(c)

    13,000,000     $ 12,999,720          

TOTAL SHORT-TERM INVESTMENTS (Cost $12,999,680)

            12,999,720          

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 6.8%

               

PURCHASED CALL OPTIONS — 6.8%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: October 31, 2022, Exercise Price: $460

    227     $ 960,398     $ 10,781,592  

TOTAL PURCHASED OPTIONS (Cost $807,081)

            960,398          
                         

TOTAL INVESTMENTS (Cost $13,806,761) — 98.5%

            13,960,118          

Other assets and liabilities, net — 1.5%

            220,458          

TOTAL NET ASSETS — 100.0%

          $ 14,180,576          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (4.1)%

               

WRITTEN PUT OPTIONS — (4.1)%

               

CBOE SPDR S&P 500 ETF Trust

                       

Expiration: October 31, 2022, Exercise Price: $414

    333     $ 574,611     $ 15,816,168  

TOTAL WRITTEN OPTIONS (Premiums Received $688,055)

          $ 574,611          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

15

 

 

TrueShares Structured Outcome (December) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares /
Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 97.2%

               

Money Market Funds — 1.3%

                       

First American Treasury Obligations Fund - Class X, 0.01% (a)(d)

    78,445     $ 78,445          

Total Money Market Funds (Cost $78,445)

            78,445          
                         

U.S. Treasury Bills — 95.9%

                       

0.02%, 2/24/2022 (c)(d)

    5,110,000       5,109,834          

0.37%, 12/29/2022 (c)(d)

    730,000       727,287          

Total U.S. Treasury Bills (Cost $5,837,576)

            5,837,121          

TOTAL SHORT-TERM INVESTMENTS (Cost $5,916,021)

            5,915,566          

 

 

 

Number of
Contracts
(b)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 8.5%

               

PURCHASED CALL OPTIONS — 8.5%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: November 30, 2022, Exercise Price: $451

    101     $ 517,783     $ 4,797,096  

TOTAL PURCHASED OPTIONS (Cost $434,238)

            517,783          
                         

TOTAL INVESTMENTS (Cost $6,350,259) — 105.7%

            6,433,349          

Other assets and liabilities, net — (5.7)%

            (347,551 )        

TOTAL NET ASSETS — 100.0%

          $ 6,085,798          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Each contract has a multiplier of 100.

 

(c)

The rate shown is the effective yield as of December 31, 2021.

 

(d)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (4.1)%

               

WRITTEN PUT OPTIONS — (4.1)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: Novemver 30, 2022, Exercise Price: $405

    144     $ 247,828     $ 6,839,424  

TOTAL WRITTEN OPTIONS (Premiums Received $331,820)

          $ 247,828          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

16

 

 

TrueShares Structured Outcome (January) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares

   

Value

 

INVESTMENT COMPANIES — 89.2%

       

Exchange Traded Funds — 89.2%

       

SPDR S&P 500 ETF Trust (b)

    4,100     $ 1,947,336  

TOTAL EXCHANGE TRADED FUNDS (Cost $1,957,256)

            1,947,336  

 

 

 

Shares

   

Value

 

SHORT-TERM INVESTMENTS — 180.7%

       

Money Market Funds — 180.7%

       

First American Treasury Obligations Fund - Class X, 0.01% (a)

    3,941,995     $ 3,941,995  

TOTAL SHORT-TERM INVESTMENTS (Cost $3,941,995)

            3,941,995  
                 

TOTAL INVESTMENTS (Cost $5,899,251) — 269.9%

            5,889,331  

Other assets and liabilities, net — (169.9)%

            (3,707,190 )

TOTAL NET ASSETS — 100.0%

          $ 2,182,141  

 

Percentages are stated as a percent of net assets.

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.

 

The accompanying notes are an integral part of the financial statements.

 

17

 

 

TrueShares Structured Outcome (February) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares /
Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 82.4%

               

Money Market Funds — 0.5%

                       

First American Treasury Obligations Fund - Class X, 0.01% (a)

    20,625     $ 20,625          

Total Money Market Funds (Cost $20,625)

            20,625          
                         

U.S. Treasury Bills — 81.9%

                       

0.01%, 1/20/2022 (c)(d)

    3,085,000       3,084,989          

Total U.S. Treasury Bills (Cost $3,084,967)

            3,084,989          

TOTAL SHORT-TERM INVESTMENTS (Cost $3,105,592)

            3,105,614          

 

 

 

Number of
Contracts
(b)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 17.7%

               

PURCHASED CALL OPTIONS — 17.7%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: January 31, 2022, Exercise Price: $376

    67     $ 666,628     $ 3,182,232  

TOTAL PURCHASED OPTIONS (Cost $333,708)

            666,628          
                         

TOTAL INVESTMENTS (Cost $3,439,300) — 100.1%

            3,772,242          

Other assets and liabilities, net — (0.1)%

            (3,996 )        

TOTAL NET ASSETS — 100.0%

          $ 3,768,246          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Each contract has a multiplier of 100.

 

(c)

The rate shown is the effective yield as of December 31, 2021.

 

(d)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (0.0)% (b)

               

WRITTEN PUT OPTIONS — (0.0)% (b)

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: January 31, 2022, Exercise Price: $338

    90     $ 1,513     $ 4,274,640  

TOTAL WRITTEN OPTIONS (Premiums Received $136,910)

          $ 1,513          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

Amount is less than (0.05)%.

 

The accompanying notes are an integral part of the financial statements.

 

18

 

 

TrueShares Structured Outcome (March) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 86.1%

               

U.S. Treasury Bills — 86.1%

                       

0.02%, 2/24/2022 (b)(c)

    4,925,000     $ 4,924,839          

TOTAL SHORT-TERM INVESTMENTS (Cost $4,924,778)

            4,924,839          

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 16.4%

               

PURCHASED CALL OPTIONS — 16.4%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: February 28, 2022, Exercise Price: $389

    108     $ 939,923     $ 5,129,568  

TOTAL PURCHASED OPTIONS (Cost $320,039)

            939,923          
                         

TOTAL INVESTMENTS (Cost $5,244,817) — 102.5%

            5,864,762          

Other assets and liabilities, net — (2.5)%

            (141,260 )        

TOTAL NET ASSETS — 100.0%

          $ 5,723,502          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (0.2)%

               

WRITTEN PUT OPTIONS — (0.2)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: February 28, 2022, Exercise Price: $350

    140     $ 8,916     $ 6,649,440  

TOTAL WRITTEN OPTIONS (Premiums Received $317,868)

          $ 8,916          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

19

 

 

TrueShares Structured Outcome (April) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Shares /
Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 89.0%

               

Money Market Funds — 1.5%

                       

First American Treasury Obligations Fund - Class X, 0.01% (a)

    92,514     $ 92,514          

Total Money Market Funds (Cost $92,514)

            92,514          
                         

U.S. Treasury Bills — 87.5%

                       

0.04%, 3/10/2022 (c)(d)

    5,591,000       5,590,616          

Total U.S. Treasury Bills (Cost $5,590,800)

            5,590,616          

TOTAL SHORT-TERM INVESTMENTS (Cost $5,683,314)

            5,683,130          

 

 

 

Number of
Contracts
(b)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 12.9%

               

PURCHASED CALL OPTIONS — 12.9%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: March 31, 2022, Exercise Price: $401

    107     $ 825,917     $ 5,082,072  

TOTAL PURCHASED OPTIONS (Cost $396,622)

            825,917          
                         

TOTAL INVESTMENTS (Cost $6,079,936) — 101.9%

            6,509,047          

Other assets and liabilities, net — (1.9)%

            (119,602 )        

TOTAL NET ASSETS — 100.0%

          $ 6,389,445          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

The rate shown is the seven-day yield at period end.

 

(b)

Each contract has a multiplier of 100.

 

(c)

The rate shown is the effective yield as of December 31, 2021.

 

(d)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (0.4)%

               

WRITTEN PUT OPTIONS — (0.4)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: March 31, 2022, Exercise Price: $361

    155     $ 24,912     $ 7,361,880  

TOTAL WRITTEN OPTIONS (Premiums Received $277,617)

          $ 24,912          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

20

 

 

TrueShares Structured Outcome (May) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 91.6%

               

U.S. Treasury Bills — 91.6%

                       

0.01%, 2/22/2022 (b)(c)

    4,962,000     $ 4,961,914          

TOTAL SHORT-TERM INVESTMENTS (Cost $4,961,785)

            4,961,914          

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 11.1%

               

PURCHASED CALL OPTIONS — 11.1%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: April 29, 2022, Exercise Price: $418

    95     $ 601,699     $ 4,512,120  

TOTAL PURCHASED OPTIONS (Cost $246,833)

            601,699          
                         

TOTAL INVESTMENTS (Cost $5,208,618) — 102.7%

            5,563,613          

Other assets and liabilities, net — (2.7)%

            (146,363 )        

TOTAL NET ASSETS — 100.0%

          $ 5,417,250          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (0.1)%

               

WRITTEN PUT OPTIONS — (0.1)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: April 29, 2022, Exercise Price: $376

    131     $ 43,647     $ 6,221,976  

TOTAL WRITTEN OPTIONS (Premiums Received $251,029)

          $ 43,647          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

21

 

 

TrueShares Structured Outcome (June) ETF

Schedule of Investments

December 31, 2021

 

 

Sector Diversification *

 

*

Percentages are stated as a percent of net assets. Percentages expressed exclude written options.

 

 

 

Principal
Amount

   

Value

   

 

 

SHORT-TERM INVESTMENTS — 90.1%

               

U.S. Treasury Bills — 90.1%

                       

0.02%, 2/24/2022 (b)(c)

    3,710,000     $ 3,709,879          

TOTAL SHORT-TERM INVESTMENTS (Cost $3,709,833)

            3,709,879          

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

PURCHASED OPTIONS — 11.0%

               

PURCHASED CALL OPTIONS — 11.0%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: May 31, 2022, Exercise Price: $420

    70     $ 452,137     $ 3,324,720  

TOTAL PURCHASED OPTIONS (Cost $202,464)

            452,137          
                         

TOTAL INVESTMENTS (Cost $3,912,297) — 101.1%

            4,162,016          

Other assets and liabilities, net — (1.1)%

            (45,226 )        

TOTAL NET ASSETS — 100.0%

          $ 4,116,790          

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

(b)

The rate shown is the effective yield as of December 31, 2021.

 

(c)

Designated as collateral for written options.

 

Schedule of Written Options

December 31, 2021

 

 

 

 

Number of
Contracts
(a)

   

Value

   

Notional
Value

 

WRITTEN OPTIONS — (1.1)%

               

WRITTEN PUT OPTIONS — (1.1)%

               

CBOE SPDR S&P 500 ETF Trust

               

Expiration: May 31, 2022, Exercise Price: $378

    98     $ 46,122     $ 4,654,608  

TOTAL WRITTEN OPTIONS (Premiums Received $174,933)

          $ 46,122          

 

 

Percentages are stated as a percent of net assets.

 

CBOE Chicago Board Options Exchange

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)

Each contract has a multiplier of 100.

 

The accompanying notes are an integral part of the financial statements.

 

22

 

 

TrueShares Structured Outcome ETFs

Statements of Assets and Liabilities

December 31, 2021

 

 

   

TrueShares
Structured
Outcome
(July) ETF

   

TrueShares
Structured
Outcome
(August) ETF

   

TrueShares
Structured
Outcome
(September) ETF

   

TrueShares
Structured
Outcome
(October) ETF

 

Assets

                               

Investments, at value(1)

  $ 15,182,412     $ 18,944,256     $ 26,633,847     $ 8,425,846  

Cash held as collateral for written options

    39,645                    

Transaction fee receivable

    176                    

Deposits at broker for options

    444       1,251       27,117       349  

Interest receivable

                      1  

Total assets

    15,222,677       18,945,507       26,660,964       8,426,196  
                                 

Liabilities

                               

Payable to Adviser

    10,457       12,221       17,068       5,394  

Written options, at value(2)

    249,401       396,934       772,394       232,234  

Due to custodian

                10,222        

Total liabilities

    259,858       409,155       799,684       237,628  

Net Assets

  $ 14,962,819     $ 18,536,352     $ 25,861,280     $ 8,188,568  
                                 

Net Assets Consists of:

                               

Paid-in capital

  $ 13,863,189     $ 17,395,897     $ 24,753,227     $ 7,779,213  

Total distributable earnings

    1,099,630       1,140,455       1,108,053       409,355  

Net Assets

  $ 14,962,819     $ 18,536,352     $ 25,861,280     $ 8,188,568  
                                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    425,000       550,000       800,000       250,000  

Net Asset Value, redemption price and offering price per share

  $ 35.21     $ 33.70     $ 32.33     $ 32.75  
                                 

(1) Cost of investments

  $ 14,507,248     $ 18,284,045     $ 26,047,261     $ 8,118,433  

(2) Premiums received

    (673,867 )     (877,178 )     (1,293,861 )     (408,908 )

 

 

The accompanying notes are an integral part of the financial statements.

 

23

 

 

TrueShares Structured Outcome ETFs

Statements of Assets and Liabilities

December 31, 2021 (Continued)

 

 

   

TrueShares
Structured
Outcome
(November) ETF

   

TrueShares
Structured
Outcome
(December) ETF

   

TrueShares
Structured
Outcome
(January) ETF

   

TrueShares
Structured
Outcome
(February) ETF

 

Assets

                               

Investments, at value(1)

  $ 13,960,118     $ 6,433,349     $ 5,889,331     $ 3,772,242  

Receivable for Fund shares sold

    834,135                    

Receivable for investment securities sold

    34,799             1,947,336        

Transaction fee receivable

          152              

Deposits at broker for options

    66             1        

Interest receivable

    1       1       1        

Total assets

    14,829,119       6,433,502       7,836,669       3,772,242  
                                 

Liabilities

                               

Payable to Adviser

    8,841       2,941       1,502       2,483  

Written options, at value(2)

    574,611       247,828             1,513  

Due to Custodian

    10,101                    

Payable to broker for options

          96,935              

Payable for Fund shares redeemed

                2,182,830        

Payable for investment securities purchased

    54,990             3,470,196        

Total liabilities

    648,543       347,704       5,654,528       3,996  

Net Assets

  $ 14,180,576     $ 6,085,798     $ 2,182,141     $ 3,768,246  
                                 

Net Assets Consists of:

                               

Paid-in capital

  $ 13,913,775     $ 5,839,876     $ 2,192,061     $ 3,299,907  

Total distributable earnings

    266,801       245,922       (9,920 )     468,339  

Net Assets

  $ 14,180,576     $ 6,085,798     $ 2,182,141     $ 3,768,246  
                                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    425,000       200,000       75,000       125,000  

Net Asset Value, redemption price and offering price per share

  $ 33.37     $ 30.43     $ 29.10     $ 30.15  
                                 

(1) Cost of investments

  $ 13,806,761     $ 6,350,259     $ 5,899,251     $ 3,439,300  

(2) Premiums received

    (688,055 )     (331,820 )           (136,910 )

 

 

The accompanying notes are an integral part of the financial statements.

 

24

 

 

TrueShares Structured Outcome ETFs

Statements of Assets and Liabilities

December 31, 2021 (Continued)

 

 

   

TrueShares
Structured
Outcome
(March) ETF

   

TrueShares
Structured
Outcome
(April) ETF

   

TrueShares
Structured
Outcome
(May) ETF

   

TrueShares
Structured
Outcome
(June) ETF

 

Assets

                               

Investments, at value(1)

  $ 5,864,762     $ 6,509,047     $ 5,563,613     $ 4,162,016  

Transaction fee receivable

          142              

Deposits at broker for options

                      11,202  

Total assets

    5,864,762       6,509,189       5,563,613       4,173,218  
                                 

Liabilities

                               

Payable to Adviser

    3,874       3,747       3,635       2,723  

Written options, at value(2)

    8,916       24,912       43,647       46,122  

Due to Custodian

    128,470       91,085       99,081       7,583  

Total liabilities

    141,260       119,744       146,363       56,428  

Net Assets

  $ 5,723,502     $ 6,389,445     $ 5,417,250     $ 4,116,790  
                                 

Net Assets Consists of:

                               

Paid-in capital

  $ 4,767,135     $ 5,707,756     $ 4,854,873     $ 3,738,276  

Total distributable earnings

    956,367       681,689       562,377       378,514  

Net Assets

  $ 5,723,502     $ 6,389,445     $ 5,417,250     $ 4,116,790  
                                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    200,000       225,000       200,000       150,000  

Net Asset Value, redemption price and offering price per share

  $ 28.62     $ 28.40     $ 27.09     $ 27.45  
                                 

(1) Cost of investments

  $ 5,244,817     $ 6,079,936     $ 5,208,618     $ 3,912,297  

(2) Premiums received

    (317,868 )     (277,617 )     (251,029 )     (174,933 )

 

 

The accompanying notes are an integral part of the financial statements.

 

25

 

 

TrueShares Structured Outcome ETFs

Statements of Operations

For the Year Ended December 31, 2021

 

 

   

TrueShares
Structured
Outcome
(July) ETF

   

TrueShares
Structured
Outcome
(August) ETF

   

TrueShares
Structured
Outcome
(September) ETF

   

TrueShares
Structured
Outcome
(October) ETF

 

Investment Income

                               

Interest income

  $ 3,697     $ 2,848     $ 4,505     $ 1,443  

Total investment income

    3,697       2,848       4,505       1,443  
                                 

Expenses

                               

Investment advisory fees

    90,856       103,873       119,061       40,483  

Interest expense

    31       452       31       185  

Total expenses

    90,887       104,325       119,092       40,668  

Net investment loss

    (87,190 )     (101,477 )     (114,587 )     (39,225 )
                                 

Realized and Unrealized Gain (Loss) on Investments

                               

Net realized gain (loss) on:

                               

Investments

    1,067,750       1,624,008       1,634,540       (79,590 )

Purchased options

    354,228       (628 )     67,261       585,222  

Written options

    454,284       542,099       759,384       259,835  

Net realized gain

    1,876,262       2,165,479       2,461,185       765,467  

Net change in unrealized appreciation/depreciation on:

                               

Investments

    (8,809 )     (73 )     (646 )     (426 )

Purchased options

    78,509       67,512       222,236       132,511  

Written options

    108,238       129,879       82,543       41,439  

Net change in unrealized appreciation/depreciation

    177,938       197,318       304,133       173,524  

Net realized and unrealized gain on investments

    2,054,200       2,362,797       2,765,318       938,991  

Net increase in net assets from operations

  $ 1,967,010     $ 2,261,320     $ 2,650,731     $ 899,766  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

26

 

 

TrueShares Structured Outcome ETFs

Statements of Operations

For the Year or Period Ended December 31, 2021 (Continued)

 

 

   

TrueShares
Structured
Outcome
(November) ETF

   

TrueShares
Structured
Outcome
(December) ETF

   

TrueShares
Structured
Outcome
(January) ETF
(1)

   

TrueShares
Structured
Outcome
(February) ETF
(2)

 

Investment Income

                               

Interest income

  $ 1,116     $ 1,049     $ 625     $ 579  

Total investment income

    1,116       1,049       625       579  
                                 

Expenses

                               

Investment advisory fees

    34,265       31,622       23,955       18,908  

Interest expense

          166              

Total expenses

    34,265       31,788       23,955       18,908  

Net investment loss

    (33,149 )     (30,739 )     (23,330 )     (18,329 )
                                 

Realized and Unrealized Gain (Loss) on Investments

                               

Net realized gain (loss) on:

                               

Investments

    524,783       332,121       311,691        

Purchased options

          86,545       112,522        

Written options

    126,135       211,005       185,982        

Net realized gain

    650,918       629,671       610,195        

Net change in unrealized appreciation/depreciation on:

                               

Investments

    153       12       (9,920 )     22  

Purchased options

    63,833       3,388             332,920  

Written options

    67,840       66,808             135,397  

Net change in unrealized appreciation/depreciation

    131,826       70,208       (9,920 )     468,339  

Net realized and unrealized gain on investments

    782,744       699,879       600,275       468,339  

Net increase in net assets from operations

  $ 749,595     $ 669,140     $ 576,945     $ 450,010  

 

(1)

The Fund commenced operations on January 4, 2021.

 

(2)

The Fund commenced operations on February 1, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

27

 

 

TrueShares Structured Outcome ETFs

Statements of Operations

For the Period Ended December 31, 2021 (Continued)

 

 

   

TrueShares
Structured
Outcome
(March) ETF
(1)

   

TrueShares
Structured
Outcome
(April) ETF
(2)

   

TrueShares
Structured
Outcome
(May) ETF
(3)

   

TrueShares
Structured
Outcome
(June) ETF
(4)

 

Investment Income

                               

Interest income

  $ 1,502     $ 717     $ 782     $ 466  

Total investment income

    1,502       717       782       466  
                                 

Expenses

                               

Investment advisory fees

    45,105       31,110       34,760       19,274  

Interest expense

    8                   48  

Total expenses

    45,113       31,110       34,760       19,322  

Net investment loss

    (43,611 )     (30,393 )     (33,978 )     (18,856 )
                                 

Realized and Unrealized Gain (Loss) on Investments

                               

Net realized gain (loss) on:

                               

Investments

    (406 )     (127 )     (330 )     (54 )

Purchased options

    154,139             115,747       21,757  

Written options

    136,153             62,481       12,865  

Net realized gain (loss)

    289,886       (127 )     177,898       34,568  

Net change in unrealized appreciation/depreciation on:

                               

Investments

    61       (184 )     129       46  

Purchased options

    619,884       429,295       354,866       249,673  

Written options

    308,952       252,705       207,382       128,811  

Net change in unrealized appreciation/depreciation

    928,897       681,816       562,377       378,530  

Net realized and unrealized gain on investments

    1,218,783       681,689       740,275       413,098  

Net increase in net assets from operations

  $ 1,175,172     $ 651,296     $ 706,297     $ 394,242  

 

(1)

The Fund commenced operations on March 1, 2021.

 

(2)

The Fund commenced operations on April 1, 2021.

 

(3)

The Fund commenced operations on May 3, 2021.

 

(4)

The Fund commenced operations on June 1, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

28

 

 

TrueShares Structured Outcome ETFs

Statements of Changes in Net Assets

 

 

 

   

TrueShares Structured
Outcome (July) ETF

   

TrueShares Structured
Outcome (August) ETF

 
   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(2)

 

From Operations

                               

Net investment loss

  $ (87,190 )   $ (20,285 )   $ (101,477 )   $ (25,706 )

Net realized gain (loss) on investments, purchased options and written options

    1,876,262       (9 )     2,165,479       (6,295 )

Net change in unrealized appreciation on investments, purchased options and written options

    177,938       921,692       197,318       943,137  

Net increase in net assets resulting from operations

    1,967,010       901,398       2,261,320       911,136  
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    20,985,980       5,668,907       19,761,993       9,433,430  

Cost of shares redeemed

    (14,565,157 )           (12,554,495 )     (1,281,010 )

Transaction fees (Note 4)

    4,172       509       2,335       1,643  

Net increase in net assets resulting from capital share transactions

    6,424,995       5,669,416       7,209,833       8,154,063  
                                 

Total Increase in Net Assets

    8,392,005       6,570,814       9,471,153       9,065,199  
                                 

Net Assets

                               

Beginning of period

    6,570,814             9,065,199        

End of period

  $ 14,962,819     $ 6,570,814     $ 18,536,352     $ 9,065,199  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    225,000             325,000        

Shares sold

    650,000       225,000       625,000       375,000  

Shares redeemed

    (450,000 )           (400,000 )     (50,000 )

Shares outstanding, end of period

    425,000       225,000       550,000       325,000  

 

(1)

The Fund commenced operations on July 1, 2020.

 

(2)

The Fund commenced operations on August 3, 2020.

 

The accompanying notes are an integral part of the financial statements.

 

29

 

 

TrueShares Structured Outcome ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares Structured
Outcome (September) ETF

   

TrueShares Structured
Outcome (October) ETF

 
   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(2)

 

From Operations

                               

Net investment loss

  $ (114,587 )   $ (25,848 )   $ (39,225 )   $ (6,776 )

Net realized gain on investments, purchased options and written options

    2,461,185       41,817       765,467       664  

Net change in unrealized appreciation on investments, purchased options and written options

    304,133       803,920       173,524       310,563  

Net increase in net assets resulting from operations

    2,650,731       819,889       899,766       304,451  
                                 

From Distributions

                               

Distributable earnings

    (12,776 )                  

Total distributions

    (12,776 )                  
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    24,834,405       11,765,612       7,794,455       3,777,110  

Cost of shares redeemed

    (12,264,850 )     (1,937,040 )     (4,588,095 )      

Transaction fees (Note 4)

    3,068       2,241       625       256  

Net increase in net assets resulting from capital share transactions

    12,572,623       9,830,813       3,206,985       3,777,366  
                                 

Total Increase in Net Assets

    15,210,578       10,650,702       4,106,751       4,081,817  
                                 

Net Assets

                               

Beginning of period

    10,650,702             4,081,817        

End of period

  $ 25,861,280     $ 10,650,702     $ 8,188,568     $ 4,081,817  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    400,000             150,000        

Shares sold

    800,000       475,000       250,000       150,000  

Shares redeemed

    (400,000 )     (75,000 )     (150,000 )      

Shares outstanding, end of period

    800,000       400,000       250,000       150,000  

 

(1)

The Fund commenced operations on September 1, 2020.

 

(2)

The Fund commenced operations on October 1, 2020.

 

The accompanying notes are an integral part of the financial statements.

 

30

 

 

TrueShares Structured Outcome ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares Structured
Outcome (November) ETF

   

TrueShares Structured
Outcome (December) ETF

 
   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(2)

 

From Operations

                               

Net investment loss

  $ (33,149 )   $ (3,243 )   $ (30,739 )   $ (3,119 )

Net realized gain on investments, purchased options and written options

    650,918       129,264       629,671        

Net change in unrealized appreciation on investments, purchased options and written options

    131,826       134,975       70,208       96,874  

Net increase in net assets resulting from operations

    749,595       260,996       669,140       93,755  
                                 

From Distributions

                               

Distributable earnings

    (69,396 )           (24,407 )      

Total distributions

    (69,396 )           (24,407 )      
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    15,384,297       2,500,000       6,041,427       5,629,050  

Cost of shares redeemed

    (3,267,210 )     (1,380,240 )     (6,324,773 )      

Transaction fees (Note 4)

    2,258       276       980       626  

Net increase in net assets resulting from capital share transactions

    12,119,345       1,120,036       (282,366 )     5,629,676  
                                 

Total Increase in Net Assets

    12,799,544       1,381,032       362,367       5,723,431  
                                 

Net Assets

                               

Beginning of period

    1,381,032             5,723,431        

End of period

  $ 14,180,576     $ 1,381,032     $ 6,085,798     $ 5,723,431  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    50,000             225,000        

Shares sold

    475,000       100,000       200,000       225,000  

Shares redeemed

    (100,000 )     (50,000 )     (225,000 )      

Shares outstanding, end of period

    425,000       50,000       200,000       225,000  

 

(1)

The Fund commenced operations on November 2, 2020.

 

(2)

The Fund commenced operations on December 1, 2020.

 

The accompanying notes are an integral part of the financial statements.

 

31

 

 

TrueShares Structured Outcome ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares
Structured
Outcome
(January) ETF

   

TrueShares
Structured
Outcome
(February) ETF

   

TrueShares
Structured
Outcome
(March) ETF

 
   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2021
(2)

   

Period Ended
December 31,
2021
(3)

 

From Operations

                       

Net investment loss

  $ (23,330 )   $ (18,329 )   $ (43,611 )

Net realized gain on investments, purchased options and written options

    610,195             289,886  

Net change in unrealized appreciation/depreciation on investments, purchased options and written options

    (9,920 )     468,339       928,897  

Net increase in net assets resulting from operations

    576,945       450,010       1,175,172  
                         

From Distributions

                       

Distributable earnings

    (98,735 )           (139,114 )

Total distributions

    (98,735 )           (139,114 )
                         

From Capital Share Transactions

                       

Proceeds from shares sold

    5,331,918       3,317,822       9,433,670  

Cost of shares redeemed

    (3,628,405 )           (4,748,812 )

Transaction fees (Note 4)

    418       414       2,586  

Net increase in net assets resulting from capital share transactions

    1,703,931       3,318,236       4,687,444  
                         

Total Increase in Net Assets

    2,182,141       3,768,246       5,723,502  
                         

Net Assets

                       

Beginning of period

                 

End of period

  $ 2,182,141     $ 3,768,246     $ 5,723,502  
                         

Changes in Shares Outstanding

                       

Shares outstanding, beginning of period

                 

Shares sold

    200,000       125,000       375,000  

Shares redeemed

    (125,000 )           (175,000 )

Shares outstanding, end of period

    75,000       125,000       200,000  

 

(1)

The Fund commenced operations on January 4, 2021.

 

(2)

The Fund commenced operations on February 1, 2021.

 

(3)

The Fund commenced operations on March 1, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

32

 

 

TrueShares Structured Outcome ETFs

Statements of Changes in Net Assets

(Continued)

 

 

   

TrueShares
Structured
Outcome
(April) ETF

   

TrueShares
Structured
Outcome
(May) ETF

   

TrueShares
Structured
Outcome
(June) ETF

 
   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2021
(2)

   

Period Ended
December 31,
2021
(3)

 

From Operations

                       

Net investment loss

  $ (30,393 )   $ (33,978 )   $ (18,856 )

Net realized gain (loss) on investments, purchased options and written options

    (127 )     177,898       34,568  

Net change in unrealized appreciation on investments, purchased options and written options

    681,816       562,377       378,530  

Net increase in net assets resulting from operations

    651,296       706,297       394,242  
                         

From Distributions

                       

Distributable earnings

          (102,682 )     (13,047 )

Total distributions

          (102,682 )     (13,047 )
                         

From Capital Share Transactions

                       

Proceeds from shares sold

    5,737,252       8,134,860       4,404,820  

Cost of shares redeemed

          (3,323,267 )     (669,990 )

Transaction fees (Note 4)

    897       2,042       765  

Net increase in net assets resulting from capital share transactions

    5,738,149       4,813,635       3,735,595  
                         

Total Increase in Net Assets

    6,389,445       5,417,250       4,116,790  
                         

Net Assets

                       

Beginning of period

                 

End of period

  $ 6,389,445     $ 5,417,250     $ 4,116,790  
                         

Changes in Shares Outstanding

                       

Shares outstanding, beginning of period

                 

Shares sold

    225,000       325,000       175,000  

Shares redeemed

          (125,000 )     (25,000 )

Shares outstanding, end of period

    225,000       200,000       150,000  

 

(1)

The Fund commenced operations on April 1, 2021.

 

(2)

The Fund commenced operations on May 3, 2021.

 

(3)

The Fund commenced operations on June 1, 2021.

 

The accompanying notes are an integral part of the financial statements.

 

33

 

 

TrueShares Structured Outcome ETFs

Financial Highlights

For a Share Outstanding Throughout each Period

 

 

   

Per Share Operating Performance (For a share outstanding throughout each period)

 
           

Income from Investment Operations

   

Less Distributions Paid From:

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain on
investments

   

Total from
investment
operations

   

Net realized
gains

   

Total
distributions
paid

 

TrueShares Structured Outcome (July) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 29.20       (0.25 )     6.25       6.00              

For the period 7/01/2020(7) - 12/31/2020

  $ 25.00       (0.09 )     4.29       4.20              

TrueShares Structured Outcome (August) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 27.89       (0.24 )     6.04       5.80              

For the period 8/03/2020(7) - 12/31/2020

  $ 25.00       (0.08 )     2.96       2.88              

TrueShares Structured Outcome (September) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 26.63       (0.23 )     5.94       5.71       (0.02 )     (0.02 )

For the period 9/01/2020(7) - 12/31/2020

  $ 25.00       (0.06 )     1.68       1.62              

TrueShares Structured Outcome (October) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 27.21       (0.23 )     5.77       5.54              

For the period 10/01/2020(7) - 12/31/2020

  $ 25.00       (0.05 )     2.26       2.21              

TrueShares Structured Outcome (November) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 27.62       (0.24 )     6.14       5.90       (0.17 )     (0.17 )

For the period 11/02/2020(7) - 12/31/2020

  $ 25.00       (0.03 )     2.65       2.62              

TrueShares Structured Outcome (December) ETF

                                       

For the year 01/01/2021 - 12/31/2021

  $ 25.44       (0.21 )     5.33       5.12       (0.14 )     (0.14 )

For the period 12/01/2020(7) - 12/31/2020

  $ 25.00       (0.02 )     0.46       0.44              
                                                 

 

 

(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.

(8)

Less than $0.005.

 

The accompanying notes are an integral part of the financial statements.

 

34

 

 

TrueShares Structured Outcome ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

 

Per Share Operating Performance (For a share outstanding throughout each period)

   

Ratios/Supplemental Data

 
 

Capital Share Transactions:

                                   

Ratios to Average Net Assets of: (2)

         
 

Transaction
fees
(see Note 4)

   

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                               
    0.01     $ 35.21       20.56 %     20.66 %   $ 14,963       0.79 %     (0.76 )%     1307 %
    0.00 (8)    $ 29.20       16.81 %     16.55 %   $ 6,571       0.79 %     (0.68 )%     0 %
                                                               
    0.01     $ 33.70       20.83 %     20.74 %   $ 18,536       0.79 %     (0.77 )%     1297 %
    0.01     $ 27.89       11.57 %     11.31 %   $ 9,065       0.79 %     (0.73 )%     0 %
                                                               
    0.01     $ 32.33       21.47 %     21.83 %   $ 25,861       0.79 %     (0.76 )%     1301 %
    0.01     $ 26.63       6.51 %     6.08 %   $ 10,651       0.79 %     (0.73 )%     0 %
                                                               
    0.00 (8)    $ 32.75       20.37 %     20.49 %   $ 8,189       0.79 %     (0.77 )%     1021 %
    0.00 (8)    $ 27.21       8.85 %     8.57 %   $ 4,082       0.79 %     (0.73 )%     0 %
                                                               
    0.02     $ 33.37       21.40 %     21.46 %   $ 14,181       0.79 %     (0.76 )%     1302 %
    0.00 (8)    $ 27.62       10.51 %(6)     10.35 %(6)   $ 1,381       0.79 %     (0.75 )%     0 %
                                                               
    0.01     $ 30.43       20.17 %     20.15 %   $ 6,086       0.79 %     (0.77 )%     1286 %
    0.00 (8)    $ 25.44       1.75 %     1.72 %   $ 5,723       0.79 %     (0.74 )%     0 %
                                                               

 

 

The accompanying notes are an integral part of the financial statements.

 

35

 

 

TrueShares Structured Outcome ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

   

Per Share Operating Performance (For a share outstanding throughout each period)

 
           

Income from Investment Operations

   

Less Distributions Paid From:

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain on
investments

   

Total from
investment
operations

   

Net realized
gains

   

Total
distributions
paid

 

TrueShares Structured Outcome (January) ETF

                                       

For the period 01/04/2021(7) - 12/31/2021

  $ 25.00       (0.19 )     5.61       5.42       (1.32 )     (1.32 )

TrueShares Structured Outcome (February) ETF

                                       

For the period 02/01/2021(7) - 12/31/2021

  $ 25.00       (0.20 )     5.35       5.15              

TrueShares Structured Outcome (March) ETF

                                       

For the period 03/01/2021(7) - 12/31/2021

  $ 25.00       (0.17 )     4.48       4.31       (0.70 )     (0.70 )

TrueShares Structured Outcome (April) ETF

                                       

For the period 04/01/2021(7) - 12/31/2021

  $ 25.00       (0.16 )     3.56       3.40              

TrueShares Structured Outcome (May) ETF

                                       

For the period 05/03/2021(7)

- 12/31/2021

  $ 25.00       (0.13 )     2.72       2.59       (0.51 )     (0.51 )

TrueShares Structured Outcome (June) ETF

                                       

For the period 06/01/2021(7) - 12/31/2021

  $ 25.00       (0.12 )     2.66       2.54       (0.09 )     (0.09 )

 

 

(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)

Less than $0.005.

(7)

Commencement of operations.

 

The accompanying notes are an integral part of the financial statements.

 

36

 

 

TrueShares Structured Outcome ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

 

Per Share Operating Performance (For a share outstanding throughout each period)

   

Ratios/Supplemental Data

 
 

Capital Share Transactions:

                                   

Ratios to Average Net Assets of: (2)

         
 

Transaction
fees
(see Note 4)

   

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                               
    0.00 (6)    $ 29.10       21.65 %     21.66 %   $ 2,182       0.79 %     (0.77 )%     0 %
                                                               
    0.00 (6)    $ 30.15       20.58 %     20.56 %   $ 3,768       0.79 %     (0.77 )%     0 %
                                                               
    0.01     $ 28.62       17.24 %     17.14 %   $ 5,724       0.79 %     (0.76 )%     0 %
                                                               
    0.00 (6)    $ 28.40       13.59 %     13.49 %   $ 6,389       0.79 %     (0.77 )%     0 %
                                                               
    0.01     $ 27.09       10.39 %     10.17 %   $ 5,417       0.79 %     (0.77 )%     0 %
                                                               
    0.00 (6)    $ 27.45       10.13 %     9.96 %   $ 4,117       0.79 %     (0.77 )%     0 %

 

 

The accompanying notes are an integral part of the financial statements.

 

37

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021

 

 

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, 2021, the TrueShares ETFs consist of sixteen active series identified below, twelve of which are covered in this report (each a “Fund,” and collectively, the “Funds” or “Structured Outcome ETFs”).

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Structured Outcome (July) ETF (“JULZ ETF”)

JULZ

Non-diversified

July 1, 2020

TrueShares Structured Outcome (August) ETF (“AUGZ ETF”)

AUGZ

Non-diversified

August 3, 2020

TrueShares Structured Outcome (September) ETF (“SEPZ ETF”)

SEPZ

Non-diversified

September 1, 2020

TrueShares Structured Outcome (October) ETF (“OCTZ ETF”)

OCTZ

Non-diversified

October 1, 2020

TrueShares Structured Outcome (November) ETF (“NOVZ ETF”)

NOVZ

Non-diversified

November 2, 2020

TrueShares Structured Outcome (December) ETF (“DECZ ETF”)

DECZ

Non-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

 

The operational TrueShares ETFs covered outside of this report consists of:

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

TrueShares Technology, AI & Deep Learning ETF (“AI ETF”)

LRNZ

Non-diversified

February 28, 2020

TrueShares ESG Active Opportunities ETF (“ESG ETF”)

ECOZ

Diversified

February 28, 2020

TrueShares Low Volatility Equity Income ETF (“DIVZ ETF”)

DIVZ

Non-diversified

January 27, 2021

RiverNorth Volition America Patriot ETF (“FLDZ ETF”)

FLDZ

Non-diversified

December 31, 2021

 

Each Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its total return investment objective by investing in options that reference the S&P 500® Price Index, employing a “buffer protect” options strategies that uses such options to seek to achieve exposure to the S&P 500® Price Index while mitigating the first 8% to 12% decline in the S&P 500® Price Index over a 12-month period.

 

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.

 

38

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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.

 

If market quotations are not readily available, or if it is determined that a quotation of a security does not represent fair value, then the security is valued at fair value as determined in good faith by the Adviser using procedures adopted by the Board of Trustees of the Trust (the “Board”). The circumstances in which a security may be fair valued include, among others: the occurrence of events that are significant to a particular issuer, such as mergers, restructurings or defaults; the occurrence of events that are significant to an entire market, such as natural disasters in a particular region or government actions; trading restrictions on securities; thinly traded securities; and market events such as trading halts and early market closings. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. Fair valuation could result in a different NAV than a NAV determined by using market quotations. Such valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy described below.

 

Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.

 

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.

 

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).

 

39

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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.

 

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.

 

Exchange-traded options are valued at the composite mean price, which calculates the mean of the highest bid price and lowest asked price across the exchange. On the last trading day prior to expiration, expiring options may be priced at intrinsic value. The premium a fund pays when purchasing a call or put option or receives when writing a call or put option will reflect, among other things, the market price of the security, the relationship of the exercise price to the market price of the security, the relationship of the exercise price to the volatility of the security, the length of the option period and supply and demand factors. The premium is the value of an option at the date of purchase.

 

FLexible EXchange Options (“FLEX Options”) are valued at a model-based price provided by the exchange on which the option is traded. If the exchange on which the option is traded is unable to provide a price, FLEX Options are valued at a model-based price provided by an approved secondary pricing service.

 

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, 2021, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (July) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 13,795,413     $     $ 13,795,413  

Purchased Call Options

          1,386,999             1,386,999  

Total Investments - Assets

  $     $ 15,182,412     $     $ 15,182,412  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 249,401     $     $ 249,401  

 

40

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (August) ETF

                               

Investments - Assets:

                               

Money Market Funds

  $ 11,839     $     $     $ 11,839  

U.S. Treasury Bills

          17,341,740             17,341,740  

Purchased Call Options

          1,590,677             1,590,677  

Total Investments - Assets

  $ 11,839     $ 18,932,417     $     $ 18,944,256  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 396,934     $     $ 396,934  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (September) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 24,766,275     $     $ 24,766,275  

Purchased Call Options

          1,867,572             1,867,572  

Total Investments - Assets

  $     $ 26,633,847     $     $ 26,633,847  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 772,394     $     $ 772,394  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (October) ETF

                               

Investments - Assets:

                               

Money Market Funds

  $ 57,731     $     $     $ 57,731  

U.S. Treasury Bills

          7,559,130             7,559,130  

Purchased Call Options

          808,985             808,985  

Total Investments - Assets

  $ 57,731     $ 8,368,115     $     $ 8,425,846  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 232,234     $     $ 232,234  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (November) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 12,999,720     $     $ 12,999,720  

Purchased Call Options

          960,398             960,398  

Total Investments - Assets

  $     $ 13,960,118     $     $ 13,960,118  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 574,611     $     $ 574,611  

 

 

41

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (December) ETF

                               

Investments - Assets:

                               

Money Market Funds

  $ 78,445     $     $     $ 78,445  

U.S. Treasury Bills

          5,837,121             5,837,121  

Purchased Call Options

          517,783             517,783  

Total Investments - Assets

  $ 78,445     $ 6,354,904     $     $ 6,433,349  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 247,828     $     $ 247,828  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (January) ETF

                               

Investments - Assets:

                               

Exchange Traded Funds

  $ 1,947,336     $     $     $ 1,947,336  

Money Market Funds

    3,941,995                   3,941,995  

Total Investments - Assets

  $ 5,889,331     $     $     $ 5,889,331  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (February) ETF

                               

Investments - Assets:

                               

Money Market Funds

  $ 20,625     $     $     $ 20,625  

U.S. Treasury Bills

          3,084,989             3,084,989  

Purchased Call Options

          666,628             666,628  

Total Investments - Assets

  $ 20,625     $ 3,751,617     $     $ 3,772,242  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 1,513     $     $ 1,513  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (March) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 4,924,839     $     $ 4,924,839  

Purchased Call Options

          939,923             939,923  

Total Investments - Assets

  $     $ 5,864,762     $     $ 5,864,762  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 8,916     $     $ 8,916  

 

 

42

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (April) ETF

                               

Investments - Assets:

                               

Money Market Funds

  $ 92,514     $     $     $ 92,514  

U.S. Treasury Bills

          5,590,616             5,590,616  

Purchased Call Options

          825,917             825,917  

Total Investments - Assets

  $ 92,514     $ 6,416,533     $     $ 6,509,047  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 24,912     $     $ 24,912  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (May) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 4,961,914     $     $ 4,961,914  

Purchased Call Options

          601,699             601,699  

Total Investments - Assets

  $     $ 5,563,613     $     $ 5,563,613  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 43,647     $     $ 43,647  

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Structured Outcome (June) ETF

                               

Investments - Assets:

                               

U.S. Treasury Bills

  $     $ 3,709,879     $     $ 3,709,879  

Purchased Call Options

          452,137             452,137  

Total Investments - Assets

  $     $ 4,162,016     $     $ 4,162,016  

Other Financial Instruments - Liabilities:

                               

Written Put Options

  $     $ 46,122     $     $ 46,122  

 

Security Transactions

 

Investment transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification basis.

 

Investment Income

 

Interest income is accrued daily.

 

Tax Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions

 

The 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.

 

43

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

Distributions to shareholders are recorded on the ex-dividend date. The Structured Outcome ETFs generally pay out dividends from net investment income, if any, at least annually, and distributes its net capital gains, if any, to shareholders at least annually. The 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 profits 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, 2021, the Funds’ fiscal period end, the Funds had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of December 31, 2021, the Funds’ fiscal period 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.

 

The Funds recognized no interest or penalties related to uncertain tax benefits in the fiscal period 2021. At December 31, 2021, the Funds’ fiscal period 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, the Adviser expects the risk of loss to be remote.

 

Derivatives

 

The Structured Outcome ETFs employ a “buffer protect” options strategy that uses such options to seek to achieve exposure to the S&P 500® Price Index while mitigating the first 8% to 12% decline in the S&P 500® Price Index (the “Buffer”) over a 12-month period beginning on a specified day (each, a “Roll Date”). The period from one Roll Date to the next Roll Date is referred to as the “Investment Period,” and the first day of the Investment Period is referred to as the initial investment day. In the event an investor purchases shares after the date on which the options were entered into or sells shares prior to the expiration of the options, the Buffer that the Structured Outcome ETFs seeks to provide may not be available. The Structured Outcome ETFs are not designed to protect against declines of more than 8% to 12% in the level of the S&P 500® Price Index, and there can be no guarantee that the Structured Outcome ETFs will be successful in implementing the buffer protect options strategy to avoid the first 8% to 12% decline.

 

In general, the Structured Outcome ETFs invest in exchange-traded FLEX Options only. FLEX Options are customized option contracts made available by the Cboe Options Exchange with the ability to customize key contract terms like exercise price, style and expiration date while achieving price discovery in competitive, transparent auctions markets and avoiding the counterparty exposure of over–the–counter options positions. Like traditional exchange–traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation, a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts. The FLEX Options in which the Structured Outcome ETFs invest generally have a term of up to one year and are all European style options (options that are exercisable only on the expiration date) based on the S&P 500® Price Index or an ETF that tracks the S&P 500® Price Index and have an expiration date that is the last day of the Investment Period.

 

44

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

The Structured Outcome ETFs will purchase and sell call and put FLEX Options. In general, put and call options on indices give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. The premium paid to the writer is the consideration for undertaking the obligations under the option contract.

 

The Structured Outcome ETFs purchasing put and call options pay a premium; therefore, if price movements in the underlying securities are such that exercise of the options would not be profitable for the Structured Outcome ETFs, loss of the premium paid may be offset by an increase in the value of the Structured Outcome ETFs’ securities or by a decrease in the cost of acquisition of securities by the Structured Outcome ETFs. When the Structured Outcome ETFs write an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Structured Outcome ETFs will realize as profit the premium received for such option. When a call option of which the Structured Outcome ETFs are the writer is exercised, the Structured Outcome ETFs will be required to sell the underlying securities to the option holder at the strike price and will not participate in any increase in the price of such securities above the strike price. When a put option of which the Structured Outcome ETFs are the writer is exercised, the Structured Outcome ETFs will be required to purchase the underlying securities at a price in excess of the market value of such securities. The Structured Outcome ETFs maintain minimal counterparty risk through contracts bought or sold on an exchange. As of December 31, 2021, the Structured Outcome ETFs’ derivative instruments are not subject to a master netting arrangement.

 

Derivative Investments

 

The average monthly value outstanding of purchased and written options during the year or period ended December 31, 2021, were as follows:

 

   

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

   

TrueShares
Structured
Outcome
(December) ETF

 

Purchased Options

  $ 1,161,748     $ 1,336,268     $ 1,303,071     $ 658,318     $ 542,337     $ 433,927  

Written Options

    298,543       335,548       475,105       104,592       133,825       94,549  

 

   

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

 

Purchased Options

  $ 340,072     $ 362,753     $ 738,060     $ 516,760     $ 508,185     $ 350,374  

Written Options

    59,303       37,299       137,265       114,139       188,048       125,126  

 

45

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

The following is a summary of the effect of derivative instruments on the Funds’ Statements of Assets and Liabilities as of December 31, 2021:

 

 

Equity Risk
Contracts

 

Asset
Derivatives,
Investments,
at value

   

Liability
Derivatives,
Written options,
at value

 

TrueShares Structured Outcome (July) ETF

Purchased Options

  $ 1,386,999     $  
 

Written Options

          249,401  

TrueShares Structured Outcome (August) ETF

Purchased Options

    1,590,677        
 

Written Options

          396,934  

TrueShares Structured Outcome (September) ETF

Purchased Options

    1,867,572        
 

Written Options

          772,394  

TrueShares Structured Outcome (October) ETF

Purchased Options

    808,985        
 

Written Options

          232,234  

TrueShares Structured Outcome (November) ETF

Purchased Options

    960,398        
 

Written Options

          574,611  

TrueShares Structured Outcome (December) ETF

Purchased Options

    517,783        
 

Written Options

          247,828  

TrueShares Structured Outcome (February) ETF

Purchased Options

    666,628        
 

Written Options

          1,513  

TrueShares Structured Outcome (March) ETF

Purchased Options

    939,923        
 

Written Options

          8,916  

TrueShares Structured Outcome (April) ETF

Purchased Options

    825,917        
 

Written Options

          24,912  

TrueShares Structured Outcome (May) ETF

Purchased Options

    601,699        
 

Written Options

          43,647  

TrueShares Structured Outcome (June) ETF

Purchased Options

    452,137        
 

Written Options

          46,122  

 

46

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

The following is a summary of the effect of derivative instruments on the Funds’ Statements of Operations for the year or period ended December 31, 2021:

 

     

Net Realized Gain (Loss)

   

Change in Unrealized
Appreciation/Depreciation

 
     

Purchased
Options

   

Written
Options

   

Purchased
Options

   

Written
Options

 

TrueShares Structured Outcome (July) ETF

Equity Risk Contracts

  $ 354,228     $ 454,284     $ 78,509     $ 108,238  

TrueShares Structured Outcome (August) ETF

Equity Risk Contracts

    (628 )     542,099       67,512       129,879  

TrueShares Structured Outcome (September) ETF

Equity Risk Contracts

    67,261       759,384       222,236       82,543  

TrueShares Structured Outcome (October) ETF

Equity Risk Contracts

    585,222       259,835       132,511       41,439  

TrueShares Structured Outcome (November) ETF

Equity Risk Contracts

          126,135       63,833       67,840  

TrueShares Structured Outcome (December) ETF

Equity Risk Contracts

    86,545       211,005       3,388       66,808  

TrueShares Structured Outcome (January) ETF

Equity Risk Contracts

    112,522       185,982              

TrueShares Structured Outcome (February) ETF

Equity Risk Contracts

                332,920       135,397  

TrueShares Structured Outcome (March) ETF

Equity Risk Contracts

    154,139       136,153       619,884       308,952  

TrueShares Structured Outcome (April) ETF

Equity Risk Contracts

                429,295       252,705  

TrueShares Structured Outcome (May) ETF

Equity Risk Contracts

    115,747       62,481       354,866       207,382  

TrueShares Structured Outcome (June) ETF

Equity Risk Contracts

    21,757       12,865       249,673       128,811  

 

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 0.79% of the Structured Outcome ETF’s average daily net assets, respectively. 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.

 

47

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

SpiderRock Advisors, LLC (the “Sub-Adviser”), an Illinois limited liability company serves as the sub-adviser to the Structured Outcome ETFs. Pursuant to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser, the 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 Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly at an annual rate based on the Fund assets under management of the Structured Outcome ETFs which is 0.34% on average daily assets less than $150 million and 0.39% on average daily assets greater than $150 million.

 

Distribution Agreement and 12b-1 Plan

 

Foreside Fund Services, LLC (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 Custodian.

 

4. CREATION AND REDEMPTION TRANSACTIONS

 

Shares of the Structured Outcome ETFs are listed and traded on the Cboe BZX 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 each Fund for each creation order is $250.

 

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

 

48

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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.

 

5. FEDERAL INCOME TAX

 

The tax character of distributions paid was as follows:

 

   

Period Ended December 31, 2021

   

Period Ended December 31, 2020

 
   

Ordinary
Income
(1)

   

Long-Term
Capital Gain

   

Ordinary
Income
(1)

   

Long-Term
Capital Gain

 

TrueShares Structured Outcome (July) ETF

  $     $     $     $  

TrueShares Structured Outcome (August) ETF

                       

TrueShares Structured Outcome (September) ETF

    12,776                    

TrueShares Structured Outcome (October) ETF

                       

TrueShares Structured Outcome (November) ETF

    69,396                    

TrueShares Structured Outcome (December) ETF

    24,407                    

TrueShares Structured Outcome (January) ETF

    98,735                    

TrueShares Structured Outcome (February) ETF

                       

TrueShares Structured Outcome (March) ETF

    139,114                    

TrueShares Structured Outcome (April) ETF

                       

TrueShares Structured Outcome (May) ETF

    102,682                    

TrueShares Structured Outcome (June) ETF

    13,047                    

 

(1)

Ordinary income includes short-term capital gains.

 

49

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

At December 31, 2021, the Funds’ fiscal 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:

 

   

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

   

TrueShares
Structured
Outcome
(December)
ETF

 

Federal Tax Cost of Investments*

  $ 13,833,381     $ 17,406,867     $ 24,753,400     $ 7,709,524     $ 13,118,706     $ 6,018,439  

Gross Tax Unrealized Appreciation

  $ 1,109,553     $ 1,140,463     $ 1,108,571     $ 484,508     $ 266,814     $ 170,942  

Gross Tax Unrealized Depreciation

    (9,923 )     (8 )     (518 )     (421 )     (13 )     (3,860 )

Net Tax Unrealized Appreciation (Depreciation)

    1,099,630       1,140,455       1,108,053       484,087       266,801       167,082  

Undistributed Ordinary Income

                                  78,840  

Other Accumulated Gain (Loss)

                      (74,732 )            

Total Distributable Earnings / (Accumulated Losses)

  $ 1,099,630     $ 1,140,455     $ 1,108,053     $ 409,355     $ 266,801     $ 245,922  
                                                 

 

   

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

 

Federal Tax Cost of Investments*

  $ 5,899,251     $ 3,302,390     $ 4,926,949     $ 5,802,319     $ 4,957,589     $ 3,737,364  

Gross Tax Unrealized Appreciation

  $     $ 468,339     $ 928,897     $ 683,191     $ 562,377     $ 378,530  

Gross Tax Unrealized Depreciation

    (9,920 )                 (1,375 )            

Net Tax Unrealized Appreciation (Depreciation)

    (9,920 )     468,339       928,897       681,816       562,377       378,530  

Undistributed Ordinary Income

                27,470                    

Other Accumulated Gain (Loss)

                      (127 )           (16 )

Total Distributable Earnings / (Accumulated Losses)

  $ (9,920 )   $ 468,339     $ 956,367     $ 681,689     $ 562,377     $ 378,514  
                                                 

 

*

Includes written option premiums.

 

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 31 as well as certain specified ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Funds’ carryforward losses and post-October losses are determined only at the end of each fiscal year. During the fiscal

 

50

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

period ended December 31, 2021, AUGZ utilized $5,763 of capital carryforward losses. At December 31, 2021, the Funds had carryforward losses and post-October losses which will be carried forward indefinitely to offset future realized capital gains as follows:

 

   

Indefinite Short-
Term Capital
Loss Carryover

   

Late-Year
Losses

   

Post-October
Losses

 

TrueShares Structured Outcome (July) ETF

  $     $     $  

TrueShares Structured Outcome (August) ETF

                 

TrueShares Structured Outcome (September) ETF

                 

TrueShares Structured Outcome (October) ETF

    74,732              

TrueShares Structured Outcome (November) ETF

                 

TrueShares Structured Outcome (December) ETF

                 

TrueShares Structured Outcome (January) ETF

                 

TrueShares Structured Outcome (February) ETF

                 

TrueShares Structured Outcome (March) ETF

                 

TrueShares Structured Outcome (April) ETF

    127              

TrueShares Structured Outcome (May) ETF

                 

TrueShares Structured Outcome (June) ETF

                16  

 

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, write-off of net operating losses, and the use of tax equalization. For the fiscal period ended December 31, 2021, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities.

 

   

Total
Distributable
Earnings
(Accumulated
Losses)

   

Paid-in
Capital

 

TrueShares Structured Outcome (July) ETF

  $ (1,789,063 )   $ 1,789,063  

TrueShares Structured Outcome (August) ETF

    (2,057,707 )     2,057,707  

TrueShares Structured Outcome (September) ETF

    (2,346,596 )     2,346,596  

TrueShares Structured Outcome (October) ETF

    (800,974 )     800,974  

TrueShares Structured Outcome (November) ETF

    (617,571 )     617,571  

TrueShares Structured Outcome (December) ETF

    (495,685 )     495,685  

TrueShares Structured Outcome (January) ETF

    (488,130 )     488,130  

TrueShares Structured Outcome (February) ETF

    18,329       (18,329 )

TrueShares Structured Outcome (March) ETF

    (79,691 )     79,691  

TrueShares Structured Outcome (April) ETF

    30,393       (30,393 )

TrueShares Structured Outcome (May) ETF

    (41,238 )     41,238  

TrueShares Structured Outcome (June) ETF

    (2,681 )     2,681  

 

51

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

6. INVESTMENT TRANSACTIONS

 

During the fiscal period ended December 31, 2021, 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 Structured Outcome (July) ETF

  $ 2,081,998     $ 1,040,965  

TrueShares Structured Outcome (August) ETF

    1,690,668        

TrueShares Structured Outcome (September) ETF

    1,648,738        

TrueShares Structured Outcome (October) ETF

    1,680,399       840,199  

TrueShares Structured Outcome (November) ETF

    1,036,167       518,089  

TrueShares Structured Outcome (December) ETF

    433,113        

TrueShares Structured Outcome (January) ETF

    311,845        

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

           

 

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the period ended December 31, 2021, were as follows:

 

   

Purchases

   

Sales

   

Creations
In-Kind

   

Redemptions
In-Kind

 

TrueShares Structured Outcome (July) ETF

  $ 8,639,489     $ 5,035,654     $     $ 5,008,302  

TrueShares Structured Outcome (August) ETF

    15,850,542       9,014,148             9,033,306  

TrueShares Structured Outcome (September) ETF

    17,950,249       10,074,856             10,069,788  

TrueShares Structured Outcome (October) ETF

    3,032,770       3,908,050             874,575  

TrueShares Structured Outcome (November) ETF

    4,892,312       2,852,171             2,847,350  

TrueShares Structured Outcome (December) ETF

    5,652,017       3,063,384             3,097,808  

TrueShares Structured Outcome (January) ETF

    3,470,196                   1,947,336  

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

                       

 

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.

 

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities

 

52

 

 

TrueShares Structured Outcome ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.

 

A complete description of principal risks is included in the prospectus under the heading “Principal Investment Risks.”

 

8. SUBSEQUENT EVENTS

 

Management has evaluated the Funds’ related events and transactions that occurred subsequent to December 31, 2021, through the date of issuance of the Funds’ financial statements. Management has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

53

 

 

TrueShares Structured Outcome ETFs

Report of Independent Registered Public Accounting Firm

 

 

 

To the Shareholders of TrueShares Structured Outcome 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 written options, of 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, TrueShares Structured Outcome (December) ETF, 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, and TrueShares Structured Outcome (June) ETF, (“TrueShares Structured Outcome ETFs” or the “Funds”), each a series of Listed Funds Trust, as of December 31, 2021, 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, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statement(s) of
Changes in Net Assets

Financial Highlights

TrueShares Structured Outcome (July) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from July 1, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (August) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from August 3, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (September) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from September 1, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (October) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from October 1, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (November) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from November 2, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (December) ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from December 1, 2020 (commencement of operations) through December 31, 2020

TrueShares Structured Outcome (January) ETF

For the period from January 4, 2021 (commencement of operations) through December 31, 2021

TrueShares Structured Outcome (February) ETF

For the period from February 1, 2021 (commencement of operations) through December 31, 2021

TrueShares Structured Outcome (March) ETF

For the period from March 1, 2021 (commencement of operations) through December 31, 2021

TrueShares Structured Outcome (April) ETF

For the period from April 1, 2021 (commencement of operations) through December 31, 2021

TrueShares Structured Outcome (May) ETF

For the period from May 3, 2021 (commencement of operations) through December 31, 2021

TrueShares Structured Outcome (June) ETF

For the period from June 1, 2021 (commencement of operations) through December 31, 2021

 

54

 

 

TrueShares Structured Outcome ETFs

Report of Independent Registered Public Accounting Firm

(Continued)

 

 

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.

 

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, 2021, 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
March 1, 2022

 

55

 

 

TrueShares Structured Outcome ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited)

 

 

Each Fund’s 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 and Year of Birth

Position Held with the Trust

Term of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Independent Trustees

         

John L. Jacobs
Year of birth: 1959

Trustee and Audit Committee Chair

Indefinite term; since 2017

Chairman of Alerian, Inc. (since June 2018); Executive Director of Center for Financial Markets and Policy (since 2016); Founder and CEO of Q3 Advisors, LLC (financial consulting firm) (since 2015); Distinguished Policy Fellow and Executive Director, Center for Financial Markets and Policy, Georgetown University (since 2015); Senior Advisor, Nasdaq OMX Group (2015–2016); Executive Vice President, Nasdaq OMX Group (2013–2015).

45

Director, tZERO Group, Inc. (since 2020); Independent Trustee, Procure ETF Trust II (since 2018) (1 portfolio); Horizons ETF Trust I (2015-2019).

Koji Felton
Year of birth: 1961

Trustee

Indefinite term; since 2019

Counsel, Kohlberg Kravis Roberts & Co. L.P. (investment firm) (2013–2015); Counsel, Dechert LLP (law firm) (2011–2013).

45

Independent Trustee, Series Portfolios Trust (since 2015) (8 portfolios).

Pamela H. Conroy

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).

45

Independent Trustee, Frontier Funds, Inc. (since 2020) (7 portfolios).

 

56

 

 

TrueShares Structured Outcome ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited) (Continued)

 

 

Name and Year of Birth

Position Held with the Trust

Term of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Interested Trustee

 

       

Paul R. Fearday, CPA
Year of birth: 1979

Trustee and Chairman

Indefinite term; since 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2008).

45

None.

 

Name and Year of Birth

Position(s)
Held with
the Trust

Term of Office
and Length of
Time Served

Principal Occupation(s) During Past 5 Years

Officers

     

Gregory Bakken

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

Year of birth: 1980

Treasurer and Principal Financial Officer

Indefinite term, September 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2005).

Kacie M. Gronstal

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).

Kent Barnes

Year of birth: 1968

Secretary

Indefinite term, February 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2018); Chief Compliance Officer, Rafferty Asset Management, LLC (2016 to 2018); Vice President, U.S. Bancorp Fund Services, LLC (2007 to 2016).

Alia Vasquez
Year of birth: 1980

Assistant Secretary

Indefinite term, June 2021 (Resigned, effective January 26, 2022)

Vice President, U.S. Bancorp Fund Services, LLC (since 2017, and 2015 to 2016); Corporate Counsel, Johnson Outdoors (2017); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2010 to 2015); Secretary, Series Portfolios Trust (2015 to 2017).

Steve Jensen

Year of birth: 1957

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term, February 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2011).

 

 

57

 

 

TrueShares Structured Outcome 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

 

The percent of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the fiscal period ended December 31, 2021, was as follows:

 

TrueShares Structured Outcome (July) ETF

0.00%

TrueShares Structured Outcome (August) ETF

0.00%

TrueShares Structured Outcome (September) ETF

100.00%

TrueShares Structured Outcome (October) ETF

0.00%

TrueShares Structured Outcome (November) ETF

100.00%

TrueShares Structured Outcome (December) ETF

100.00%

TrueShares Structured Outcome (January) ETF

100.00%

TrueShares Structured Outcome (February) ETF

0.00%

TrueShares Structured Outcome (March) ETF

100.00%

TrueShares Structured Outcome (April) ETF

0.00%

TrueShares Structured Outcome (May) ETF

100.00%

TrueShares Structured Outcome (June) ETF

100.00%

 

58

 

 

TrueShares Structured Outcome 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.

 

59

 

 

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Investment Adviser:

 

TrueMark Investments, LLC
433 W. Van Buren St., 1150-E
Chicago, IL 60607

 

Investment Sub-Adviser:

 

SpiderRock Advisors, LLC
300 South Riverside Plaza, Suite 2340
Chicago, IL 60606

 

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 two fiscal years. “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 those fiscal years. “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  12/31/2021 FYE  12/31/2020
Audit Fees $121,000 $100,000
Audit-Related Fees $0 $0
Tax Fees    $ 48,000 $24,000
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  12/31/2021 FYE  12/31/2020
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  12/31/2021 FYE  12/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

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 6/23/2022  

 

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 6/23/2022  
       
  By (Signature and Title)* /s/ Travis G. Babich  
    Travis G. Babich, Treasurer/Principal Financial Officer  
       
  Date 6/23/2022  

 

*Print the name and title of each signing officer under his or her signature.

Listed Funds Trust

 

Code of Ethics

For Principal Executive Officer & Principal Financial Officer

 

I. Introduction/Covered Persons

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

 

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

 

II. Code of Ethics Requirements

This Code of Ethics requires each Covered Person to:

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

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

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

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

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

 

III. Conflicts of Interest

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

 

 

 

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

 

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

 

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

 

Each Covered Person must:

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

not cause the Trust to take action, or fail to take action, for the individual personal

benefit of the Covered Person rather than for the benefit of the Trust.

 

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

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

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

 

 

 

IV. Accurate, Complete, Timely and Understandable Information

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

 

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

 

V. Waivers

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

 

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

 

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

 

VI. Amendments

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

 

 

 

VII. Violations

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

 

VIII. Disclosure

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

 

IX. Acknowledgement

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

 

X. Confidentiality

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

 

XI. Internal Use

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

 

Adopted: March 19, 2019

 

Amended: June 16, 2022

 

 

 

Appendix A

 

ACKNOWLEDGMENT OF RECEIPT OF

THE CODE OF ETHICS (SARBANES-OXLEY)

 

I acknowledge that I have received, read and understand the Code of Ethics dated _____________ and represent:

 

1. In accordance with the Code of Ethics, I will report all violations of the Code of Ethics to the Chief Compliance Officer;

2. I do not currently know of any violations of the Code of Ethics; and

3. I will comply with the Code of Ethics in all other respects.

 

Signature

Print Name

Title

Dated:    

 

 

 

Appendix B

 

ANNUAL CERTIFICATION OF COMPLIANCE WITH

THE CODE OF ETHICS (SARBANES-OXLEY)

 

I certify that during the past year:

 

1. I have reported all violations of the Code of Ethics of which I was aware;

2. I have complied with the Code of Ethics in all other respects; and

3. I have read and understand the Code of Ethics and recognize that I am subject thereto.

 

Signature

Print Name

Title

Dated:    

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Gregory C. Bakken, certify that:

 

1.I have reviewed this report on Form N-CSR of Listed Funds Trust.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 6/23/2022   /s/ Gregory C. Bakken  
      Gregory C. Bakken  
      President/Principal Executive Officer  

 

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Travis G. Babich, certify that:

 

1.I have reviewed this report on Form N-CSR of Listed Funds Trust.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 6/23/2022   /s/ Travis G. Babich  
      Travis G. Babich  
      Treasurer/Principal Financial Officer  

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Listed Funds Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the Listed Funds Trust, for the year ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Listed Funds Trust for the stated period.

 

/s/ Gregory C. Bakken   /s/ Travis G. Babich  
Gregory C. Bakken   Travis G. Babich  
President/Principal Executive Officer   Treasurer/Principal Financial Officer  
Listed Funds Trust   Listed Funds Trust  
       
Dated: 6/23/2022      

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Listed Funds Trust for purposes of Section 18 of the Securities Exchange Act of 1934.