TrueShares ETFs

 

TrueShares Technology, AI & Deep Learning ETF (LRNZ)
TrueShares ESG Active Opportunities ETF (ECOZ)
TrueShares Low Volatility Equity Income ETF (DIVZ)
TrueShares Eagle Global Renewable Energy Income ETF (RNWZ)
RiverNorth Patriot ETF (FLDZ)
RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ)

 

 

 

ANNUAL REPORT

 

December 31, 2022

 

 

 

 

 

This report is submitted for the general information of shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.

 

 

TrueShares ETFs

Table of Contents

 

 

   

Shareholder Letter (Unaudited)

2

Shareholder Expense Example (Unaudited)

5

Performance Overviews (Unaudited)

7

Schedules of Investments

10

Statements of Assets and Liabilities

22

Statements of Operations

24

Statements of Changes in Net Assets

26

Financial Highlights

30

Notes to Financial Statements

34

Report of Independent Registered Public Accounting Firm

45

Board of Trustees and Officers (Unaudited)

47

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

49

Supplemental Information (Unaudited)

60

Privacy Policy (Unaudited)

61

 

 

1

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2022 (Unaudited)

 

Dear Shareholder,

 

At TrueShares, we strive to provide our investors with strategically positioned ETF portfolios developed to cultivate a variety of investment opportunities. An outsourced approach allows our team the flexibility to seek out partnerships with investment managers that possess industry specific investment acumen and the ability to become best-in-class Sub-Advisors. Regardless of near-term economic conditions, we maintain an unwavering long-term mindset in an effort to capitalize on the true potential of the investment themes represented by our ETFs. We thank you for your support and look forward to the road ahead.

 

As we reflect upon 2022, the markets seem to be left searching for direction. In the years since 2020, we’ve encountered a pandemic, unprecedented fiscal stimulus, a bull market, and a subsequent bear market. The resulting volatility, combined with macro headwinds ranging from supply chain issues, to inflation and finally a fed tightening cycle, have produced conflicting forecasts and a widespread, meaningful correction in the broader equity markets. Simply put, it’s been quite some time since investors have faced such a myriad of variables in play, at least for a prolonged period.

 

The most influential macro players of 2022 were inflation and the Federal Reserve. Economists, portfolio managers and investors alike expected a series of significant interest rate hikes to combat what seemed to be runaway inflation…and we most certainly got them! While these measures were intended to battle rising inflation, many wondered how effective they would prove to be in the near-term. As the portfolio manager of DIVZ, Austin Graff, often opines: “Inflation isn’t just a light switch that can be turned off, it takes time.” To his point, although we have seen mild relative improvement in CPI metrics, commodity prices, and other risk-off assets, the long-term effects have yet to be fully digested. As we enter 2023, there are certainly asset class specific reasons for both continued skepticism and focused optimism, but we feel that this will be a “stock-pickers market” for the foreseeable future.

 

A year in review suggests the aforementioned macroeconomic conditions had a material impact on portfolio performance and positioning across several strategies and asset classes. However, not all of these impacts produced negative results. In fact, the TrueShares Low Volatility Equity Income ETF (DIVZ) was able to adeptly navigate the turbulent economic waters of 2022, outperforming the S&P 500 Index (SPX) by over 22% (3.65% vs -19.44%). The Fund’s investment process relies on a backbone of identifying companies with proven business models and high levels of free cash flow that pay consistent (and growing) dividends. An approach that would seem to be well suited moving forward as the current market environment persists. The TrueShares Technology, AI & Deep Learning ETF (LRNZ) experienced underperformance (-18.9%) relative to the NASDAQ Composite Total Return Index (CCMP). Having faced a similar fate as its tech focused peers, LRNZ still remains firmly positioned, with high conviction, in companies with distinct competitive advantages in the AI & Deep Learning space, preparing for what many consider to be an inevitable wave of AI-centric initiatives in the year ahead. The TrueShares ESG Active Opportunities ETF (ECOZ) generally tracked the S&P 500 Total Return Index in the midst of growing interest across sectors. While government policy is always an unknown, ECOZ continues to shine amongst its peers (and broader index) on carbon intensity metrics.

 

The past year also saw the debut of the RiverNorth Patriot ETF (FLDZ) and RiverNorth Enhanced Pre-Merger SPAC ETF (SPCZ) in the TrueShares lineup. Since its inception on December 31, 2021, FLDZ has produced a net total return of -11.89% versus the S&P 900 gross total return of -17.82%, and consistently stayed atop the S&P 900 throughout 2022. We believe the portfolio’s tilt toward core and value stocks has been a strength in the Fund’s inaugural year, and that this tilt will likely add some protection to the portfolio should a US recession occur. Furthermore, over 100% of the sub-advisory fee was donated to Folds of Honor Foundation! SPCZ brings RiverNorth Capital’s approach to the widely covered segment of SPAC securities into the ETF world. Although the space has seen mixed performance, this uniquely constructed fund represents pre-merger opportunities to capture potential discount, equity upside, and interest income of SPACS. In 2022, increasing interest rates contributed to higher earnings on the underlying SPACs’ trust accounts, while the acquisition market remained relatively muted in the face of volatile equity markets.

 

2

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2022 (Unaudited) (Continued)

 

Lastly, TrueShares wrapped up 2022 with the recent listing of our newest fund, TrueShares Eagle Global Renewable Energy Income ETF (RNWZ). This fund aims to support global innovation within the development, production, transmission, storage, and sale of renewable energy. We are excited to onboard our latest partner, Eagle Global Advisors, and add a well-positioned industry to our ETF lineup.

 

As always, please don’t hesitate to contact us at any time; we would love to hear from you!

 

Wishing health, happiness, and success to all in 2023!

 

Sincerely,

 

 

Michael N. Loukas
Chief Executive Officer

 

Investment Risks

 

Investing involves risk including possible loss of principal.

 

LRNZ - TrueShares Technology, AI & Deep Learning ETF is subject to the following risks: Artificial Intelligence, Machine Learning and Deep Learning Investment Risk - the extent of such technologies’ versatility has not yet been fully explored. There is no guarantee that these products or services will be successful and the securities of such companies, especially smaller, start-up companies, are typically more volatile than those of companies that do not rely heavily on technology.

 

ECOZ - 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.

 

RNWZ - TrueShares Eagle Global Renewable Energy Income ETF is subject to the following risks: Associated Risk of Investing in Renewable Infrastructure Companies. Because the Fund invests in Renewable infrastructure Companies, the value of Fund shares may be affected by events that adversely affect companies in that industry. These can include contract counterparty defaults, adverse political and regulatory changes, poor weather conditions for renewable power generation, falling power prices, losses on financial hedges, technological obsolescence, competition and general economic conditions. Currency Exchange Rate Risk. Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of the Fund’s investment and the value of your Shares. Foreign Securities Risk. Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability.

 

3

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2022 (Unaudited) (Continued)

 

FLDZ - RiverNorth Patriot ETF is subject to the following risks: Equity Market Risk - The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, sectors or companies in which the Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

SPCZ - RiverNorth Enhanced Pre-Merger SPAC ETF is subject to the following risks: New Fund Risk – The Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Leverage Risk – The use of leverage is speculative could magnify the Fund’s gains or losses and increase risk. This is the speculative factor known as leverage. Borrowing also may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. Pre-Combination (Pre-Merger) SPAC Risk – The Fund invests in equity securities and warrants of SPACs. Pre-combination SPACs have no operating history or ongoing business other than seeking Combinations, and the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable Combination. There is no guarantee that the SPACs in which the Fund invests will complete a Combination or that any Combination that is completed will be profitable. Unless and until a Combination is completed, a SPAC generally invests its assets in U.S. government securities, money market securities, and cash. Public stockholders of SPACs may not be afforded a meaningful opportunity to vote on a proposed initial Combination because certain stockholders, including stockholders affiliated with the management of the SPAC, may have sufficient voting power, and a financial incentive, to approve such a transaction without support from public stockholders. Some SPACs may pursue Combinations only within certain industries or regions, which may increase the volatility of their prices. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. In addition, the Fund may invest in vehicles formed by SPAC sponsors to hold founder shares, which may be subject to forfeiture or expire worthless and which generally have more limited liquidity than SPAC shares issued in an IPO. Foreign Securities Risk – Foreign SPACs Investments in SPACs domiciled or listed outside of the U.S. may involve risks not generally associated with investments in the securities of U.S. SPACs, such as risks relating to political, social, and economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Further, tax treatment may differ from U.S. SPACs and securities may be subject to foreign withholding taxes. Small-Cap Risk – SPACs will have a more limited pool of companies with which they can pursue a business combination relative to larger capitalization companies. That may make it more difficult for a small capitalization SPAC to consummate a business combination.

 

4

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2022 (Unaudited)

 

As a shareholder of a fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of fund shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (July 1, 2022 to December 31, 2022).

 

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
(07/01/2022)

Ending
Account
Value
(12/31/2022)

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 846.80

0.68%

$ 3.17

TrueShares ESG Active Opportunities ETF

1,000.00

1,031.30

0.58

2.97

TrueShares Low Volatility Equity Income ETF

1,000.00

1,053.70

0.65

3.36

TrueShares Eagle Global Renewable Energy Income ETF

1,000.00

991.70

0.75

0.49(2)

RiverNorth Patriot ETF

1,000.00

1,055.60

0.70

3.63

RiverNorth Enhanced Pre-Merger SPAC ETF

1,000.00

1,020.20

0.89

4.29(3)

 

(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 24/365 (to reflect the period since the Fund’s inception).

 

(3)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 174/365 (to reflect the period since the Fund’s inception).

 

5

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2022 (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
(07/01/2022)

Ending
Value
(12/31/2022)

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

1,021.42

0.65

3.31

TrueShares Eagle Global Renewable Energy Income ETF

1,000.00

1,021.42

0.75

3.82(2)

RiverNorth Patriot ETF

1,000.00

1,021.68

0.70

3.57

RiverNorth Enhanced Pre-Merger SPAC ETF

1,000.00

1,020.72

0.89

4.53(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.

 

6

 

 

TrueShares ETFs

Performance Overviews

December 31, 2022 (Unaudited)

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2022)

 

 

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, 2022

Total Returns

1 Year

Since
Commencement
1

TrueShares Technology, AI & Deep Learning ETF — NAV

(51.44)%

(3.03)%

TrueShares Technology, AI & Deep Learning ETF — Market

(51.46)%

(3.05)%

NASDAQ Composite Total Return Index

(32.54)%

8.14%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2022

Total Returns

1 Year

Since
Commencement
1

TrueShares ESG Active Opportunities ETF — NAV

(22.61)%

9.42%

TrueShares ESG Active Opportunities ETF — Market

(22.70)%

9.38%

S&P 500 Total Return Index

(18.11)%

11.44%

  

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2022

Total Returns

1 Year

Since
Commencement
1

TrueShares Low Volatility Equity Income ETF — NAV

3.65%

12.04%

TrueShares Low Volatility Equity Income ETF — Market

3.54%

12.01%

S&P 500 Price Index

(19.44)%

1.22%

 

7

 

TrueShares ETFs

Performance Overviews

December 31, 2022 (Unaudited) (Continued)

 

Hypothetical Growth of $10,000 Investment
(Since Commencement through 12/31/2022)

 

 

1

The Fund has an inception date and commenced operations on December 8, 2022.

 

 

1

The Fund has an inception date and commenced operations on December 31, 2021.

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2022

Total Returns

Since
Commencement
1

TrueShares Eagle Global Renewable Energy Income ETF — NAV

(0.83)%

TrueShares Eagle Global Renewable Energy Income ETF — Market

(0.18)%

S&P Global Infrastructure Total Return Index

(1.58)%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2022

Total Returns

1 Year

Since
Commencement
1

RiverNorth Patriot ETF — NAV

(11.89)%

(11.89)%

RiverNorth Patriot ETF — Market

(11.90)%

(11.90)%

S&P 900 Total Return Index

(17.82)%

(17.82)%

     

 8

 

TrueShares ETFs

Performance Overviews

December 31, 2022 (Unaudited) (Continued)

 

Hypothetical Growth of $10,000
(Since Commencement through 12/31/2022)

 

 

1

The Fund has an inception date and commenced operations on July 11, 2022.

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2022

Total Returns

Since
Commencement
1

RiverNorth Enhanced Pre-Merger SPAC ETF — NAV

2.02%

RiverNorth Enhanced Pre-Merger SPAC ETF — Market

2.18%

ICE BofA 0-3 Year U.S. Treasury Index

(0.11)%

 

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.

 

The S&P Global Infrastructure Total Return Index is designed to track 75 companies from around the world chosen to represent the listed infrastructure industry while maintaining liquidity and tradability. To create diversified exposure, the index includes three distinct infrastructure clusters: energy, transportation, and utilities.

 

The S&P 900 Index is a stock market index that measures the stock performance of 900 large companies listed on stock exchanges in the United States.

 

The ICE BofA 0-3 Year U.S. Treasury Index tracks the performance of U.S. dollar denominated sovereign debt publicly issued by the U.S. government in its domestic market with maturities less than three years.

 

 

TrueShares Technology, AI & Deep Learning ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 99.1%

               

Auto Parts & Equipment — 5.9%

               

Mobileye Global, Inc. - Class A (a)

    24,157     $ 846,944  
                 

Biotechnology — 9.2%

               

Prime Medicine, Inc. (a)

    40,375       750,168  

Relay Therapeutics, Inc. (a)

    37,466       559,742  
              1,309,910  

Computers — 12.9%

               

Crowdstrike Holdings, Inc. - Class A (a)

    9,304       979,618  

Zscaler, Inc. (a)

    7,715       863,309  
              1,842,927  

Internet — 8.3%

               

Amazon.com, Inc. (a)

    6,558       550,872  

Okta, Inc. (a)

    9,389       641,550  
              1,192,422  

Pharmaceuticals — 3.6%

               

AbCellera Biologics, Inc. (a)(b)

    50,081       507,321  
                 

Semiconductors — 14.0%

               

Advanced Micro Devices, Inc. (a)

    14,121       914,617  

NVIDIA Corp.

    7,473       1,092,104  
              2,006,721  

Software — 45.2% (c)

               

Datadog, Inc. - Class A (a)

    11,880       873,180  

Elastic N.V. (a)(b)

    11,573       596,009  

ROBLOX Corp. - Class A (a)

    15,474       440,390  

Samsara, Inc. - Class A (a)

    65,339       812,164  

Schrodinger, Inc. (a)

    19,482       364,119  

SentinelOne, Inc. (a)

    22,991       335,439  

ServiceNow, Inc. (a)

    1,770       687,238  

Snowflake, Inc. - Class A (a)

    9,806       1,407,553  

Twilio, Inc. - Class A (a)

    4,614       225,901  

UiPath, Inc. (a)

    27,976       355,575  

Unity Software, Inc. (a)

    12,859       367,639  
              6,465,207  

TOTAL COMMON STOCKS (Cost $27,841,225)

            14,171,452  

 

 

 

Shares

   

Value

 

MONEY MARKET FUNDS — 1.0%

               

First American Treasury Obligations Fund - Class X, 4.18% (d)

    136,736     $ 136,736  

MONEY MARKET FUNDS (Cost $136,736)

            136,736  
                 

TOTAL INVESTMENTS (Cost $27,977,961) — 100.1%

            14,308,188  

Other assets and liabilities, net — (0.1)%

            (8,316 )

TOTAL NET ASSETS — 100.0%

          $ 14,299,872  

 

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.

 

10 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 95.1%

               

Apparel — 1.8%

               

NIKE, Inc. - Class B

    1,016     $ 118,882  
                 

Auto Manufacturers — 2.2%

               

Tesla, Inc. (a)

    1,150       141,657  
                 

Banks — 3.5%

               

JPMorgan Chase & Co.

    912       122,299  

Truist Financial Corp.

    2,235       96,172  
              218,471  

Beverages — 1.8%

               

PepsiCo, Inc.

    640       115,622  
                 

Biotechnology — 1.6%

               

Amgen, Inc.

    184       48,326  

Gilead Sciences, Inc.

    601       51,596  
              99,922  

Chemicals — 1.8%

               

International Flavors & Fragrances, Inc.

    1,064       111,550  
                 

Commercial Services — 3.5%

               

Block, Inc. (a)

    818       51,403  

Moody’s Corp.

    192       53,495  

PayPal Holdings, Inc. (a)

    565       40,239  

S&P Global, Inc.

    232       77,707  
              222,844  

Computers — 2.8%

               

Apple, Inc.

    1,383       179,693  
                 

Cosmetics & Personal Care — 0.6%

               

Colgate-Palmolive Co.

    439       34,589  
                 

Distribution & Wholesale — 3.5%

               

WW Grainger, Inc.

    397       220,831  
                 

 

 

 

Shares

   

Value

 

Diversified Financial Services — 6.2%

               

American Express Co.

    1,152     $ 170,207  

BlackRock, Inc.

    136       96,374  

Mastercard, Inc. - Class A

    360       125,183  
              391,764  

Electric — 1.1%

               

Eversource Energy

    832       69,755  
                 

Energy, Alternate Sources — 4.6%

               

Enphase Energy, Inc. (a)

    1,103       292,251  
                 

Food — 2.9%

               

Sysco Corp.

    2,390       182,715  
                 

Healthcare Products — 4.1%

               

Abbott Laboratories

    1,273       139,763  

Thermo Fisher Scientific, Inc.

    222       122,253  
              262,016  

Healthcare Services — 1.8%

               

UnitedHealth Group, Inc.

    219       116,109  
                 

Insurance — 2.4%

               

The Allstate Corp.

    1,114       151,058  
                 

Internet — 7.4%

               

Alphabet, Inc. - Class A (a)

    1,867       164,725  

Amazon.com, Inc. (a)

    1,032       86,688  

Booking Holdings, Inc. (a)

    49       98,749  

Netflix, Inc. (a)

    152       44,822  

Uber Technologies, Inc. (a)

    3,043       75,253  
              470,237  

Machinery Diversified — 3.3%

               

Rockwell Automation, Inc.

    819       210,950  
                 

Media — 1.5%

               

The Walt Disney Co. (a)

    1,077       93,570  
                 

Miscellaneous Manufacturing — 1.6%

               

Illinois Tool Works, Inc.

    471       103,761  
                 

Pharmaceuticals — 8.3%

               

AbbVie, Inc.

    754       121,854  

AmerisourceBergen Corp.

    1,095       181,452  

Cardinal Health, Inc.

    1,277       98,163  

Johnson & Johnson

    264       46,636  

Merck & Co., Inc.

    449       49,816  

Zoetis, Inc.

    192       28,138  
              526,059  

 

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

 

11

 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

Real Estate — 0.5%

               

CBRE Group, Inc. - Class A (a)

    426     $ 32,785  
                 

Retail — 8.1%

               

Costco Wholesale Corp.

    383       174,840  

Starbucks Corp.

    1,264       125,389  

Target Corp.

    434       64,683  

The Home Depot, Inc.

    234       73,911  

Tractor Supply Co.

    336       75,590  
              514,413  

Semiconductors — 5.7%

               

Advanced Micro Devices, Inc. (a)

    941       60,949  

Lam Research Corp.

    194       81,538  

NVIDIA Corp.

    1,008       147,309  

QUALCOMM, Inc.

    656       72,121  
              361,917  

Software — 9.2%

               

Adobe, Inc. (a)

    243       81,777  

Electronic Arts, Inc.

    660       80,639  

Intuit, Inc.

    184       71,617  

Microsoft Corp.

    877       210,321  

MSCI, Inc.

    265       123,270  

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

    244       16,529  
              584,153  

Telecommunications — 1.8%

               

AT&T, Inc.

    2,876       52,947  

Verizon Communications, Inc.

    1,586       62,489  
              115,436  

Transportation — 1.5%

               

Expeditors International of Washington, Inc.

    926       96,230  
                 

TOTAL COMMON STOCKS (Cost $5,467,951)

            6,039,240  

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 3.6%

               

AvalonBay Communities, Inc.

    561     $ 90,613  

Prologis, Inc.

    1,222       137,756  

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $244,634)

            228,369  
                 

MONEY MARKET FUNDS — 2.1%

               

First American Treasury Obligations Fund - Class X, 4.18% (b)

    136,553       136,553  

TOTAL MONEY MARKET FUNDS (Cost $136,553)

            136,553  
                 

TOTAL INVESTMENTS (Cost $5,849,138) — 100.8%

            6,404,162  

Other assets and liabilities, net — (0.8)%

            (53,374 )

TOTAL NET ASSETS — 100.0%

          $ 6,350,788  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

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

 

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

 

12

 

 

TrueShares Low Volatility Equity Income ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 98.0%

               

Aerospace & Defense — 7.9%

               

Lockheed Martin Corp.

    7,040     $ 3,424,890  

Raytheon Technologies Corp.

    27,148       2,739,776  
              6,164,666  

Agriculture — 10.6%

               

Altria Group, Inc.

    63,227       2,890,106  

British American Tobacco PLC - ADR (a)

    57,301       2,290,894  

Philip Morris International, Inc.

    30,472       3,084,071  
              8,265,071  

Banks — 8.4%

               

JPMorgan Chase & Co.

    19,981       2,679,452  

The PNC Financial Services Group, Inc.

    14,962       2,363,098  

U.S. Bancorp

    35,862       1,563,942  
              6,606,492  

Electric — 8.6%

               

American Electric Power Co., Inc.

    35,547       3,375,187  

FirstEnergy Corp.

    80,389       3,371,515  
              6,746,702  

Healthcare Products — 2.5%

               

Medtronic PLC (a)

    25,390       1,973,311  
                 

Healthcare Services — 4.9%

               

UnitedHealth Group, Inc.

    7,170       3,801,390  
                 

Insurance — 1.2%

               

Aflac, Inc.

    12,579       904,933  
                 

Internet — 3.8%

               

Gen Digital, Inc.

    138,151       2,960,576  
                 

Oil & Gas — 15.8%

               

Chevron Corp.

    17,734       3,183,076  

Coterra Energy, Inc.

    95,687       2,351,030  

Devon Energy Corp.

    34,185       2,102,719  

Exxon Mobil Corp.

    42,680       4,707,604  
              12,344,429  

 

 

 

Shares

   

Value

 

Pharmaceuticals — 12.4%

               

AbbVie, Inc.

    22,479     $ 3,632,831  

Johnson & Johnson

    19,496       3,443,968  

Viatris, Inc.

    239,876       2,669,820  
              9,746,619  

Pipelines — 5.3%

               

Enbridge, Inc. (a)

    53,857       2,105,809  

Kinder Morgan, Inc.

    115,154       2,081,984  
              4,187,793  

Retail — 6.2%

               

Genuine Parts Co.

    19,879       3,449,206  

Target Corp.

    9,483       1,413,346  
              4,862,552  

Telecommunications — 8.5%

               

AT&T, Inc.

    181,997       3,350,565  

Verizon Communications, Inc.

    83,570       3,292,658  
              6,643,223  

Transportation — 1.9%

               

Union Pacific Corp.

    3,531       731,164  

United Parcel Service, Inc. - Class B

    4,458       774,979  
              1,506,143  

TOTAL COMMON STOCKS (Cost $71,892,466)

            76,713,900  
                 

MONEY MARKET FUNDS — 5.5%

               

First American Treasury Obligations Fund - Class X, 4.18% (b)

    4,294,571       4,294,571  

TOTAL MONEY MARKET FUNDS (Cost $4,294,571)

            4,294,571  
                 

TOTAL INVESTMENTS (Cost $76,187,037) — 103.5%

            81,008,471  

Other assets and liabilities, net — (3.5)%

            (2,737,169 )

TOTAL NET ASSETS — 100.0%

          $ 78,271,302  

 

Percentages are stated as a percent of net assets.

 

ADR — American Depositary Receipt

 

PLC — Public Limited Company

 

(a)

Foreign issued security.

 

(b)

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

 

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

 

13

 

 

TrueShares Eagle Global Renewable Energy Income ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 96.1%

               

Electric — 91.5% (c)

               

AGL Energy Ltd. (b)

    8,848     $ 48,615  

Atlantica Sustainable Infrastructure PLC (b)

    1,840       47,656  

Boralex, Inc. - Class A (a)(b)

    1,724       50,956  

Brookfield Renewable Corp. - Class A (b)

    2,112       58,164  

Clearway Energy, Inc. - Class C

    2,196       69,987  

EDP - Energias de Portugal SA (b)

    31,116       155,082  

Electric Power Development Co. Ltd. (b)

    3,114       49,733  

Endesa SA (b)

    3,316       62,597  

Enel SpA (b)

    21,654       116,592  

Fortum Oyj (b)

    5,284       87,898  

Iberdrola SA (b)

    10,066       117,772  

IDACORP, Inc.

    580       62,553  

Mercury NZ Ltd. (b)

    13,744       48,517  

National Grid PLC (b)

    5,060       61,014  

NextEra Energy, Inc.

    3,524       294,606  

Northland Power, Inc. (b)

    2,668       73,163  

Ormat Technologies, Inc.

    820       70,914  

Orsted AS (b)

    1,612       146,493  

PG&E Corp. (a)

    3,049       49,577  

RWE AG (b)

    5,152       229,366  

SSE PLC (b)

    5,627       116,464  

The AES Corp.

    6,168       177,392  

TransAlta Corp. (b)

    5,743       51,365  
              2,246,476  

Energy, Alternate Sources — 4.6%

               

Enviva, Inc.

    1,064       56,360  

NextEra Energy Partners LP

    792       55,511  
              111,871  

TOTAL COMMON STOCKS (Cost $2,389,180)

            2,358,347  

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 1.8%

               

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

    1,576     $ 45,673  

TOTAL REITS (Cost $50,744)

            45,673  
                 

MONEY MARKET FUNDS — 8.0%

               

First American Treasury Obligations Fund - Class X, 4.18% (d)

    196,750       196,750  

TOTAL MONEY MARKET FUNDS (Cost $196,750)

            196,750  
                 

TOTAL INVESTMENTS (Cost $2,636,674) — 105.9%

            2,600,770  

Other assets and liabilities, net — (5.9)%

            (145,501 )

TOTAL NET ASSETS — 100.0%

          $ 2,455,269  

 

Percentages are stated as a percent of net assets.

 

PLC — Public Limited Company

 

(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.

 

COUNTRY

 

Percentage of
Net Assets

 

United States

    35.9 %

Canada

    9.5 %

Germany

    9.3 %

United Kingdom

    9.2 %

Spain

    7.4 %

Portugal

    6.3 %

Denmark

    6.0 %

Italy

    4.7 %

Finland

    3.6 %

Japan

    2.0 %

Australia

    2.0 %

New Zealand

    2.0 %

Total Country

    97.9 %

MONEY MARKET FUNDS

    8.0 %

TOTAL INVESTMENTS

    105.9 %

Other assets and liabilities, net

    (5.9 )%

NET ASSETS

    100.0 %

 

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

 

14

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 86.3%

               

Advertising — 0.3%

               

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

    228     $ 10,221  
                 

Agriculture — 0.5%

               

Altria Group, Inc.

    370       16,913  
                 

Airlines — 0.4%

               

Southwest Airlines Co. (a)

    433       14,579  
                 

Banks — 7.4%

               

Bank OZK

    143       5,729  

BOK Financial Corp.

    81       8,407  

Citizens Financial Group, Inc.

    213       8,386  

Comerica, Inc.

    98       6,551  

Commerce Bancshares, Inc.

    110       7,505  

Cullen/Frost Bankers, Inc.

    52       6,952  

East West Bancorp, Inc.

    105       6,919  

Fifth Third Bancorp

    221       7,251  

First Citizens BancShares, Inc. - Class A

    9       6,825  

First Financial Bankshares, Inc.

    168       5,779  

First Horizon Corp.

    308       7,546  

First Republic Bank

    53       6,460  

Glacier Bancorp, Inc.

    140       6,919  

Huntington Bancshares, Inc.

    546       7,699  

KeyCorp

    442       7,700  

M&T Bank Corp.

    40       5,802  

Old National Bancorp

    333       5,987  

Pinnacle Financial Partners, Inc.

    87       6,386  

Prosperity Bancshares, Inc.

    105       7,631  

Regions Financial Corp.

    343       7,395  

Signature Bank of New York

    47       5,415  

SouthState Corp.

    91       6,949  

SVB Financial Group (a)

    21       4,833  

Synovus Financial Corp.

    190       7,135  

The PNC Financial Services Group, Inc.

    58       9,161  

 

 

 

Shares

   

Value

 

Banks (continued)

               

Truist Financial Corp.

    200     $ 8,606  

United Bankshares, Inc.

    153       6,195  

U.S. Bancorp

    211       9,202  

Valley National Bancorp

    642       7,261  

Webster Financial Corp.

    157       7,432  

Wells Fargo & Co.

    217       8,960  

Western Alliance Bancorp

    103       6,135  

Wintrust Financial Corp.

    68       5,747  

Zions Bancorp NA

    133       6,538  
              239,398  

Beverages — 0.4%

               

Constellation Brands, Inc. - Class A

    59       13,673  
                 

Biotechnology — 1.3%

               

Ionis Pharmaceuticals, Inc. (a)

    326       12,313  

Sarepta Therapeutics, Inc. (a)

    126       16,327  

Seagen, Inc. (a)

    100       12,851  
              41,491  

Building Materials — 2.3%

               

Builders FirstSource, Inc. (a)

    253       16,415  

Martin Marietta Materials, Inc.

    44       14,871  

MDU Resources Group, Inc.

    495       15,018  

Trex Co., Inc. (a)

    280       11,852  

Vulcan Materials Co.

    89       15,585  
              73,741  

Commercial Services — 2.6%

               

ADT, Inc.

    1,473       13,360  

Affirm Holdings, Inc. (a)

    276       2,669  

Block, Inc. (a)

    128       8,044  

Booz Allen Hamilton Holding Corp.

    148       15,469  

HealthEquity, Inc. (a)

    192       11,835  

Paylocity Holding Corp. (a)

    58       11,267  

R1 RCM, Inc. (a)

    739       8,092  

Toast, Inc. - Class A (a)

    767       13,829  
              84,565  

Computers — 0.9%

               

CACI International, Inc. - Class A (a)

    51       15,330  

Science Applications International Corp.

    136       15,087  
              30,417  

Distribution & Wholesale — 0.4%

               

SiteOne Landscape Supply, Inc. (a)

    117       13,726  
                 

Diversified Financial Services — 2.8%

               

Ally Financial, Inc.

    249       6,088  

Ameriprise Financial, Inc.

    28       8,718  

Apollo Global Management, Inc.

    145       9,249  

Capital One Financial Corp.

    77       7,158  

Cboe Global Markets, Inc.

    61       7,654  

 

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

 

15

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

Diversified Financial Services (continued)

               

Credit Acceptance Corp. (a)

    16     $ 7,590  

Discover Financial Services

    78       7,631  

LPL Financial Holdings, Inc.

    33       7,134  

SoFi Technologies, Inc. (a)

    1,069       4,928  

Synchrony Financial

    252       8,281  

The Charles Schwab Corp.

    121       10,074  

T. Rowe Price Group, Inc.

    66       7,198  
              91,703  

Electric — 11.4%

Alliant Energy Corp.

    217       11,981  

Ameren Corp.

    145       12,894  

American Electric Power Co., Inc.

    132       12,533  

Avangrid, Inc.

    281       12,077  

CenterPoint Energy, Inc.

    413       12,386  

CMS Energy Corp.

    199       12,603  

Consolidated Edison, Inc.

    135       12,867  

Constellation Energy Corp.

    148       12,759  

Dominion Energy, Inc.

    187       11,467  

DTE Energy Co.

    102       11,988  

Duke Energy Corp.

    141       14,522  

Edison International

    200       12,724  

Entergy Corp.

    116       13,050  

Evergy, Inc.

    197       12,397  

Eversource Energy

    149       12,492  

Exelon Corp.

    310       13,401  

FirstEnergy Corp.

    323       13,547  

IDACORP, Inc.

    104       11,216  

NextEra Energy, Inc.

    172       14,379  

NRG Energy, Inc.

    313       9,960  

OGE Energy Corp.

    322       12,735  

PG&E Corp. (a)

    986       16,032  

Pinnacle West Capital Corp.

    181       13,763  

PPL Corp.

    456       13,324  

Public Service Enterprise Group, Inc.

    207       12,683  

The Southern Co.

    194       13,854  

Vistra Corp.

    562       13,038  

WEC Energy Group, Inc.

    130       12,189  

Xcel Energy, Inc.

    180       12,620  
              371,481  

Energy, Alternate Sources — 0.3%

               

Sunrun, Inc. (a)

    403       9,680  
                 

Engineering & Construction — 0.5%

               

MasTec, Inc. (a)

    192       16,383  
                 

Entertainment — 1.0%

               

Caesars Entertainment, Inc. (a)

    398       16,557  

 

 

 

Shares

   

Value

 

Entertainment (continued)

               

Churchill Downs, Inc.

    75     $ 15,857  
              32,414  

Environmental Control — 0.8%

               

Republic Services, Inc.

    98       12,641  

Waste Management, Inc.

    93       14,590  
              27,231  

Food — 2.3%

               

Albertsons Cos., Inc. - Class A

    550       11,407  

Flowers Foods, Inc.

    481       13,824  

Performance Food Group Co. (a)

    308       17,984  

The Kroger Co.

    307       13,686  

US Foods Holding Corp. (a)

    508       17,282  
              74,183  

Gas — 1.2%

               

Atmos Energy Corp.

    115       12,888  

National Fuel Gas Co.

    219       13,863  

NiSource, Inc.

    459       12,586  
              39,337  

Healthcare Services — 6.2%

               

Acadia Healthcare Co., Inc. (a)

    179       14,735  

agilon health, Inc. (a)

    587       9,474  

Centene Corp. (a)

    176       14,434  

Chemed Corp.

    31       15,823  

Elevance Health, Inc.

    34       17,441  

HCA Healthcare, Inc.

    82       19,677  

Humana, Inc.

    31       15,878  

LHC Group, Inc. (a)

    74       11,965  

Molina Healthcare, Inc. (a)

    42       13,869  

Oak Street Health, Inc. (a)

    531       11,422  

Quest Diagnostics, Inc.

    111       17,365  

Signify Health, Inc. - Class A (a)

    421       12,066  

Tenet Healthcare Corp. (a)

    270       13,173  

UnitedHealth Group, Inc.

    30       15,906  
              203,228  

Home Builders — 2.0%

               

D.R. Horton, Inc.

    201       17,917  

Lennar Corp. - Class A

    185       16,742  

NVR, Inc. (a)

    3       13,838  

PulteGroup, Inc.

    362       16,482  
              64,979  

Household Products & Wares — 0.5%

               

Reynolds Consumer Products, Inc.

    506       15,170  
                 

Insurance — 3.9%

               

American Financial Group, Inc.

    59       8,099  

Brown & Brown, Inc.

    119       6,779  

Cincinnati Financial Corp.

    79       8,089  

Equitable Holdings, Inc.

    267       7,663  

 

 

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

 

16

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

Insurance (continued)

               

Erie Indemnity Co. - Class A

    33     $ 8,208  

F&G Annuities & Life, Inc. (a)

    13       260  

Fidelity National Financial, Inc.

    203       7,637  

Globe Life, Inc.

    72       8,680  

Kinsale Capital Group, Inc.

    29       7,584  

Lincoln National Corp.

    161       4,946  

Loews Corp.

    143       8,341  

Markel Corp. (a)

    7       9,222  

Old Republic International Corp.

    345       8,332  

The Allstate Corp.

    58       7,865  

The Hartford Financial Services Group, Inc.

    116       8,796  

The Progressive Corp.

    73       9,469  

Voya Financial, Inc.

    120       7,379  
              127,349  

Internet — 1.7%

               

DoorDash, Inc. - Class A (a)

    265       12,937  

Lyft, Inc. - Class A (a)

    977       10,767  

Robinhood Markets, Inc. - Class A (a)

    743       6,048  

Roku, Inc. (a)

    229       9,320  

Zillow Group, Inc. - Class C (a)

    463       14,913  
              53,985  

Investment Companies — 0.4%

Ares Capital Corp.

    415       7,665  

FS KKR Capital Corp.

    308       5,390  
              13,055  

Iron & Steel — 0.6%

               

Steel Dynamics, Inc.

    194       18,953  
                 

Leisure Time — 0.5%

               

Planet Fitness, Inc. - Class A (a)

    209       16,469  
                 

Lodging — 0.9%

               

Boyd Gaming Corp.

    254       13,851  

Choice Hotels International, Inc.

    128       14,418  
              28,269  

Media — 2.5%

               

Cable One, Inc.

    15       10,678  

Charter Communications, Inc. - Class A (a)

    50       16,955  

Fox Corp. - Class A

    436       13,241  

Liberty Broadband Corp. - Class C (a)

    179       13,652  

Nexstar Media Group, Inc. - Class A

    80       14,002  

Sirius XM Holdings, Inc.

    2,341       13,672  
              82,200  

Mining — 0.3%

               

MP Materials Corp. (a)

    431       10,465  

 

 

 

Shares

   

Value

 

Oil & Gas — 8.1%

               

Antero Resources Corp. (a)

    456     $ 14,131  

Chesapeake Energy Corp.

    149       14,061  

Chord Energy Corp.

    109       14,912  

Civitas Resources, Inc.

    226       13,092  

Coterra Energy, Inc.

    531       13,047  

Devon Energy Corp.

    243       14,947  

Diamondback Energy, Inc.

    120       16,414  

EOG Resources, Inc.

    144       18,651  

EQT Corp.

    341       11,536  

Marathon Oil Corp.

    635       17,190  

Marathon Petroleum Corp.

    148       17,226  

Matador Resources Co.

    297       17,000  

PDC Energy, Inc.

    257       16,314  

Pioneer Natural Resources Co.

    73       16,673  

Range Resources Corp.

    572       14,311  

SM Energy Co.

    349       12,156  

Southwestern Energy Co. (a)

    2,225       13,016  

Texas Pacific Land Corp.

    4       9,377  
              264,054  

Pharmaceuticals — 2.4%

               

Cardinal Health, Inc.

    208       15,989  

Cigna Corp.

    55       18,224  

CVS Health Corp.

    156       14,538  

Neurocrine Biosciences, Inc. (a)

    135       16,124  

Option Care Health, Inc. (a)

    403       12,126  
              77,001  

Pipelines — 2.4%

               

DT Midstream, Inc.

    236       13,041  

Kinder Morgan, Inc.

    831       15,025  

ONEOK, Inc.

    265       17,411  

Targa Resources Corp.

    232       17,052  

The Williams Cos., Inc.

    476       15,660  
              78,189  

Private Equity — 0.5%

               

Ares Management Corp. - Class A

    111       7,597  

Blackstone, Inc.

    104       7,716  
              15,313  

Retail — 9.4%

               

AutoNation, Inc. (a)

    128       13,734  

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

    183       12,107  

Burlington Stores, Inc. (a)

    118       23,926  

CarMax, Inc. (a)

    169       10,291  

Casey’s General Stores, Inc.

    68       15,256  

Chipotle Mexican Grill, Inc. (a)

    9       12,487  

Darden Restaurants, Inc.

    110       15,216  

Dick’s Sporting Goods, Inc.

    126       15,157  

Dollar General Corp.

    64       15,760  

Five Below, Inc. (a)

    101       17,864  

 

 

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

 

17

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

Retail (continued)

               

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

    192     $ 13,369  

Lithia Motors, Inc.

    61       12,489  

Murphy USA, Inc.

    51       14,257  

O’Reilly Automotive, Inc. (a)

    20       16,881  

RH (a)

    55       14,695  

Ross Stores, Inc.

    164       19,035  

Target Corp.

    102       15,202  

Texas Roadhouse, Inc.

    159       14,461  

Tractor Supply Co.

    73       16,423  

Ulta Beauty, Inc. (a)

    35       16,417  
              305,027  

Shipbuilding — 0.4%

               

Huntington Ingalls Industries, Inc.

    60       13,841  
                 

Software — 2.6%

               

Bill.com Holdings, Inc. (a)

    106       11,550  

Black Knight, Inc. (a)

    109       6,731  

CCC Intelligent Solutions Holdings, Inc. (a)

    644       5,603  

Intuit, Inc.

    38       14,790  

Jack Henry & Associates, Inc.

    39       6,847  

Paychex, Inc.

    121       13,983  

Paycom Software, Inc. (a)

    42       13,033  

Paycor HCM, Inc. (a)

    431       10,546  
              83,083  

Telecommunications — 1.0%

               

Frontier Communications Parent, Inc. (a)

    621       15,823  

Verizon Communications, Inc.

    390       15,366  
              31,189  

Transportation — 2.8%

               

CSX Corp.

    560       17,349  

JB Hunt Transport Services, Inc.

    84       14,646  

Knight-Swift Transportation Holdings, Inc.

    279       14,622  

Landstar System, Inc.

    84       13,684  

Norfolk Southern Corp.

    64       15,771  

Old Dominion Freight Line, Inc.

    55       15,608  
              91,680  

Water — 0.4%

               

Essential Utilities, Inc.

    291       13,889  
                 

TOTAL COMMON STOCKS (Cost $3,044,092)

            2,808,524  
                 

PARTNERSHIPS — 3.7%

               

Investment Companies — 0.5%

               

Icahn Enterprises LP

    292       14,790  
                 

Pipelines — 3.2%

               

Cheniere Energy Partners LP

    259       14,729  

DCP Midstream LP

    380       14,740  

 

 

 

Shares

   

Value

 

Pipelines (continued)

               

Energy Transfer LP

    1,290     $ 15,312  

Enterprise Products Partners LP

    651       15,702  

Magellan Midstream Partners LP

    293       14,712  

MPLX LP

    470       15,435  

Western Midstream Partners LP

    568       15,251  
              105,881  

TOTAL PARTNERSHIPS (Cost $102,357)

            120,671  
                 

REAL ESTATE INVESTMENT TRUSTS — 8.8%

AGNC Investment Corp.

    764       7,907  

Agree Realty Corp.

    81       5,745  

Alexandria Real Estate Equities, Inc.

    52       7,575  

American Homes 4 Rent - Class A

    217       6,540  

Apartment Income REIT Corp.

    187       6,416  

AvalonBay Communities, Inc.

    39       6,299  

Boston Properties, Inc.

    96       6,488  

Brixmor Property Group, Inc.

    389       8,819  

Camden Property Trust

    60       6,713  

Crown Castle International Corp.

    58       7,867  

CubeSmart

    180       7,245  

EastGroup Properties, Inc.

    49       7,255  

Equity LifeStyle Properties, Inc.

    110       7,106  

Equity Residential

    108       6,372  

Essex Property Trust, Inc.

    30       6,358  

Extra Space Storage, Inc.

    42       6,182  

Federal Realty Investment Trust

    81       8,184  

First Industrial Realty Trust, Inc.

    155       7,480  

Gaming and Leisure Properties, Inc.

    157       8,178  

Healthcare Realty Trust, Inc.

    338       6,513  

Healthpeak Properties, Inc.

    308       7,722  

Host Hotels & Resorts, Inc.

    448       7,190  

Invitation Homes, Inc.

    208       6,165  

Kilroy Realty Corp.

    136       5,259  

Kimco Realty Corp.

    393       8,324  

Lamar Advertising Co. - Class A

    86       8,118  

Life Storage, Inc.

    66       6,501  

Mid-America Apartment Communities, Inc.

    47       7,379  

National Retail Properties, Inc.

    175       8,008  

Prologis, Inc.

    68       7,666  

Public Storage

    25       7,005  

Regency Centers Corp.

    134       8,375  

Rexford Industrial Realty, Inc.

    131       7,158  

Simon Property Group, Inc.

    80       9,398  

Spirit Realty Capital, Inc.

    191       7,627  

STAG Industrial, Inc.

    193       6,236  

STORE Capital Corp.

    226       7,246  

UDR, Inc.

    174       6,739  

 

 

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

 

18

 

 

RiverNorth Patriot ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS (continued)

       

VICI Properties, Inc.

    232     $ 7,517  

Vornado Realty Trust

    241       5,015  

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $361,682)

            285,890  
                 

MONEY MARKET FUNDS — 2.5%

               

First American Treasury Obligations Fund - Class X, 4.18% (b)

    82,374       82,374  

TOTAL MONEY MARKET FUNDS (Cost $82,374)

            82,374  
                 

Total Investments (Cost $3,590,505) — 101.3%

            3,297,459  

Other assets and liabilities, net — (1.3)%

            (42,430 )

TOTAL NET ASSETS — 100.0%

          $ 3,255,029  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

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

 

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

 

19

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Schedule of Investments

December 31, 2022

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 95.3%

               

Pre-Combination Special Purpose Acquisition Companies — 95.3% (a)

Apollo Strategic Growth Capital II - Class A (b)

    11,406     $ 114,288  

Ares Acquisition Corp. - Class A (b)

    8,684       87,448  

Bite Acquisition Corp.

    7,602       76,552  

Cascadia Acquisition Corp. - Class A

    13,387       135,476  

CC Neuberger Principal Holdings III - Class A (b)

    7,566       76,417  

CF Acquisition Corp. IV - Class A

    15,172       154,148  

Churchill Capital Corp. V - Class A

    11,394       113,256  

Churchill Capital Corp. VI - Class A

    11,418       114,123  

Churchill Capital Corp. VII - Class A

    11,442       114,077  

Conyers Park III Acquisition Corp. - Class A

    11,532       114,052  

Direct Selling Acquisition Corp. - Class A

    11,500       118,335  

FAST Acquisition Corp. II - Class A

    7,626       76,336  

FinServ Acquisition Corp. II - Class A

    11,400       114,570  

Fintech Evolution Acquisition Group - Tracking Stock (b)

    14,000       140,980  

Fortress Capital Acquisition Corp. - Class A (b)

    7,560       76,356  

Fusion Acquisition Corp. II - Class A

    11,400       114,456  

Goal Acquisitions Corp.

    7,620       76,657  

Gores Holdings IX, Inc. - Class A

    9,624       95,470  

Graf Acquisition Corp. IV

    11,478       114,206  

Hennessy Capital Investment Corp. VI - Class A

    7,722       76,293  

Horizon Space Acquisition I Corp. - Tracking Stock (b)

    3,744       37,814  

Jaws Hurricane Acquisition Corp. - Class A

    11,502       115,020  

Jaws Juggernaut Acquisition Corp. - Class A (b)

    11,502       115,595  

Jaws Mustang Acquisition Corp. - Class A (b)

    15,144       153,030  

Live Oak Crestview Climate Acquisition Corp. - Class A

    7,734       76,953  

Live Oak Mobility Acquisition Corp. - Class A

    15,270       153,540  

New Vista Acquisition Corp. - Class A (b)

    13,302       134,284  

 

 

 

Shares

   

Value

 

Pre-Combination Special Purpose Acquisition Companies (continued)

OCA Acquisition Corp. - Class A

    14,948     $ 153,367  

Post Holdings Partnering Corp. - Class A

    11,514       114,334  

Rice Acquisition Corp. II - Class A (b)

    11,430       116,243  

Screaming Eagle Acquisition Corp. - Class A (b)

    13,584       135,093  

SVF Investment Corp. - Class A (b)

    7,566       76,492  

Tech and Energy Transition Corp. - Class A

    3,822       38,335  

Twelve Seas Investment Co. II - Tracking Stock

    11,502       115,595  

TOTAL COMMON STOCKS (Cost $3,575,033)

            3,639,191  
                 

WARRANTS — 0.2% (a)

               

Apollo Strategic Growth Capital II - Class A, Expiration: December 2027, Exercise Price: $11.50 (b)

    1,592       223  

Ares Acquisition Corp. - Class A, Expiration: December 2027, Exercise Price: $11.50 (b)

    838       391  

Bite Acquisition Corp., Expiration: December 2027, Exercise Price: $11.50

    2,531       152  

Carney Technology Acquisition Corp. II, Expiration: November 2027, Exercise Price: $11.50

    1,191       83  

CC Neuberger Principal Holdings III, Expiration: December 2027, Exercise Price: $11.50 (b)

    497       25  

CF Acquisition Corp. IV, Expiration: December 2025, Exercise Price: $11.50

    2,314       178  

Churchill Capital Corp. V - Class A, Expiration: October 2027, Exercise Price: $11.50

    1,288       104  

Churchill Capital Corp. VI - Class A, Expiration: December 2027, Exercise Price: $11.50

    1,537       92  

Churchill Capital Corp. VII, Expiration: February 2028, Exercise Price: $11.50

    1,686       83  

Conyers Park III Acquisition Corp., Expiration: August 2028, Exercise Price: $11.50

    2,376       354  

FAST Acquisition Corp. II - Class A, Expiration: March 2026, Exercise Price: $11.50

    2,922       1,958  

Fortress Capital Acquisition Corp. - Class A, Expiration: December 2027, Exercise Price: $11.50 (b)

    1,176       5  

Goal Acquisitions Corp., Expiration: February 2026, Exercise Price: $11.50,

    3,104       150  

Gores Holdings IX, Inc., Expiration: January 2029, Exercise Price: $11.50

    1,047       257  

Graf Acquisition Corp. IV, Expiration: May 2028, Exercise Price: $11.50

    1,913       162  
                 

 

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

 

20

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Schedule of Investments

December 31, 2022 (Continued)

 

 

 

Shares

   

Value

 

WARRANTS (continued)

               

Hennessy Capital Investment Corp. VI - Class A, Expiration: December 2027, Exercise Price: $11.50

    1,731     $ 167  

Jaws Hurricane Acquisition Corp., Expiration: February 2023, Exercise Price: $11.50

    1,694       272  

Jaws Juggernaut Acquisition Corp., Expiration: February 2026, Exercise Price: $11.50 (b)

    1,979       124  

Jaws Mustang Acquisition Corp., Expiration: January 2026, Exercise Price: $11.50 (b)

    2,243       146  

Live Oak Crestview Climate Acquisition Corp., Expiration: March 2026, Exercise Price: $11.50

    1,556       280  

Live Oak Mobility Acquisition Corp., Expiration: March 2028, Exercise Price: $11.50

    1,164       163  

Post Holdings Partnering Corp., Expiration: February 2023, Exercise Price: $11.50

    1,324       106  

Rice Acquisition Corp. II, Expiration: March 2026, Exercise Price: $11.50 (b)

    1,197       1,496  

Screaming Eagle Acquisition Corp. - Class A, Expiration: December 2027, Exercise Price: $11.50 (b)

    2,663       628  

SVF Investment Corp. - Class A, Expiration: December 2027, Exercise Price: $11.50 (b)

    805       20  

Tech and Energy Transition Corp., Expiration: December 2027, Exercise Price: $11.50

    796       26  

USHG Acquisition Corp. - Class A, Expiration: December 2028, Exercise Price: $11.50

    1,266       2  

TOTAL WARRANTS (Cost $10,224)

            7,647  

 

 

 

Shares

   

Value

 

MONEY MARKET FUNDS — 5.8%

               

First American Treasury Obligations Fund - Class X, 4.18% (c)

    222,763     $ 222,763  

TOTAL MONEY MARKET FUNDS (Cost $222,763)

            222,763  
                 

TOTAL INVESTMENTS (Cost $3,808,020) — 101.3%

            3,869,601  

Other assets and liabilities, net — (1.3)%

            (51,482 )

TOTAL NET ASSETS — 100.0%

          $ 3,818,119  

 

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.

 

COUNTRY

 

Percentage of
Net Assets

 

United States

    62.1 %

Cayman Islands

    33.2 %*

Total Country

    95.3 %

WARRANTS

    0.2 %

MONEY MARKET FUNDS

    5.8 %

TOTAL INVESTMENTS

    101.3 %

Other assets and liabilities, net

    (1.3 )%

NET ASSETS

    100.0 %

 

*

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

 

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

 

21

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2022

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

 

Assets

                               

Investments, at value(1)

  $ 14,308,188     $ 6,404,162     $ 81,008,471     $ 2,600,770  

Foreign currency, at value(2)

                      19,276  

Receivable for investment securities sold

                990,043        

Dividends and interest receivable

    528       5,865       191,278       1,177  

Total assets

    14,308,716       6,410,027       82,189,792       2,621,223  
                                 

Liabilities

                               

Foreign currency payable(3)

                      15,893  

Payable to Adviser

    8,844       3,259       43,893       940  

Payable for investment securities purchased

                3,165,934       148,883  

Distributions payable

          55,980       708,663       238  

Total liabilities

    8,844       59,239       3,918,490       165,954  

Net Assets

  $ 14,299,872     $ 6,350,788     $ 78,271,302     $ 2,455,269  
                                 

Net Assets Consists of:

                               

Paid-in capital

  $ 31,930,138     $ 5,885,577     $ 77,055,655     $ 2,493,755  

Total distributable earnings (accumulated losses)

    (17,630,266 )     465,211       1,215,647       (38,486 )

Net Assets

  $ 14,299,872     $ 6,350,788     $ 78,271,302     $ 2,455,269  
                                 

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

    625,000       200,000       2,700,000       100,000  

Net Asset Value, redemption price and offering price per share

  $ 22.88     $ 31.75       28.99       24.55  
                                 

(1) Cost of investments

  $ 27,977,961     $ 5,849,138     $ 76,187,037     $ 2,636,674  

(2) Cost of foreign currency

                      19,240  

(3) Cost of foreign currency payable

                      15,891  

 

 

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

 

22

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2022 (Continued)

 

   

RiverNorth
Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 

Assets

               

Investments, at value(1)

  $ 3,297,459     $ 3,869,601  

Cash

          77,135  

Dividends and interest receivable

    8,902       840  

Total assets

    3,306,361       3,947,576  
                 

Liabilities

               

Payable to Adviser

    1,993       2,882  

Payable for investment securities purchased

          118,220  

Distributions payable

    49,339       8,355  

Total liabilities

    51,332       129,457  

Net Assets

  $ 3,255,029     $ 3,818,119  
                 

Net Assets Consists of:

               

Paid-in capital

  $ 3,739,933     $ 3,747,726  

Total distributable earnings (accumulated losses)

    (484,904 )     70,393  

Net Assets

  $ 3,255,029     $ 3,818,119  
                 

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

    150,000       150,000  

Net Asset Value, redemption price and offering price per share

  $ 21.70     $ 25.45  
                 

(1) Cost of investments

  $ 3,590,505     $ 3,808,020  

 

 

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

 

23

 

 

TrueShares ETFs

Statements of Operations

For the Year or Period Ended December 31, 2022

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy Income
ETF
(1)

 

Investment Income

                               

Dividend income (net of withholding taxes and issuance fees of $-, $-, $31,992 and $29, respectively)

  $ 5,363     $ 99,081     $ 2,426,463     $ 250  

Interest income

    12,041       1,522       44,656       419  

Total investment income

    17,404       100,603       2,471,119       669  
                                 

Expenses

                               

Investment advisory fees

    148,516       44,089       394,808       940  

Tax expense

    185             185        

Total expenses

    148,701       44,089       394,993       940  

Net investment income (loss)

    (131,297 )     56,514       2,076,126       (271 )
                                 

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

                               

Net realized gain (loss) on:

                               

Investments

    (1,688,095 )     518,697       (1,788,554 )     (1,747 )

Foreign currency transactions

                (229 )      

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

    (1,688,095 )     518,697       (1,788,783 )     (1,747 )

Net change in unrealized appreciation/depreciation on:

                               

Investments

    (16,195,089 )     (2,722,553 )     1,890,609       (35,904 )

Foreign currency translation

                (96 )     (836 )

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

    (16,195,089 )     (2,722,553 )     1,890,513       (36,740 )

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

    (17,883,184 )     (2,203,856 )     101,730       (38,487 )

Net increase (decrease) in net assets from operations

  $ (18,014,481 )   $ (2,147,342 )   $ 2,177,856     $ (38,758 )

 

(1)

The Fund commenced operations on December 8, 2022.

 

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

 

24

 

 

TrueShares ETFs

Statements of Operations

For the Year or Period Ended December 31, 2022 (Continued)

 

   

RiverNorth
Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF
(1)

 

Investment Income

               

Dividend income

  $ 71,213     $  

Interest income

    615       2,298  

Total investment income

    71,828       2,298  
                 

Expenses

               

Investment advisory fees

    22,896       15,399  

Total expenses

    22,896       15,399  

Net investment income (loss)

    48,932       (13,101 )
                 

Realized and Unrealized Gain (Loss) on Investments

               

Net realized gain (loss) on investments

    (163,346 )     31,432  

Net change in unrealized appreciation/depreciation on investments

    (293,046 )     61,581  

Net realized and unrealized gain (loss) on investments

    (456,392 )     93,013  

Net increase (decrease) in net assets from operations

  $ (407,460 )   $ 79,912  

 

(1)

The Fund commenced operations on July 11, 2022.

 

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

 

25

 

 

TrueShares ETFs

Statements of Changes in Net Assets

 

 

   

TrueShares Technology, AI
& Deep Learning ETF

   

TrueShares ESG Active
Opportunities ETF

 
   

Year Ended
December 31,
2022

   

Year Ended
December 31,
2021

   

Year Ended
December 31,
2022

   

Year Ended
December 31,
2021

 

From Operations

                               

Net investment income (loss)

  $ (131,297 )   $ (195,050 )   $ 56,514     $ 40,323  

Net realized gain (loss) on investments

    (1,688,095 )     2,175,206       518,697       103,780  

Net change in unrealized appreciation/depreciation on investments

    (16,195,089 )     (3,572,155 )     (2,722,553 )     1,445,350  

Net increase (decrease) in net assets resulting from operations

    (18,014,481 )     (1,591,999 )     (2,147,342 )     1,589,453  
                                 

From Distributions

                               

Distributable earnings

          (37,530 )     (55,980 )     (41,282 )

Total distributions

          (37,530 )     (55,980 )     (41,282 )
                                 

From Capital Share Transactions

                               

Proceeds from shares sold

    5,630,240       19,803,940             1,779,840  

Cost of shares redeemed

    (11,009,818 )     (7,854,945 )     (1,793,493 )      

Net increase (decrease) in net assets resulting from capital share transactions

    (5,379,578 )     11,948,995       (1,793,493 )     1,779,840  
                                 

Total Increase (Decrease) in Net Assets

    (23,394,059 )     10,319,466       (3,996,815 )     3,328,011  
                                 

Net Assets

                               

Beginning of year

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

End of year

  $ 14,299,872     $ 37,693,931     $ 6,350,788     $ 10,347,603  
                                 

Changes in Shares Outstanding

                               

Shares outstanding, beginning of year

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

Shares sold

    150,000       400,000             50,000  

Shares redeemed

    (325,000 )     (175,000 )     (50,000 )      

Shares outstanding, end of year

    625,000       800,000       200,000       250,000  

 

 

 

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

 

26

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

   

TrueShares Low Volatility
Equity Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

 
   

Year Ended
December 31,
2022

   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2022
(2)

 

From Operations

                       

Net investment income (loss)

  $ 2,076,126     $ 940,452     $ (271 )

Net realized gain (loss) on investments and foreign currency

    (1,788,783 )     412,287       (1,747 )

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

    1,890,513       2,930,921       (36,740 )

Net increase (decrease) in net assets resulting from operations

    2,177,856       4,283,660       (38,758 )
                         

From Distributions

                       

Distributable earnings

    (2,075,345 )     (1,612,854 )      

Return of capital

    (693 )           (238 )

Total distributions

    (2,076,038 )     (1,612,854 )     (238 )
                         

From Capital Share Transactions

                       

Proceeds from shares sold

    39,931,580       43,554,475       2,494,265  

Cost of shares redeemed

    (7,987,377 )            

Net increase in net assets resulting from capital share transactions

    31,944,203       43,554,475       2,494,265  
                         

Total Increase in Net Assets

    32,046,021       46,225,281       2,455,269  
                         

Net Assets

                       

Beginning of period

    46,225,281              

End of period

  $ 78,271,302     $ 46,225,281     $ 2,455,269  
                         

Changes in Shares Outstanding

                       

Shares outstanding, beginning of period

    1,600,000              

Shares sold

    1,375,000       1,600,000       100,000  

Shares redeemed

    (275,000 )            

Shares outstanding, end of period

    2,700,000       1,600,000       100,000  

 

(1)

The Fund commenced operations on January 27, 2021.

 

(2)

The Fund commenced operations on December 8, 2022.

 

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

 

27

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

   

RiverNorth Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 
   

Year Ended
December 31,
2022

   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2022
(2)

 

From Operations

                       

Net investment income (loss)

  $ 48,932     $     $ (13,101 )

Net realized gain (loss) on investments

    (163,346 )           31,432  

Net change in unrealized appreciation/depreciation on investments

    (293,046 )           61,581  

Net increase (decrease) in net assets resulting from operations

    (407,460 )           79,912  
                         

From Distributions

                       

Distributable earnings

    (48,932 )           (8,355 )

Return of capital

    (407 )            

Total distributions

    (49,339 )           (8,355 )
                         

From Capital Share Transactions

                       

Proceeds from shares sold

    3,691,633       1,250,000       4,372,345  

Cost of shares redeemed

    (1,229,805 )           (625,783 )

Net increase in net assets resulting from capital share transactions

    2,461,828       1,250,000       3,746,562  
                         

Total Increase in Net Assets

    2,005,029       1,250,000       3,818,119  
                         

Net Assets

                       

Beginning of period

    1,250,000              

End of period

  $ 3,255,029     $ 1,250,000     $ 3,818,119  
                         

Changes in Shares Outstanding

                       

Shares outstanding, beginning of period

    50,000              

Shares sold

    150,000       50,000       175,000  

Shares redeemed

    (50,000 )           (25,000 )

Shares outstanding, end of period

    150,000       50,000       150,000  

 

(1)

The Fund commenced operations on December 31, 2021.

 

(2)

The Fund commenced operations on July 11, 2022.

 

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

 

28

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

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 01/01/2022 - 12/31/2022

  $ 47.12       (0.19 )     (24.05 )     (24.24 )                        

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 01/01/2022 - 12/31/2022

  $ 41.39       0.26       (9.62 )     (9.36 )     (0.28 )                 (0.28 )

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 )(9)           (0.14 )

TrueShares Low Volatility Equity Income ETF

                                                       

For the year 01/01/2022 - 12/31/2022

  $ 28.89       0.99       0.04       1.03       (0.93 )     (0.00 )(9)           (0.93 )

For the period 01/27/2021(7) - 12/31/2021

  $ 25.00       0.81       4.19       5.00       (0.69 )           (0.42 )     (1.11 )

TrueShares Eagle Global Renewal Energy Income ETF

                                                       

For the period 12/08/2022(7) - 12/31/2022

  $ 24.76       (0.00 )(9)     (0.21 )     (0.21 )           (0.00 )(9)           (0.00 )(9)

 

 

(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.

 

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

 

30

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

 

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

   

Ratios/Supplemental Data

 
                                 

Ratios to Average Net Assets of: (2)

         
 

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                       
  $ 22.88       (51.44 )%     (51.46 )%   $ 14,300       0.68 %     (0.60 )%     25 %
  $ 47.12       (0.90 )%     (0.96 )%   $ 37,694       0.68 %     (0.67 )%     14 %
  $ 47.61       90.43 %     90.52 %   $ 27,374       0.68 %     (0.59 )%     30 %
                                                       
  $ 31.75       (22.61 )%     (22.70 )%   $ 6,351       0.58 %     0.74 %     4 %
  $ 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 %
                                                       
  $ 28.99       3.65 %     3.54 %   $ 78,271       0.65 %     3.42 %     41 %
  $ 28.89       20.10 %(6)     20.17 %(6)   $ 46,225       0.65 %     3.08 %     55 %
                                                       
  $ 24.55       (0.83 )%     (0.18 )%   $ 2,455       0.75 %     (0.22 )%     2 %

 

 

(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.

 

(9)

Less than $(0.005).

 

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

 

31

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

   

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

 
           

Income from Investment Operations

   

Less Distributions Paid From

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain
(loss) on
investments

   

Total from
investment
operations

   

Net
investment
income

   

Return of
capital

   

Net realized
gains

   

Total
distributions
paid

 

RiverNorth Patriot ETF

                                                               

For the year 01/01/2022 - 12/31/2022

  $ 25.00       0.34       (3.31 )     (2.97 )     (0.33 )     (0.00 )(7)           (0.33 )

For the period 12/31/2021(6) - 12/31/2021

  $ 25.00                                            

RiverNorth Enhanced Pre-Merger SPAC ETF

                                                               

For the period 07/11/2022(6) - 12/31/2022

  $ 25.00       (0.09 )     0.60       0.51       (0.06 )                 (0.06 )

 

 

(1)

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

 

(2)

Annualized for periods less than one year.

 

(3)

Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

 

(4)

Not annualized for periods less than one year.

 

(5)

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

 

(6)

Commencement of Operations.

 

(7)

Less than $(0.005).

 

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

 

32

 

 

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)

 
                                                       
  $ 21.70       (11.89 )%     (11.90 )%   $ 3,255       0.70 %     1.50 %     31 %
  $ 25.00       %     %   $ 1,250       0.70 %     %     %
                                                       
  $ 25.45       2.02 %     2.18 %   $ 3,818       0.89 %     (0.76 )%     43 %

 

 

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

 

33

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022

 

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, 2022, the TrueShares ETFs consist of eighteen active series, six 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

TrueShares Eagle Global Renewal Energy Income ETF (“RNWZ ETF”)

RNWZ

Non-diversified

December 8, 2022

RiverNorth Patriot ETF (“FLDZ ETF”)

FLDZ

Non-diversified

December 31, 2021

RiverNorth Enhanced Pre-Merger SPAC ETF (“SPCZ ETF”)

SPCZ

Non-diversified

July 11, 2022

 

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

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

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

JULZ

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

 

34

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

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.

RNWZ ETF

Seeks to achieve its long-term growth of capital objective by investing in Common stock that primarily own or operate assets used in the development, generation, production, transmission, storage and sale of alternative and renewable energy such as solar power, wind power, biofuels, hydropower, nuclear or geothermal power.

FLDZ ETF

Seeks capital appreciation by investing in mid to large cap companies that are domiciled in, and with revenues which are primarily generated in, the United States of America. FLDZ is designed to provide an alternative approach to charity and seeks to delivers true impact investing.

SPCZ ETF

Seeks to preserve capital and provide incremental total return by investing primarily in units made up of common stock, warrants and rights of U.S.-listed special purpose acquisition companies (“SPACs”).

 

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

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Use of Estimates

 

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

 

Share Transactions

 

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

 

Fair Value Measurement

 

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

 

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

 

35

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

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).

 

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

 

36

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

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, 2022, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Technology, AI & Deep Learning ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 14,171,452     $     $     $ 14,171,452  

Money Market Funds

    136,736                   136,736  

Total Investments - Assets

  $ 14,308,188     $     $     $ 14,308,188  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares ESG Active Opportunities ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 6,039,240     $     $     $ 6,039,240  

Real Estate Investment Trusts

    228,369                   228,369  

Money Market Funds

    136,553                   136,553  

Total Investments - Assets

  $ 6,404,162     $     $     $ 6,404,162  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Low Volatility Equity Income ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 76,713,900     $     $     $ 76,713,900  

Money Market Funds

    4,294,571                   4,294,571  

Total Investments - Assets

  $ 81,008,471     $     $     $ 81,008,471  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

True Shares Eagle Global Renewable Energy Income ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 2,358,347     $     $     $ 2,358,347  

Real Estate Investment Trusts

    45,673                   45,673  

Money Market Funds

    196,750                   196,750  

Total Investments - Assets

  $ 2,600,770     $     $     $ 2,600,770  

 

* See the Schedule of Investments for industry classifications.

 

37

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Patriot ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 2,808,524     $     $     $ 2,808,524  

Partnerships*

    120,671                   120,671  

Real Estate Investment Trusts

    285,890                   285,890  

Money Market Funds

    82,374                   82,374  

Total Investments - Assets

  $ 3,297,459     $     $     $ 3,297,459  

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Enhanced Pre- Merger SPAC ETF

                               

Investments - Assets:

                               

Common Stocks*

  $ 3,276,286     $ 362,905     $     $ 3,639,191  

Warrants*

    7,079       568             7,647  

Money Market Funds

    222,763                   222,763  

Total Investments - Assets

    3,506,128     $ 363,473     $     $ 3,869,601  

 

* 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.

 

38

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

Distributions to shareholders are recorded on the ex-dividend date. The AI ETF, the ESG ETF, RNWZ, FLDZ and SPCZ ETF generally pay out dividends from net investment income, if any, at least annually, and distribute its net capital gains, if any, to shareholders at least annually. The DIVZ ETF 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 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, 2022, the Funds’ fiscal year or 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, 2022, the Funds’ fiscal year or 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 2022 fiscal period. At December 31, 2022, the Funds’ fiscal year or 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, based on experience, the Funds expect 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 each Fund’s respective average daily net assets, as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.68%

TrueShares ESG Active Opportunities ETF

0.58%

TrueShares Low Volatility Equity Income ETF

0.65%

TrueShares Eagle Global Renewal Energy Income ETF

0.75%

RiverNorth Patriot ETF

0.70%

RiverNorth Enhanced Pre- Merger SPAC ETF

0.89%

 

39

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

TrueMark has agreed to pay all expenses of the Funds except the fee paid to TrueMark under the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (if any). TrueMark, in turn, compensates the Sub-Advisers from the management fee it receives.

 

Black Hill Capital Partners, LLC (the “AI ETF Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the AI ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the AI ETF Sub-Adviser, the AI ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the AI ETF Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is 50% of the Adviser’s net profits. “Net profits” means, the total Adviser’s fees received by the Adviser from the ETF during a fiscal period, less the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the ETF, which expenses include, without limitation: expense waivers and reimbursements; commissions; legal, administrative and custodial expenses; ntf/platform/omnibus fees; filing and registration fees; proxy solicitation expenses; taxes; interest.

 

Opal Capital LLC (the “DIVZ ETF Sub-Advisor”), a Florida limited liability company serves as sub-adviser to the DIVZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the DIVZ ETF Sub-Adviser, the DIVZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. The DIVZ ETF Sub-Advisor is entitled to a sub-advisory fee paid by the Adviser, which is 70% the net profits of the DIVZ ETF, calculated monthly.

 

Eagle Global Advisors LLC (the “RNWZ ETF Sub-Advisor”), a Texas limited liability company serves as sub-adviser to the RNWZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the RNWZ ETF Sub-Adviser, the RNWZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. The RNWZ ETF Sub-Advisor is entitled to a sub-advisory fee paid by the Adviser, which is 50% the net profits of the RNWZ ETF, calculated monthly.

 

RiverNorth Capital Management, LLC (the “RiverNorth ETF’s Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to FLDZ and SPCZ. Pursuant to a Sub-Advisory Agreement between the Adviser and the RiverNorth ETF’s Sub-Adviser, the RiverNorth ETF’s Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the RiverNorth ETF’s Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly at an annual rate as follows:

 

Fund

Sub-Advisory Fee

RiverNorth Patriot ETF

0.60% based on the daily net assets of the Fund

RiverNorth Enhanced Pre- Merger SPAC ETF

75% of the Net Profits

 

The RiverNorth ETF’s Sub-Adviser will donate a majority of its sub-advisory fee from FLDZ or 100% of the profit derived from its management of the Fund, whichever is greater, to the Folds of Honor Foundation, a charity focused on providing scholarships to families of veterans.

 

Distribution Agreement and 12b-1 Plan

 

Foreside Fund Services, LLC (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.

 

40

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

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

 

Creation Unit Transaction Fee

 

Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the “Creation Unit Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased or redeemed by an investor on the applicable business day. Effective April 30, 2022, the Creation Unit Transaction Fee charged by the AI ETF, ESG ETF and DIVZ ETF for each creation order is $300. Prior to this date, the Creation Unit Transaction fee was $250. The Creation Unit Transaction Fee charged by the RNWZ ETF, FLDZ ETF and SPCZ ETF for each creation order is $500.

 

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

 

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

 

41

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

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:

 

   

Year or Period Ended
December 31, 2022

   

Year or Period Ended
December 31, 2021

 
   

Ordinary
Income
(1)

   

Return of
Capital

   

Ordinary
Income
(1)

   

Long-Term
Capital Gain

 

TrueShares Technology, AI & Deep Learning ETF

  $     $     $ 37,530     $  

TrueShares ESG Active Opportunities ETF

    55,980             40,352       930  

TrueShares Low Volatility Equity Income ETF

    2,075,345       693       1,609,680       3,174  

TrueShares Eagle Global Renewable Energy Income ETF

          238              

RiverNorth Patriot ETF

    48,932       407              

RiverNorth Enhanced Pre-Merger SPAC ETF

    8,355                    

 

(1)

Ordinary income includes short-term capital gains.

 

At December 31, 2022, the Funds’ fiscal year or period end, the components of distributable earnings (accumulated losses) and cost of investments on a tax basis, including the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting year, were as follows:

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

TrueShares
Eagle Global
Renewable
Energy
Income ETF

   

RiverNorth
Patriot ETF

   

RiverNorth
Enhanced
Pre-Merger
SPAC ETF

 

Federal Tax Cost of Investments

  $ 28,812,084     $ 5,851,425     $ 76,599,690     $ 2,638,420     $ 3,604,178     $ 3,836,354  

Gross Tax Unrealized Appreciation

  $ 534,508     $ 1,168,174     $ 7,706,818     $ 14,592     $ 180,603     $ 67,142  

Gross Tax Unrealized Depreciation

    (15,038,404 )     (615,437 )     (3,298,037 )     (53,078 )     (487,322 )     (33,895 )

Net Tax Unrealized Appreciation (Depreciation)

    (14,503,896 )     552,737       4,408,781       (38,486 )     (306,719 )     33,247  

Undistributed Ordinary Income

          534                         37,146  

Other Accumulated Gain (Loss)

    (3,126,370 )     (88,060 )     (3,193,134 )           (178,185 )      

Total Distributable Earnings / (Accumulated Losses)

  $ (17,630,266 )   $ 465,211     $ 1,215,647     $ (38,486 )   $ (484,904 )   $ 70,393  

 

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

 

42

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

Under current tax law, net capital losses realized and specified ordinary losses after October 31st may be deferred and treated as occurring on the first day of the following fiscal year. The Funds’ carryforward losses and post-October losses are determined only at the end of each fiscal year. At December 31, 2022, the Funds’ fiscal year or period end, the Funds had carryforward losses which will be carried forward indefinitely to offset future realized capital gains as follows:

 

   

Indefinite Short-
Term Capital
Loss Carryover

   

Indefinite Long-
Term Capital
Loss Carryover

 

TrueShares Technology, AI & Deep Learning ETF

  $ 1,069,946     $ 2,056,424  

TrueShares ESG Active Opportunities ETF

    7,868       80,192  

TrueShares Low Volatility Equity Income ETF

    1,951,943       1,241,191  

TrueShares Eagle Global Renewable Energy Income ETF

           

RiverNorth Patriot ETF

    178,185        

RiverNorth Enhanced Pre-Merger SPAC ETF

           

 

U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to redemptions in-kind and write-off of net operating losses. For the fiscal year or period ended December 31, 2022, 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

  $ (1,511,100 )   $ 1,511,100  

TrueShares ESG Active Opportunities ETF

    (602,826 )     602,826  

TrueShares Low Volatility Equity Income ETF

    (1,560,151 )     1,560,151  

TrueShares Eagle Global Renewable Energy Income ETF

    510       (510 )

RiverNorth Patriot ETF

    (28,105 )     28,105  

RiverNorth Enhanced Pre-Merger SPAC ETF

    (1,164 )     1,164  

 

6. INVESTMENT TRANSACTIONS

 

During the fiscal year or period ended December 31, 2022, 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

  $ 2,414,653     $ (765,005 )

TrueShares ESG Active Opportunities ETF

    638,777       (32,020 )

TrueShares Low Volatility Equity Income ETF

    1,634,291       (40,190 )

TrueShares Eagle Global Renewable Energy Income ETF

           

RiverNorth Patriot ETF

    95,848       (69,457 )

RiverNorth Enhanced Pre-Merger SPAC ETF

    1,961       (16 )

 

43

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2022 (Continued)

 

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the year or period ended December 31, 2022, were as follows:

 

   

Purchases

   

Sales

   

Creations
In-Kind

   

Redemptions
In-Kind

 

TrueShares Technology, AI & Deep Learning ETF

  $ 7,835,403     $ 5,318,753     $ 4,387,969     $ 10,512,349  

TrueShares ESG Active Opportunities ETF

    341,111       387,265             1,762,862  

TrueShares Low Volatility Equity Income ETF

    24,321,774       23,933,437       38,338,709       7,369,764  

TrueShares Eagle Global Renewable Energy Income ETF

    193,129       45,334       2,294,383        

RiverNorth Patriot ETF

    1,052,635       1,119,733       3,659,651       1,148,769  

RiverNorth Enhanced Pre-Merger SPAC ETF

    1,564,051       1,695,919       4,290,464       604,771  

 

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 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.

 

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.”

 

8. SUBSEQUENT EVENTS

 

Management has evaluated the Funds’ related events and transactions that occurred subsequent to December 31, 2022, 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.

 

44

 

 

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, TrueShares Eagle Global Renewable Energy Income ETF, RiverNorth Patriot ETF, and RiverNorth Enhanced Pre-Merger SPAC ETF (“TrueShares ETFs” or the “Funds”), each a series of Listed Funds Trust, as of December 31, 2022, 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, 2022, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements of Changes
in Net Assets

Financial Highlights

TrueShares Technology, AI & Deep Learning ETF

For the year ended December 31, 2022

For the years ended December 31, 2022 and 2021

For the years ended December 31, 2022 and 2021 and for the period from February 28, 2020 (commencement of operations) through December 31, 2020

TrueShares ESG Active Opportunities ETF

For the year ended December 31, 2022

For the years ended December 31, 2022 and 2021

For the years ended December 31, 2022 and 2021 and for the period from February 28, 2020 (commencement of operations) through December 31, 2020

TrueShares Low Volatility Equity Income ETF

For the year ended December 31, 2022

For the year ended December 31, 2022 and for the period from January 27, 2021 (commencement of operations) through December 31, 2021

TrueShares Eagle Global Renewal Energy Income ETF

For the period from December 8, 2022 (commencement of operations) through December 31, 2022

RiverNorth Patriot ETF

For the year ended December 31, 2022

For the year ended December 31, 2022 and for the one day ended December 31, 2021 (commencement of operations)

RiverNorth Enhanced Pre-Merger SPAC ETF

For the period from July 11, 2022 (commencement of operations) through December 31, 2022

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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.

 

45

 

 

TrueShares ETFs

Report of Independent Registered Public Accounting Firm

(Continued)

 

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, 2022, by correspondence with the custodian and brokers. 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, 2023

 

46

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 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 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); 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)

53

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

Trustee

Indefinite term; since 2019

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

53

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)

53

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)

53

None

 

*

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

 

47

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 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

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 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

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)

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)

 

 

48

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

TrueShares Low Volatility Equity Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited)

 

At a meeting held on September 14, 2022 (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 following agreements (collectively, the “Agreements”):

 

 

the approval of the continuation of the advisory agreement (the “Advisory Agreement”) between TrueMark Investments, LLC (the “Adviser”) and the Trust, on behalf of TrueShares Technology, AI & Deep Learning ETF, TrueShares ESG Active Opportunities ETF, and TrueShares Low Volatility Equity Income ETF (each, a “Fund” and together, the “Funds”);

 

 

the approval of the continuation of the sub-advisory agreement (the “Black Hill Agreement”) between the Adviser, the Trust, on behalf of TrueShares Technology, AI & Deep Learning ETF (“LRNZ”), and Black Hill Capital Partners, LLC (“Black Hill Capital” or “Sub-Adviser”); and

 

 

the approval of the sub-advisory agreement (the “Opal Agreement”) between the Adviser, the Trust, on behalf of TrueShares Low Volatility Equity Income ETF (“DIVZ”), and Opal Capital, LLC (the “Opal” or Sub-Adviser”).

 

Pursuant to Section 15 of the 1940 Act, the initial approval, or the continuation of each of the Advisory Agreement and Sub-Advisory Agreement after its initial two-year term, must be approved annually by: (i) the vote of the Board or shareholders of a Fund and (ii) the vote of a majority of the Independent Trustees cast at a meeting called for the purpose of voting on such approval. As discussed in greater detail below, in preparation for the Meeting, the Board requested from, and reviewed a wide variety of information provided by, the Adviser and the Sub-Advisers.

 

In addition to the written materials provided to the Board in advance of the Meeting, representatives from the Adviser and Sub-Advisers provided the Board with an overview, during the Meeting, of each Fund’s strategy, the services provided to each Fund by the Adviser and respective Sub-Adviser, and additional information about the Adviser’s and the Sub-Advisers’ personnel and operations. The Board considered the Adviser’s and Sub-Adviser’s presentations and the materials it received in advance of the Meeting, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Trustees in considering the approval of the Advisory and Sub-Advisory Agreements. The Board also considered the information about the Fund, the Adviser and the Sub-Advisers provided over the course of the prior year. The Board deliberated on the approval of the Advisory and Sub-Advisory Agreements for an additional one-year period in light of this information, if applicable. 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 Agreements and the Independent Trustees’ responsibilities relating thereto.

 

At the Meeting, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services provided by the Adviser and Sub-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 with 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. In its deliberations, the Board considered the factors and reached the conclusions described below relating to the advisory and sub-advisory arrangements and the approval or 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 Continuation of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided under the Advisory Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to 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 and the investment management services it has provided to

 

49

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

TrueShares Low Volatility Equity Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

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 on 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.

 

In addition to the Adviser’s responsibilities with respect to implementing the Funds’ investment programs, 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 each Sub-Adviser, compliance with various policies and procedures and with applicable securities regulations, and the extent to which each Fund achieved its investment objective. The Board further considered the information provided by the Adviser with respect to the ongoing 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 June 30, 2022, unless otherwise noted.

 

TrueShares Technology, AI & Deep Learning ETF: The Board noted that, for the one-year and since inception periods, the Fund underperformed the NASDAQ Composite Total Return Index, before Fund fees and expenses. The Board also noted that, for the one-year period as of August 31, 2022, the Fund slightly underperformed the median for funds in the universe of Technology ETFs as reported by Morningstar (the “Category Peer Group”).

 

The Board also considered the Fund’s performance relative to the most direct competitors as identified by the Adviser which are either actively or passively managed Technology and Artificial Intelligence ETFs (the “Selected Peer Group”). The Board noted that, for the one-year period, the Fund performed within the range of returns of the Selected Peer Group.

 

TrueShares ESG Active Opportunities ETF: The Board noted that, for the one-year and since inception periods, the Fund underperformed the S&P 500 Total Return Index (the “Benchmark”), before Fund fees and expenses. The Board also noted that, for the one-year period as of August 31, 2022, 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 the most direct competitors as identified by the Adviser which are passively managed ESG-themed ETFs (the “Selected Peer Group”). The Board noted that, for the one-year period, the Fund performed within the range of returns of the Selected Peer Group.

 

TrueShares Low Volatility Equity Income ETF: The Board noted that, for the one-year and since inception periods, the Fund underperformed the S&P 500 Total Return Index (the “Benchmark”), before Fund fees and expenses. The Board also noted that, for the one-year period as of August 31, 2022, the Fund outperformed the median for funds in the universe of Large Cap Value ETFs as reported by Morningstar (the “Category Peer Group”).

 

The Board also considered the Fund’s performance relative to the most direct competitors as identified by the Adviser which are passively managed Equity Income ETFs (the “Selected Peer Group”). The Board noted that, for the one-year period, the Fund performed within the range of returns of the Selected Peer Group.

 

Cost of Services Provided and Profitability. The Board reviewed the expense ratio for each Fund and compared each Fund’s expense ratio to those of its Category Peer Group and Selected Peer Group. The Board took into consideration that the Adviser charges a “unitary fee,” meaning a Fund pays no expenses except for the advisory fee paid to the Adviser pursuant to the Advisory Agreement and certain expenses excluded from the unitary fee arrangement, including interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board noted that the Adviser continues to be

 

50

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

TrueShares Low Volatility Equity Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

responsible for compensating each Fund’s other service providers and paying each Fund’s other expenses out of its own revenue and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account of the Adviser’s profitability analysis with respect to each Fund.

 

TrueShares 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 further noted that the Fund’s expense ratio was within the range of expense ratios for the Selected Peer Group.

 

TrueShares ESG Active Opportunities 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 noted that, because the Category Peer Group included actively-managed funds of large fund complexes where economies of scale are more easily attainable, the Category Peer Group may not allow for an apt comparison by which to judge the Fund’s expense ratio. The Board further noted that the Fund’s expense ratio was also higher than expense ratios for the Selected Peer Group, which also included large fund complexes where economies of scale are more easily attainable.

 

TrueShares Low Volatility Equity Income ETF: The Board noted that the expense ratio for the Fund, which consists entirely of the “unified fee” described below, was significantly higher than the median of its Category Peer Group. The Board also noted that, because the Category Peer Group included actively-managed funds of large fund complexes where economies of scale are more easily attainable, the Category Peer Group may not allow for an apt comparison by which to judge the Fund’s expense ratio. The Board further noted that the Fund’s expense ratio was also higher than expense ratios for the Selected Peer Group, which also included large fund complexes where economies of scale are more easily attainable.

 

Economies of Scale. The Board noted that it is not yet evident that the Funds have reached the size at which they have begun to realize economies of scale, but acknowledged that breakpoints might be warranted if the Funds’ assets continue to grow. However, the Board further determined that, based on the amount and structure of each Fund’s unitary fee, any such economies of scale would be shared with each Fund’s respective shareholders. The Board stated that it would monitor fees as each Fund grows and consider whether fee breakpoints may be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Advisory Agreement, including the compensation payable thereunder, were 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 Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

Approval of Continuation of the Sub-Advisory Agreement with 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 the Sub-Adviser expected to continue to provide substantially similar investment management services to the Fund. The Board noted the responsibilities that the Sub-Adviser has as the Fund’s investment sub-adviser, including: responsibility for the management of the securities and other assets of the Fund, subject to the supervision and oversight of the Adviser; determining the assets to be purchased, retained or sold by the Fund; executing placement of orders and selection of brokers or dealers for such orders; general portfolio compliance with relevant law; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund.

 

In considering the nature, extent, and quality of the services provided by the Sub-Adviser, the Board considered past and current reports of the Trust’s CCO with respect to Sub-Adviser’s compliance program and noted that it had received a copy of the Sub-Adviser’s registration form on Form ADV, as well as the response of the Sub-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 Sub-Adviser. The Board also considered the Sub-Adviser’s resources

 

51

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

TrueShares Low Volatility Equity Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

and capacity with respect to portfolio management, compliance, and operations and its previous experience with the Sub-Adviser providing investment management services to the Fund. The Board further considered information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on its operations.

 

Historical Performance. The Board noted that it had received information regarding the Fund’s performance for various time periods in the materials and considered the Fund’s performance for the periods ended June 30, 2022 and August 31, 2022.

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to the Sub-Adviser for its services to the Fund. The Board considered that the fees paid to the Sub-Adviser are paid by the Adviser rather than the Fund, and noted that the fees reflect an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board also took into account analyses of the Sub-Adviser’s profitability with respect to the Fund.

 

The Board noted that it is not yet evident that the Fund has reached the size at which it has begun to realize economies of scale, but acknowledged that breakpoints might be warranted if the Fund’s assets continue to grow. The Board further noted that because each Fund pays the Adviser a unitary fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than to each Fund’s shareholders. The Board stated it would monitor fees as each Fund grows and consider whether fee breakpoints might be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Sub-Advisory Agreement, including the compensation payable thereunder, were 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 Sub-Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

Approval of the Sub-Advisory Agreement with Opal Capital, LLC

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services to be provided to DIVZ under the Opal Agreement, noting that the Sub-Adviser is a newly-created investment adviser and an affiliate of Titleist Asset Management, Ltd., the Fund’s current sub-adviser. In addition, the Board considered that the Portfolio Manager would remain the same under the Opal Agreement. The Board expected the Sub-Adviser to continue to provide substantially similar investment management services to the Fund. The Board noted the responsibilities that the Sub-Adviser has as the Fund’s investment sub-adviser, including: responsibility for the management of the securities and other assets of the Fund, subject to the supervision and oversight of the Adviser; determining the assets to be purchased, retained or sold by the Fund; executing placement of orders and selection of brokers or dealers for such orders; general portfolio compliance with relevant law; responsibility for quarterly reporting to the Board; and 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 Sub-Adviser, the Board considered the quality of the Sub-Adviser’s compliance program. 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.

 

Historical Performance. The Board noted that it had received information regarding the Fund’s performance for various time periods in the materials and considered the Fund’s performance for the periods ended June 30, 2022 and August 31, 2022.

 

52

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

TrueShares Low Volatility Equity Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to the Sub-Adviser for its services to the Fund. The Board considered that the fees paid to the Sub-Adviser are paid by the Adviser rather than the Fund, and noted that the fees reflect an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board also took into account analyses of the Sub-Adviser’s profitability with respect to the Fund.

 

The Board noted that it is not yet evident that the Fund has reached the size at which it has begun to realize economies of scale, but acknowledged that breakpoints might be warranted if the Fund’s assets continue to grow. The Board further noted that because each Fund pays the Adviser a unitary fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than to each Fund’s shareholders. The Board stated it would monitor fees as each Fund grows and consider whether fee breakpoints might be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Sub-Advisory Agreement, including the compensation payable thereunder, were 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 Sub-Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

53

 

 

TrueShares Eagle Global Renewables Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited)

 

At a meeting held on September 14, 2022 (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 Investment, LLC (the “Adviser”) and the Trust, on behalf of TrueShares Eagle Global Renewables 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 Eagle Global Advisors LLC (the “Sub-Adviser”) with respect to the Fund.

 

Pursuant to Section 15 of the 1940 Act, the Agreements must be approved by: (i) the vote of the Board or 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. As discussed in greater detail below, in preparation for the Meeting, the Board requested from and reviewed a wide variety of information provided by the Adviser.

 

In addition to the written materials provided to the Board in advance of the Meeting, during the Meeting representatives from the Adviser and Sub-Adviser each provided the Board with an overview of their advisory businesses, including information about its 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 information with respect to the Fund’s strategy and certain operational aspects of the Fund. The Board considered the Adviser’s and Sub-Adviser’s presentations and the materials it received in advance of the Meeting, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Board in considering the approval of the Agreements. The Board also considered the information about the Fund and the Adviser provided over the course of the prior year. The Board deliberated on the approval of the Agreements in light of this information. Throughout the process, the Board was afforded the opportunity to ask questions of, and request additional materials from, the Adviser and Sub-Adviser. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the proposed Agreements and the Independent Trustees’ responsibilities relating thereto.

 

At the Meeting, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services 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 the advisory and sub-advisory fees reflect economies of scale to be shared with Fund shareholders; (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 considered the factors and reached the conclusions described below relating to the advisory arrangements and the approval 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 to be Provided. The Board considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing 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 Board 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 infrastructure and past and current reports from the Trust’s Chief Compliance Officer regarding her 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. The Board noted that it had received a copy of the Adviser’s registration form on Form ADV, as well as the response of the Adviser to a detailed series of questions which included, among other things, information about background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services to be provided by the Adviser.

 

54

 

 

TrueShares Eagle Global Renewables Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

Fund Expenses and Performance. Because the Fund had not yet commenced operations, the Board noted that there were no historical performance records to consider. Instead, the Board was presented with information about the Fund’s investment strategy and expected break-even expense analyses. The Board then reviewed the proposed expense ratio for the Fund and compared it to its peer funds in the universe of Equity Energy ETFs, as reported by Morningstar (the “Category Peer Group”) and certain funds identified by the Adviser as the Fund’s most similar peer funds (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, and was in the range of expense ratios for the Selected Peer Group. The Board also noted that, because the Category Peer Group included passively-managed funds of large fund complexes where economies of scale are more easily attainable, the Category Peer Group may not allow for an apt comparison by which to judge the Fund’s expense ratio.

 

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 Fund would pay the Adviser a “unitary fee,” meaning the Fund would pay no expenses except the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Adviser would be responsible for compensating the Fund’s other service providers, including the Sub-Adviser, and paying the Fund’s other expenses out of its own fee and resources. The Board considered the Adviser’s projected break-even point for the Fund or the level of the Fund’s assets under management at which the Adviser may earn revenue from its unitary fee in excess of the expenses necessary to operate the Fund on a day-to-day basis. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund. Based on the projected profitability information presented and the comparability of the Funds’ proposed fees and expenses to those of its peer funds, the Board concluded that the Adviser’s anticipated profitability appears reasonable at this time.

 

Economies of Scale. The Board noted that the Adviser might realize economies of scale in managing the Fund and acknowledged that breakpoints might be warranted as the Fund’s assets grow in size. However, the Board determined that, based on the amount and structure of the Fund’s unitary fee, any such economies of scale would be shared with the Fund’s respective shareholders. The Board stated that it would monitor fees as the Fund grows and consider whether fee breakpoints may be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Advisory Agreement, including the compensation payable thereunder, were 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 management of the securities and other assets of the Fund, subject to the supervision and oversight of the Adviser; determining the assets to be purchased, retained or sold by the Fund; executing placement of orders and selection of brokers or dealers for such orders; 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.

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered the quality of the Sub-Adviser’s compliance program, and the Sub-Adviser’s experience providing investment management services to other 1940 Act regulated investment vehicles. The Board further noted that they had received and reviewed materials with regard to the Sub-Adviser, including its responses to a detailed series of questions that included, among other things, information

 

55

 

 

TrueShares Eagle Global Renewables Income ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

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, 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 strategy 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. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Sub-Advisory Agreement, including the compensation payable thereunder, were 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.

 

56

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited)

 

At a meeting held on March 16-17, 2022 (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 Enhanced Pre-Merger SPAC 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, the Agreements must be approved by: (i) the vote of the Board or 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.

 

As discussed in greater detail below, in preparation for the Meeting, the Board requested from and reviewed a wide variety of information provided by the Adviser. In addition to the written materials provided to the Board in advance of the Meeting, during the Meeting representatives from the Adviser and Sub-Adviser each provided the Board with an overview of its advisory business, including information about its investment personnel, financial resources, experience, investment processes, quality control 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 information with respect to the Fund’s strategy and certain operational aspects of the Fund. The Board considered the materials it received in advance of the Meeting, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Trustees in considering the approval of the Agreements under the 1940 Act and information conveyed during the Adviser’s and Sub-Adviser’s oral presentations. The Board 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 Independent Trustees’ responsibilities relating thereto.

 

At the Meeting, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services to be provided by the Adviser and Sub-Adviser to the Fund; (ii) Fund anticipated expenses and performance; (iii) the cost of the services to be provided and anticipated profits to be realized by the Adviser and Sub-Adviser from the relationship with the Fund; (iv) comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (v) the extent to which the advisory fee reflects economies of scale to be shared with Fund shareholders; (vi) any benefits to be derived by the Adviser or Sub-Adviser from the relationship with 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 Board considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing a continuous investment program for the Fund, including arranging for, or implementing, the purchase and sale of portfolio securities. The Board also considered other services to be provided by the Adviser to the Fund, including monitoring adherence to the Fund’s investment restrictions, overseeing the activities of the Sub-Adviser and other service providers, monitoring compliance with various policies and procedures with applicable securities regulations, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed 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 infrastructure 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. The Board noted that it had received a copy of the Adviser’s registration on Form ADV, as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services to be provided by the Adviser.

 

57

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

Fund Expenses and Performance. Because the Fund had not yet commenced operations, the Board noted that there were no historical performance records to consider. Instead, the Board was presented with information about the Fund’s investment strategies and expected break-even expense analyses. The Board considered that the Fund’s advisory fee consists entirely of the “unified fee” described below. The Board reviewed the proposed expense ratio for the Fund and compared it to the universe of Small Growth ETFs and an Event Driven ETF, as reported by Morningstar (the “Category Peer Group”) and its closest competitors as identified by the Adviser (the “Selected Peer Group”). The Board noted that the proposed expense ratio for the Fund was slightly higher than the median for the Category Peer Group, but was within the range of expense ratios for both Peer Groups.

 

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 Fund would pay the Adviser a “unitary fee,” meaning the Fund would pay no expenses except for the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses and distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Adviser would be responsible for compensating the Fund’s other service providers, including the Sub-Adviser, and paying the Fund’s other expenses out of its own fee and resources. The Board considered the Adviser’s projected break-even point for the Fund or the level of the Fund’s assets under management at which the Adviser may earn revenue from its unitary fee in excess of the expenses necessary to operate the Fund on a day-to-day basis. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund. Based on the projected profitability information presented and the comparability of the Fund’s proposed fees and expenses to those of its peer funds, the Board concluded that the Adviser’s anticipated profitability appears reasonable at this time.

 

Economies of Scale. The Board noted that the Adviser might realize economies of scale in managing the Fund and acknowledged that breakpoints might be warranted as the Fund’s assets grow in size. However, the Board determined that, based on the amount and structure of the Fund’s unitary fee, any such economies of scale would be shared with the Fund’s shareholders. The Board stated it would monitor fees as the Fund grows and consider whether fee breakpoints may be warranted in the future.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Advisory Agreement, including the compensation payable thereunder, were 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 management of the securities and other assets of the Fund, subject to the supervision and oversight of the Adviser; determining the assets to be purchased, retained or sold by the Fund; executing placement of orders and selection of brokers or dealers for such orders; 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.

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered the quality of the Sub-Adviser’s compliance infrastructure and past and current reports from the Trust’s CCO regarding his review of the Sub-Adviser’s compliance program, as well as the Board’s experience with the Sub-Adviser as the investment sub-adviser to other series of the Trust. 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

 

58

 

 

RiverNorth Enhanced Pre-Merger SPAC ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2022 (Unaudited) (Continued)

 

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. However, the Board determined that, based on the amount and structure of the Fund’s unitary fee, any such economies of scale would be shared with the Fund’s shareholders. 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. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the terms of the Sub-Advisory Agreement, including the compensation payable thereunder, were 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.

 

59

 

 

TrueShares ETFs

Supplemental Information

(Unaudited)

 

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

 

QUARTERLY PORTFOLIO HOLDING INFORMATION

 

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

 

PROXY VOTING INFORMATION

 

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

 

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

Information regarding how often shares of the Funds trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Funds is available without charge, on the Funds’ website at www.true-shares.com

 

TAX INFORMATION

 

For the fiscal year or period end December 31, 2022, certain dividends paid by the Funds may be subject to a maximum tax rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.00%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

100.00%

TrueShares Eagle Global Renewable Energy ETF

0.00%

RiverNorth Patriot ETF

0.00%

RiverNorth Enhanced Pre-Merger SPAC ETF

0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the Funds’ fiscal year or period end December 31, 2022 was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

0.00%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

100.00%

TrueShares Eagle Global Renewable Energy ETF

0.00%

RiverNorth Patriot ETF

0.00%

RiverNorth Enhanced Pre-Merger SPAC ETF

0.00%

 

60

 

 

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 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.

 

61

 

 

Investment Adviser:

 

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

 

Investment Sub-Adviser:

 

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

 

Eagle Global Advisors, LLC
1330 Post Oak Boulevard, Suite 3000
Houston, TX 77056

 

Opal Capital LLC
1919 Flower Drive
Palm Beach Gardens, FL 33410

 

RiverNorth Capital Management, LLC
433 W. Van Buren St., 1150-N
Chicago, IL 60607

 

Legal Counsel:

 

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

 

Independent Registered Public Accounting Firm:

 

Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

 

Distributor:

 

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101

 

Administrator, Fund Accountant & Transfer Agent:

 

U.S. Bancorp Fund Services, LLC
d/b/a U.S. Bank Global Fund Services
615 E. Michigan St.
Milwaukee, WI 53202

 

Custodian:

 

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

 

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