November 30, 2022


Table of Contents


Management Discussion of Fund Performance (Unaudited)


Shareholder Expense Example (Unaudited)


Performance Overview (Unaudited)


Schedule of Investments


Statement of Assets and Liabilities


Statement of Operations


Statement of Changes in Net Assets


Financial Highlights


Notes to Financial Statements


Report of Independent Registered Public Accounting Firm


Trustees and Officers of the Trust (Unaudited)


Supplemental Information (Unaudited)


Privacy Policy (Unaudited)




Management Discussion of Fund Performance

November 30, 2022 (Unaudited)

The BAD Investment Co., Betting, Alcohol & Drug ETF (“BAD ETF”) is a multi-sector, rules-based fund that is designed to offer investors equally weighted exposure to the B.A.D. market segments — betting, (casinos, gaming, and online gaming operations); alcohol/cannabis (alcoholic beverage manufacturing and distribution and/or cannabis cultivation and sales); and drugs (pharmaceutical and biotechnology product development and manufacturing) — by seeking investment results that closely track the performance, before fees and expenses, of the EQM BAD Index (BADIDX).

The following information pertains to the funds fiscal period starting with the fund’s inception, December 22, 2021, and ending November 30, 2022 (the “current fiscal period”).

The fund had negative performance during the fiscal period. The market price and NAV for BAD decreased by 10.52% and 10.43%, respectively. The EQM BAD Index decreased 9.79% over the same period.

For the current fiscal period, the largest positive contributors to returns were Vertex Pharmaceuticals, MGP Ingredients, and Merk & Company, Inc. which added 48.81%, 47.95%, and 44.00%, respectively. The worst performers were Canopy Growth, Draftkings, and Tilray Brands which returned -55.64%, -44.87%, and 44.40%.

The sector performance of the casinos, gaming and online gaming operators varied amongst the positions held in the fund but overall created negative performance which was primarily due to China’s zero-COVID policy causing a slower reopening in Macau and strong competition and advertisement budgets amongst the online operators to attract consumers in new legal markets.

The performance in the Alcohol sector was also mixed but overall increased the performance in the fund. The mixed results were primarily due to individual companies having an oversupply of inventory, primarily in the seltzer and ready to drink categories. The strong performers in the alcohol sector may have benefited being categorized as consumer staples with recession fears, in addition to the return of major events and global reopening from the pandemic.

The overall performance in the pharmaceutical sector primarily had a positive impact as the demand for household medicines and vaccines remained strong. Fears of a recession may have also played a roll in several of the holdings as pharmaceutical companies are categorized as a consumer staple.

The biotech holdings had a mixed or weak year overall as inflation pressures and rising interest rates negatively impacted the value of the biotech companies focused on growth. Despite several breakthroughs among some holdings in the second half of the fiscal year, the biotech industry as a whole lagged as valuations decreased.

The cannabis sector was the worst performer among the different sectors in the fund which can largely be attributed to the lack of progress in federal banking laws that would allow cannabis companies to do business more efficiently across state lines and international borders.

Table Performance from December 22, 2021 (inception) through November 30, 2022:

Data as of 11/30/2022

1 Month

3 Month

6 Month

Calendar YTD

1 Year








BAD ETF Market






S&P 500 Index














Thomas Mancuso
The BAD Investment Company



Shareholder Expense Example


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 Fund and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (June 1, 2022 to November 30, 2022).


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


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

Account Value

Account Value


Paid During
the Period




$ 1,000.00

$ 1,042.60



Hypothetical (5% return before expenses)

$ 1,000.00

$ 1,021.31




Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 183/365 (to reflect the six-month period).



Performance Overview

November 30, 2022 (Unaudited)

Hypothetical Growth of $10,000 Investment
(Since Commencement through 11/30/2022)


Total Returns

Since Commencement 1



B.A.D. ETF —Market


S&P 500 Index





The Fund commenced operations on December 22, 2021.

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 (800) 617-0004. You cannot invest directly in an index. Shares are bought and sold at market price (closing price), not net asset value (“NAV”), and are not individually redeemed from the Fund. Market performance is determined using the bid/ask midpoint at 4:00 p.m. 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.

The S&P 500 Index is a market-value weighted index consisting of 500 stocks chosen for market size, liquidity, and industry group representation, with each stock’s weight in the Index proportionate to its market value.

The EQM BAD Index is a rules-based index that seeks to provide exposure to a portfolio of (i) betting or gambling companies, (ii) alcohol and cannabis companies, and/or (iii) pharmaceutical companies.



Schedule of Investments

November 30, 2022








Beverages-Wine/Spirits — 11.8%


Brown-Forman Corp. - Class B

    2,894     $ 211,320  

Cia Cervecerias Unidas SA - ADR (b)

    19,077       232,358  

Diageo PLC - ADR (b)

    1,198       223,487  

MGP Ingredients, Inc.

    1,828       228,610  

The Duckhorn Portfolio, Inc. (a)

    11,474       184,272  

Brewery — 12.6%


Ambev SA - ADR (b)

    71,708       218,709  

Anheuser-Busch InBev SA/NV - ADR (b)

    4,280       252,049  

Constellation Brands, Inc. - Class A

    848       218,233  

Molson Coors Beverage Co. - Class B

    4,075       224,573  

The Boston Beer Co., Inc. - Class A (a)

    615       236,388  

Casino Hotels — 10.1%


Boyd Gaming Corp.

    2,623       160,869  

Las Vegas Sands Corp. (a)

    3,839       179,819  

Melco Resorts & Entertainment, Ltd. - ADR (a)(b)

    27,304       232,903  

MGM Resorts International

    4,237       156,176  

Wynn Resorts, Ltd. (a)

    2,332       195,095  

Casino Services — 5.3%


Caesars Entertainment, Inc. (a)

    3,120       158,527  

Everi Holdings, Inc. (a)

    7,865       131,503  

Light & Wonder, Inc. (a)

    3,022       195,735  

Consumer Products-Misc — 2.3%


Cronos Group, Inc. (a)(b)

    68,662       213,539  

Gambling (Non-Hotel) — 10.7%


Bally’s Corp. (a)

    5,962       149,050  

Golden Entertainment, Inc. (a)

    3,636       161,111  

International Game Technology PLC (b)

    8,147       199,927  

Monarch Casino & Resort, Inc. (a)

    2,416       204,997  

Red Rock Resorts, Inc. - Class A

    3,723       167,758  

Rush Street Interactive, Inc. (a)

    28,242       99,694  

Internet Gambling — 4.4%


DraftKings, Inc. - Class A (a)

    8,559       131,124  

Sportradar Holding AG - Class A (a)(b)

    13,322       152,803  

Super Group SGHC, Ltd. (a)(b)

    35,939       114,645  

Medical-Biomedical/Genetics — 15.4%


Alnylam Pharmaceuticals, Inc.

    540       119,119  

Amgen, Inc.

    507       145,205  

Biogen, Inc. (a)

    600       183,102  

BioNTech SE - ADR (a)(b)

    855       142,802  

Gilead Sciences, Inc.

    1,914       168,107  

Moderna, Inc. (a)

    884       155,504  

Regeneron Pharmaceuticals, Inc. (a)

    175       131,548  

Royalty Pharma PLC - Class A (b)

    2,895       127,293  

Seagen, Inc. (a)

    813       98,690  

Vertex Pharmaceuticals, Inc. (a)

    430       136,052  

Medical-Drugs — 23.7%


AbbVie, Inc.

    889       143,289  

AstraZeneca PLC - ADR (b)

    2,043       138,863  

Bristol-Myers Squibb Co.

    1,794       144,022  

Canopy Growth Corp. (a)(b)

    60,548       219,184  

Eli Lilly & Co.

    395       146,577  

GlaxoSmithKline PLC - ADR (b)

    3,929       135,904  

Johnson & Johnson

    754       134,212  

Merck & Co., Inc.

    1,426       157,031  

Novartis AG - ADR (b)

    1,532       137,206  

Novo Nordisk A/S - ADR (b)

    1,177       146,654  

Pfizer, Inc.

    2,653       132,995  

Sanofi - ADR (b)

    3,097       140,449  

Takeda Pharmaceutical Co., Ltd. - ADR (a)(b)

    9,203       135,560  

Tilray Brands, Inc. (a)

    64,548       249,801  

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



Schedule of Investments

November 30, 2022 (Continued)






Racetracks — 3.5%


Churchill Downs, Inc.

    719     $ 159,589  

Penn National Gaming, Inc. (a)

    4,495       158,179  

TOTAL COMMON STOCKS (Cost $9,697,890)




Money Market Fund — 0.1%


First American Government Obligations Fund - Class X, 3.66% (c)

    7,898       7,898  



TOTAL INVESTMENTS (Cost $9,705,788) — 99.9%


Other assets and liabilities, net — 0.1%


NET ASSETS — 100.0%

          $ 9,138,750  

Percentages are stated as a percent of net assets

ADR American Depositary Receipt

PLC Public Limited Company


Non-income producing security.


Foreign issued security, or represents a foreign issued security.


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

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



Statement of Assets and Liabilities

November 30, 2022



Investments, at value (cost $9,705,788)

  $ 9,130,109  

Dividends and interest receivable


Total Assets




Payable to Adviser


Total liabilities


Net Assets

  $ 9,138,750  

Net Assets Consists of:


Paid-in capital

  $ 10,057,777  

Total accumulated earnings (accumulated losses)

    (919,027 )

Net Assets

  $ 9,138,750  

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


Net Asset Value, redemption price and offering price per share

  $ 13.44  

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



Statement of Operations

For the Period Ended November 30, 2022 (1)

Investment Income


Dividend income (Net of withholding tax and issuance fees of $7,227)

  $ 87,152  

Interest income


Total investment income




Investment advisory fees


Total expenses


Net investment income


Realized and Unrealized Gain (Loss) on Investments


Net realized loss on investments

    (302,799 )

Net change in unrealized appreciation/depreciation on investments

    (575,679 )

Net realized and unrealized loss on investments

    (878,478 )

Net decrease in net assets from operations

  $ (847,342 )


The Fund commenced operations on December 22, 2021.

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



Statement of Changes in Net Assets


Period Ended
November 30,


From Operations


Net investment income

  $ 31,136  

Net realized loss on investments

    (302,799 )

Net change in net unrealized appreciation/depreciation on investments

    (575,679 )

Net decrease in net assets resulting from operations

    (847,342 )

From Capital Share Transactions


Proceeds from shares sold


Cost of shares redeemed

    (788,068 )

Net increase in net assets resulting from capital share transactions


Total Increase in Net Assets


Net Assets


Beginning of period


End of period

  $ 9,138,750  

Changes in Shares Outstanding


Shares outstanding, beginning of period


Shares sold


Shares redeemed

    (60,000 )

Shares outstanding, end of period



The Fund commenced operations on December 22, 2021.

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



Financial Highlights

For a Share Outstanding Throughout the Period


Period Ended
November 30,


Net Asset Value, Beginning of Period

  $ 15.00  

Income (Loss) from investment operations:


Net investment income (loss) (2)


Net realized and unrealized gain (loss)

    (1.61 )

Total from investment operations

    (1.56 )

Net Asset Value, End of Period

  $ 13.44  

Total return, at NAV (3)(4)

    -10.43 %

Total return, at Market (3)(4)

    -10.52 %

Supplemental Data and Ratios:


Net assets, end of period (000’s)

  $ 9,139  

Ratio of expenses to average net assets (5)

    0.75 %

Ratio of net investment income (loss) to average net assets (5)

    0.41 %

Portfolio turnover rate (4)(6)

    23 %


The Fund commenced operations on December 22, 2021.


Per share net investment income (loss) was calculated using average shares outstanding.


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.


Not annualized for periods less than one year.


Annualized for periods less than one year.


Excludes in-kind transactions associated with creations and redemptions of the Fund.

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



Notes to Financial Statements

November 30, 2022



B.A.D. ETF (the “Fund”) is a non-diversified series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Fund is a passively-managed exchange-traded fund (“ETF”) that seeks to provide investment results that, before fees and expenses, correspond generally to the EQM BAD Index (the “Index”). The Index is a rules-based index that seeks to provide exposure to a portfolio of betting or gambling companies, alcohol companies and Canadian cannabis companies, and/or pharmaceutical companies.

Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Thematic Investments, LLC (“Thematic” or the “Adviser”), the Fund’s Investment Adviser.



The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

Share Transactions

The net asset value (“NAV”) per share of the Fund is equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading.

Fair Value Measurement

In calculating the NAV, the Fund’s exchange-traded equity securities will be valued at fair value, which will generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation. Such valuations are typically categorized as Level 1 in the fair value hierarchy described below.

Securities listed on the NASDAQ Stock Market, Inc. are generally valued at the NASDAQ official closing price.

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

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



Notes to Financial Statements

November 30, 2022 (Continued)

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.

FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated into fair value measurements. Under ASC 820, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the following hierarchy:


Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.


Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.


Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Board, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The hierarchy classification of inputs used to value the Fund’s investments at period end November 30, 2022, are as follows:


Level 1


Level 2


Level 3




Investments - Assets:


Common Stocks *

  $ 9,122,211     $     $     $ 9,122,211  

Money Market Funds

    7,898                   7,898  

Total Investments - Assets

  $ 9,130,109     $     $     $ 9,130,109  


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.



Notes to Financial Statements

November 30, 2022 (Continued)

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 Fund’s understanding of the applicable tax rules and regulations.

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

The Fund is treated as a separate entity for Federal income tax purposes. The Fund intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Fund will not be subject to Federal income tax.

Distributions to shareholders are recorded on the ex-dividend date. The Fund generally pays out dividends from net investment income, if any, annually, and distributes its net capital gains, if any, to shareholders at least annually. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital.

Management evaluates the Fund’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as income tax expense. The Fund’s Federal income tax returns are subject to examination by the Internal Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

The Fund recognized no interest or penalties related to uncertain tax benefits in the fiscal year 2022. At November 30, 2022, the Fund’s fiscal period end, the tax periods since the commencement of operation are open to examination in the Fund’s major tax jurisdictions.


In the normal course of business, the Fund expects to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.



Investment Advisory Agreement

The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.

Pursuant to the Advisory Agreement between the Trust, on behalf of the Fund, and Thematic, the Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.75% of the Fund’s average daily net assets. Thematic has agreed to pay all expenses of the Fund except the fee paid to Thematic under the Advisory Agreement, interest



Notes to Financial Statements

November 30, 2022 (Continued)

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).

Toroso Investments, LLC (the “Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the Fund. Pursuant to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), the Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions as instructed by the Adviser or in connection with any rebalancing or reconstitution of the Fund’s Index, 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 average daily net assets of the Fund, and subject to a minimum annual fee as follows:

Minimum Annual Fee

Asset-Based Fee


3.5 bps (0.035%) on the first $500 million
3.25 bps (0.0325%) on the next $500 million
3 bps (0.03%) on the balance over $1 billion

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, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.

Administrator, Custodian and Transfer Agent

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accountant of the Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Fund’s administrative, custody and transfer agency fees.

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



Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the “Exchange”). The Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares called “Creation Units.” Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading. The NAV of the shares of the Fund will be equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to four decimal places.



Notes to Financial Statements

November 30, 2022 (Continued)

Creation Unit Transaction Fee

Authorized Participants may be required to pay to the Custodian a fixed transaction fee (the “Creation Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased by an investor on the applicable business day. The Creation Unit Transaction Fee charged by the Fund for each creation order is $500.

An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (1) creations effected outside the Clearing Process and (2) creations made in an all-cash amount (to offset the Trust’s brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders. Variable fees, if any, received by the Fund are displayed in the Capital Share Transactions section on the Statements of Changes in Net Assets.

Only “Authorized Participants” may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.

A Creation Unit will generally not be issued until the transfer of good title of the deposit securities to the Fund and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will be issued to such authorized participant notwithstanding the fact that the Fund’s deposits have not been received in part or in whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If the Fund or its agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be deemed rejected and the authorized participant shall be liable to the Fund for losses, if any.



At November 30, 2022, the Fund’s fiscal period end, the components of distributable earnings (accumulated losses) and the 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 for the Fund were as follows:

Federal Tax Cost of Investments

  $ 9,805,308  

Gross Tax Unrealized Appreciation

  $ 766,309  

Gross Tax Unrealized Depreciation

    (1,441,508 )

Net Tax Unrealized Appreciation (Depreciation)

    (675,199 )

Undistributed Ordinary Income


Other Accumulated Gain (Loss)

    (291,473 )

Total Distributable Earnings / (Accumulated Losses)

  $ (919,027 )

The primary reason for the difference between the book and tax cost of investments tax deferral of losses on wash sales.

Under current tax law, net capital losses realized after October 31 and net ordinary losses incurred after December 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses and post-October losses are determined only at the end of each fiscal year. The Funds did not defer any late year losses for the fiscal period ended November 30, 2022. At November 30, 2022, the Fund had short term capital losses in the amount of $291,473, which will carried forward indefinitely to offset future realized capital gains.



Notes to Financial Statements

November 30, 2022 (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. For the fiscal period ended November 30, 2022, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities.


Earnings (Losses)


Paid-In Capital



  $ (71,685 )   $ 71,685  



During the period ended November 30, 2022, the Fund realized net capital gains and losses resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated losses) to paid in-capital. The amount of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statement of Operations is as follows:


Realized Gains


Realized Losses



  $ 80,779     $ (7,247 )

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the period ended November 30, 2022, were as follows:











  $ 1,895,287     $ 2,036,050     $ 10,924,501     $ 782,677  



As with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.

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



Notes to Financial Statements

November 30, 2022 (Continued)



The beneficial ownership, either directly or indirectly, of 25% or more of the voting securities of a fund creates a presumption of control of a fund, under section 2(a)(9) of the 1940 Act. On November 30, 2022, Prime Capital Investment Advisors as a beneficial shareholder, owned approximately 78% of the outstanding shares of the Fund.



On December 27, 2022, the Fund paid a distribution to shareholders of record on December 23, 2022 as follows:

Ordinary Income Rate

Ordinary Income Distribution Paid



Other than as disclosed there were no other subsequent events requiring recognition or disclosure through the date the financial statements were issued.



Report of Independent Registered Public Accounting Firm

To the Shareholders of B.A.D. ETF and
Board of Trustees of Listed Funds Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of B.A.D. ETF (the “Fund”), a series of Listed Funds Trust, as of November 30, 2022, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period December 22, 2021 (commencement of operations) through November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations, the changes in net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Fund 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 audit 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 audit 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 November 30, 2022, by correspondence with the custodian. Our audit 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 audit provides a reasonable basis for our opinion.

We have served as the Fund’s auditor since 2021.

Cleveland, Ohio
January 27, 2023



Trustees and Officers of the Trust

November 30, 2022 (Unaudited)

The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and Officers, and is available, without charge upon request by calling 1-800-617-0004, or by visiting the Fund’s website at

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
by Trustee

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); Founder and CEO of Q3 Advisors, LLC (financial consulting firm) (since 2015); Executive Director of Center for Financial Markets and Policy (2016–2022); Distinguished Policy Fellow and Executive Director, Center for Financial Markets and Policy, Georgetown University (2015–2022); Senior Advisor, Nasdaq OMX Group (2015–2016); Executive Vice President, Nasdaq OMX Group (2013–2015)


Independent Trustee, SHP ETF Trust (since 2021) (2 portfolios); Director, tZERO Group, Inc. (since 2020); Independent Trustee, Procure ETF Trust II (since 2018) (1 portfolio); Independent Trustee, Horizons ETF Trust I (2015-2019)

Koji Felton
Year of birth: 1961


Indefinite term; since 2019

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


Independent Trustee, Series Portfolios Trust (since 2015) (10 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)


Independent Trustee, Frontier Funds, Inc. (since 2020) (6 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)




This Trustee is considered an “Interested Trustee” as defined in the 1940 Act because of his affiliation with U.S. Bancorp Fund Services, d/b/a U.S. Bank Global Fund Services and U.S. Bank N.A., which provide fund accounting, administration, transfer agency and custodian services to the Funds.



Trustees and Officers of the Trust
November 30, 2022 (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



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 G. Briody
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


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)

Christi C. James
Year of birth: 1974

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term, July 2022

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Principal Consultant, ACA Group (2021 to 2022); Lead Manager, Communications Compliance, T. Rowe Price Investment Services, Inc. (2018 to 2021); Compliance & Legal Manager, CR Group LP (2017 to 2018).

Joshua J. Hinderliter
Year of birth: 1983

Assistant Secretary

Indefinite term,
May 2022

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Managing Associate, Thompson Hine LLP (2016 to 2022)



Supplemental Information


Investors should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before investing. The prospectus contains this and other information relevant to an investment in the Fund. Please read the prospectus carefully before investing. A copy of the prospectus for the Fund may be obtained without charge by writing to the Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling 1-800-617-0004, or by visiting the Fund’s website at https://badinvestmentco.com.


The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available without charge, upon request, by calling toll-free at 1-800-617-0004. Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov.


The Fund is required to file a Form N-PX, with the Fund’s complete proxy voting record for the 12 months ended June 30, no later than August 31 of each year. The Fund’s proxy voting record will be available without charge, upon request, by calling toll-free 1-800-617-0004 and on the SEC’s website at www.sec.gov.


Information regarding how often shares of the Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available without charge, on the Fund’s website at https://badinvestmentco.com.



Privacy Policy


We are committed to respecting the privacy of personal information you entrust to us in the course of doing business with us.

The Fund collects 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 Fund. 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 Fund 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.





Investment Adviser:

Thematic Investments, LLC
6201 College Boulevard, 7th Floor
Overland Park, KS 66211

Investment Sub-Adviser:

Toroso Investments, LLC
898 North Broadway,
Suite 2,
Massapequa, NY, 11758

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


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


U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212

This information must be preceded or accompanied by a current prospectus for the Fund.