TrueShares ETFs

 

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

 

 

 

ANNUAL REPORT

 

December 31, 2021

 

 

 

 

 

 

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

 

 

TrueShares ETFs

Table of Contents

 

 

   

Shareholder Letter (Unaudited)

2

Shareholder Expense Example (Unaudited)

4

Performance Overviews (Unaudited)

6

Schedules of Investments

8

Statements of Assets and Liabilities

18

Statements of Operations

19

Statements of Changes in Net Assets

20

Financial Highlights

22

Notes to Financial Statements

24

Report of Independent Registered Public Accounting Firm

34

Board of Trustees and Officers (Unaudited)

35

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

37

Supplemental Information (Unaudited)

44

Privacy Policy (Unaudited)

45

 

 

1

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2021 (Unaudited)

 

Dear Shareholder,

 

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

 

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

 

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

 

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

 

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

 

2

 

 

TrueShares ETFs

Shareholder Letter

December 31, 2021 (Continued) (Unaudited)

 

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

 

Sincerely,

 

 

Michael N. Loukas

 

Investment Risks

 

Investing involves risk including possible loss of principal.

 

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

 

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

 

DIVZ - TrueShares Low Volatility Equity Income ETF is subject to the following risks: Dividend Paying Security Risk. Securities that pay high dividends as a group can fall out of favor with the market, causing these companies to underperform companies that do not pay high dividends. Dividends may also be reduced or discontinued. Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change based on various and unpredictable factors.

 

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

 

3

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2021 (Unaudited)

 

As a shareholder of a fund you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (July 1, 2021 to December 31, 2021), except as noted in footnotes below.

 

ACTUAL EXPENSES

 

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

 

 

Beginning
Account
Value

Ending
Account
Value

Annualized
Expense
Ratios

Expenses
Paid
During the
Period

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,032.70

0.68%

$3.48(1)

TrueShares ESG Active Opportunities ETF

1,000.00

1,073.20

0.58

3.03(1)

TrueShares Low Volatility Equity Income ETF

1,000.00

1,048.00

0.65

3.36(1)

RiverNorth Volition America Patriot ETF

1,000.00

1,000.00

0.70

0.00(2)

 

(1)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 184/365 (to reflect the six-month period).

 

(2)

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

 

 

4

 

 

TrueShares ETFs

Shareholder Expense Example

December 31, 2021 (Audited) (Continued)

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

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

 

 

Beginning
Account
Value

Ending
Account
Value

Annualized
Expense
Ratios

Expenses
Paid
During the
Period
(1)

TrueShares Technology, AI & Deep Learning ETF

$ 1,000.00

$ 1,021.78

0.68%

$3.47

TrueShares ESG Active Opportunities ETF

1,000.00

1,022.28

0.58

2.96

TrueShares Low Volatility Equity Income ETF

1,000.00

1,021.93

0.65

3.31

RiverNorth Volition America Patriot ETF

1,000.00

1,021.68

0.70

3.57(2)

 

(1)

Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 184/365 (to reflect the six-month period).

 

(2)

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

 

5

 

 

TrueShares ETFs

Performance Overviews

December 31, 2021 (Unaudited)

 

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

 

 

1

The Fund has an inception date and commenced operations on February 28, 2020.

 

 

1

The Fund has an inception date and commenced operations on February 28, 2020.

 

 

1

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

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares Technology, AI & Deep Learning ETF —NAV

(0.90)%

41.19%

TrueShares Technology, AI & Deep Learning ETF —Market

(0.96)%

41.18%

NASDAQ Composite Total Return Index

22.18%

39.73%

 

ANNUALIZED TOTAL RETURN
FOR THE PERIODS ENDED
DECEMBER 31, 2021

Total Returns

1 Year

Since
Commencement
1

TrueShares ESG Active Opportunities ETF – NAV

18.40%

32.06%

TrueShares ESG Active Opportunities ETF – Market

18.42%

32.08%

S&P 500 Total Return Index

28.71%

31.74%

 

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2021

Total Returns

Since
Commencement
1

TrueShares Low Volatility Equity Income ETF —NAV

20.10%

TrueShares Low Volatility Equity Income ETF —Market

20.17%

S&P 500 Price Index

27.07%

 

6

 

 

TrueShares ETFs

Performance Overviews

December 31, 2021 (Unaudited) (Continued)

 

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

 

 

1

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

 

CUMULATIVE TOTAL RETURN
FOR THE PERIOD ENDED
DECEMBER 31, 2021

Total Returns

Since
Commencement
1

RiverNorth Volition America Patriot ETF —NAV

—%

RiverNorth Volition America Patriot ETF —Market

—%

S&P 500 Total Return Index

—%

 

The performance data quoted represents past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. For the most recent month-end performance, please call (877) 774-8789. You cannot invest directly in an index. Shares are bought and sold at market price (closing price), not net asset value (NAV), and are individually redeemed from the Fund. Market performance is determined using the bid/ask midpoint at 4:00pm Eastern time when the NAV is typically calculated. Brokerage commissions will reduce returns. Returns shown include the reinvestment of all dividends and distribution. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In the absence of fee waivers and reimbursements, total returns would be reduced.

 

The NASDAQ Total Return Composite Index is a stock market index of the common stocks and similar securities listed on the NASDAQ stock market. The index measures the performance of all domestic and international based common type stocks listed on the NASDAQ Stock Market. It includes common stocks, ordinary shares, ADRs, shares of beneficial interest or limited partnership interests and tracking stocks. The index is market capitalization-weighted. The composition of the NASDAQ Composite is heavily weighted towards information technology companies. The total return index includes reinvestment of all cash dividends on the ex-date.

 

The S&P 500® Index is a widely recognized capitalization-weighted index that measures the performance of the large-capitalization sector of the U.S. stock market. The S&P 500 Price Index does not include reinvestment of dividends.

 

7

 

 

TrueShares Technology, AI & Deep Learning ETF

Schedule of Investments

December 31, 2021

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 94.6%

               

Biotechnology — 7.0%

               

Berkeley Lights, Inc. (a)

    23,058     $ 419,194  

Guardant Health, Inc. (a)

    11,939       1,194,139  

Relay Therapeutics, Inc. (a)

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

Computers — 21.0%

               

Crowdstrike Holdings, Inc. - Class A (a)

    12,241       2,506,345  

Varonis Systems, Inc. (a)

    31,785       1,550,472  

Zscaler, Inc. (a)

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

Internet — 9.6%

               

Amazon.com, Inc. (a)

    308       1,026,977  

Anaplan, Inc. (a)

    27,587       1,264,864  

Okta, Inc. (a)

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

Pharmaceuticals — 1.3%

               

AbCellera Biologics, Inc. (a)(b)

    34,339       491,048  
                 

Semiconductors — 14.4%

               

Advanced Micro Devices, Inc. (a)

    2,762       397,452  

NVIDIA Corp.

    9,897       2,910,806  

Xilinx, Inc.

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

Software — 41.3% (c)

               

Datadog, Inc. - Class A (a)

    17,359       3,091,812  

Elastic N.V. (a)(b)

    11,652       1,434,245  

ROBLOX Corp. - Class A (a)

    18,289       1,886,693  

Samsara, Inc. - Class A (a)

    45,718       1,285,133  

Schrodinger, Inc. (a)

    16,970       591,065  

SentinelOne, Inc. (a)

    29,248       1,476,732  

ServiceNow, Inc. (a)

    2,257       1,465,041  

Twilio, Inc. - Class A (a)

    5,808       1,529,479  

UiPath, Inc. (a)

    22,640       976,463  

Unity Software, Inc. (a)

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

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

            35,662,368  
                 

 

 

 

Shares

   

Value

 

MONEY MARKET FUNDS — 4.0%

               

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

    1,513,951     $ 1,513,951  

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

            1,513,951  
                 

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

            37,176,319  

Other assets and liabilities, net — 1.4%

            517,612  

TOTAL NET ASSETS — 100.0%

          $ 37,693,931  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

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

 

(d)

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

 

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

 

8

 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2021

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 95.7%

               

Apparel — 2.1%

               

NIKE, Inc. - Class B

    1,270     $ 211,671  
                 

Auto Manufacturers — 4.9%

               

Tesla, Inc. (a)

    478       505,141  
                 

Banks — 3.3%

               

JPMorgan Chase & Co.

    1,140       180,519  

Truist Financial Corp.

    2,793       163,530  
              344,049  

Beverages — 1.3%

               

PepsiCo, Inc.

    800       138,968  
                 

Biotechnology — 1.0%

               

Amgen, Inc.

    230       51,743  

Gilead Sciences, Inc.

    751       54,530  
              106,273  

Chemicals — 1.9%

               

International Flavors & Fragrances, Inc.

    1,330       200,365  
                 

Commercial Services — 5.6%

               

Block, Inc. (a)

    1,320       213,193  

Moody’s Corp.

    238       92,958  

PayPal Holdings, Inc. (a)

    705       132,949  

S&P Global, Inc.

    290       136,860  
              575,960  

Computers — 3.0%

               

Apple, Inc.

    1,727       306,663  
                 

Cosmetics & Personal Care — 0.7%

               

Colgate-Palmolive Co.

    890       75,953  
                 

Distribution & Wholesale — 2.5%

               

WW Grainger, Inc.

    495       256,529  
                 

 

 

 

Shares

   

Value

 

Diversified Financial Services — 5.3%

               

American Express Co.

    1,439     $ 235,421  

BlackRock, Inc.

    170       155,645  

Mastercard, Inc. - Class A

    450       161,694  
              552,760  

Electric — 0.9%

               

Eversource Energy

    1,040       94,619  
                 

Energy, Alternate Sources — 3.0%

               

Enphase Energy, Inc. (a)

    1,699       310,815  
                 

Food — 2.7%

               

Beyond Meat, Inc. (a)

    738       48,088  

Sysco Corp.

    2,986       234,550  
              282,638  

Healthcare Products — 3.6%

               

Abbott Laboratories

    1,591       223,917  

Thermo Fisher Scientific, Inc.

    219       146,126  
              370,043  

Healthcare Services — 1.7%

               

Teladoc Health, Inc. (a)

    432       39,666  

UnitedHealth Group, Inc.

    273       137,084  
              176,750  

Insurance — 1.6%

               

The Allstate Corp.

    1,392       163,769  
                 

Internet — 11.5%

               

Alphabet, Inc. - Class A (a)

    116       336,056  

Amazon.com, Inc. (a)

    64       213,398  

Booking Holdings, Inc. (a)

    68       163,148  

Netflix, Inc. (a)

    190       114,464  

Spotify Technology SA (a)(b)

    207       48,444  

Twitter, Inc. (a)

    3,583       154,857  

Uber Technologies, Inc. (a)

    3,803       159,460  
              1,189,827  

Machinery Diversified — 3.5%

               

Rockwell Automation, Inc.

    1,023       356,874  
                 

Media — 2.0%

               

The Walt Disney Co. (a)

    1,345       208,327  
                 

Miscellaneous Manufacturing — 1.4%

               

Illinois Tool Works, Inc.

    587       144,872  
                 

 

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

 

9

 

 

TrueShares ESG Active Opportunities ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

Shares

   

Value

 

Pharmaceuticals — 4.3%

               

AbbVie, Inc.

    942     $ 127,547  

AmerisourceBergen Corp.

    1,367       181,660  

Cardinal Health, Inc.

    636       32,748  

Johnson & Johnson

    330       56,453  

Merck & Co., Inc.

    561       42,995  
              441,403  

Retail — 7.0%

               

Costco Wholesale Corp.

    433       245,813  

Starbucks Corp.

    1,580       184,813  

Target Corp.

    304       70,358  

The Home Depot, Inc.

    292       121,183  

Tractor Supply Co.

    420       100,212  
              722,379  

Semiconductors — 8.2%

               

Advanced Micro Devices, Inc. (a)

    1,175       169,083  

Lam Research Corp.

    242       174,034  

NVIDIA Corp.

    1,200       352,932  

QUALCOMM, Inc.

    820       149,953  
              846,002  

Software — 10.2%

               

Adobe, Inc. (a)

    303       171,819  

Electronic Arts, Inc.

    824       108,686  

Intuit, Inc.

    230       147,941  

Microsoft Corp.

    1,095       368,270  

MSCI, Inc.

    331       202,800  

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

    304       55,909  
              1,055,425  

Telecommunications — 1.0%

               

Verizon Communications, Inc.

    1,982       102,985  
                 

Transportation — 1.5%

               

Expeditors International of Washington, Inc.

    1,156       155,239  
                 

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

            9,896,299  
                 

 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 3.7%

               

AvalonBay Communities, Inc.

    701     $ 177,066  

Prologis, Inc.

    1,241       208,934  

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

            386,000  
                 

MONEY MARKET FUNDS — 0.6%

               

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

    64,363       64,363  

TOTAL MONEY MARKET FUNDS (Cost $64,363)

            64,363  
                 

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

            10,346,662  

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

            941  

TOTAL NET ASSETS — 100.0%

          $ 10,347,603  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

(b)

Foreign issued security.

 

(c)

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

 

(d)

Amount is less than 0.05%.

 

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

 

10

 

 

TrueShares Low Volatility Equity Income ETF

Schedule of Investments

December 31, 2021

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 98.1%

               

Aerospace & Defense — 6.0%

               

Lockheed Martin Corp.

    3,928     $ 1,396,051  

Raytheon Technologies Corp.

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

Agriculture — 7.2%

               

Altria Group, Inc.

    34,296       1,625,287  

Philip Morris International, Inc.

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

Banks — 11.6%

               

JPMorgan Chase & Co.

    8,684       1,375,112  

The PNC Financial Services Group, Inc.

    6,748       1,353,109  

Truist Financial Corp.

    23,488       1,375,222  

U.S. Bancorp

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

Electric — 3.3%

               

Avangrid, Inc.

    30,356       1,514,157  
                 

Healthcare Services — 4.6%

               

UnitedHealth Group, Inc.

    4,252       2,135,099  
                 

Insurance — 3.2%

               

Aflac, Inc.

    25,728       1,502,258  
                 

Internet — 3.7%

               

NortonLifeLock, Inc.

    66,276       1,721,850  
                 

Oil & Gas — 12.3%

               

Chevron Corp.

    16,128       1,892,621  

Devon Energy Corp.

    46,060       2,028,943  

Exxon Mobil Corp.

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

 

 

 

Shares

   

Value

 

Pharmaceuticals — 10.6%

               

AbbVie, Inc.

    16,541     $ 2,239,651  

Pfizer, Inc.

    21,440       1,266,032  

Viatris, Inc.

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

Pipelines — 4.2%

               

Enbridge, Inc. (a)

    22,009       860,112  

Kinder Morgan, Inc.

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

Private Equity — 2.8%

               

Blackstone, Inc.

    10,027       1,297,394  
                 

Retail — 6.7%

               

Genuine Parts Co.

    11,097       1,555,800  

Walgreens Boots Alliance, Inc.

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

Savings & Loans — 2.9%

               

New York Community Bancorp, Inc.

    108,839       1,328,924  
                 

Telecommunications — 11.5%

               

AT&T, Inc.

    72,401       1,781,065  

Cisco Systems, Inc.

    28,738       1,821,127  

Verizon Communications, Inc.

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

Transportation — 7.5%

               

Union Pacific Corp.

    8,918       2,246,712  

United Parcel Service, Inc. - Class B

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

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

            45,331,869  
                 

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

            45,331,869  

Other assets and liabilities, net — 1.9%

            893,412  

TOTAL NET ASSETS — 100.0%

          $ 46,225,281  

 

Percentages are stated as a percent of net assets.

 

(a)

Foreign issued security.

 

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

 

11

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021

 

Sector Diversification *

 

 

*

Percentages are stated as a percent of net assets.

 

 

 

Shares

   

Value

 

COMMON STOCKS — 86.3%

               

Advertising — 0.4%

               

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

    50     $ 4,582  
                 

Agriculture — 0.4%

               

Altria Group, Inc.

    100       4,739  
                 

Airlines — 0.4%

               

Southwest Airlines Co. (a)

    112       4,798  
                 

Auto Manufacturers — 0.4%

               

TuSimple Holdings, Inc. - Class A (a)

    136       4,876  
                 

Banks — 6.6%

               

Bank OZK

    52       2,420  

BOK Financial Corp.

    22       2,321  

CIT Group, Inc.

    48       2,464  

Citizens Financial Group, Inc.

    50       2,363  

Comerica, Inc.

    28       2,436  

Commerce Bancshares, Inc.

    34       2,337  

Cullen/Frost Bankers, Inc.

    18       2,269  

East West Bancorp, Inc.

    30       2,360  

Fifth Third Bancorp

    54       2,352  

First Citizens BancShares, Inc.

    2       1,660  

First Financial Bankshares, Inc.

    46       2,339  

First Horizon Corp.

    146       2,384  

First Republic Bank

    12       2,478  

Glacier Bancorp, Inc.

    42       2,381  

Huntington Bancshares, Inc.

    154       2,375  

KeyCorp

    104       2,406  

M&T Bank Corp.

    16       2,457  

PacWest Bancorp

    52       2,349  

Pinnacle Financial Partners, Inc.

    26       2,483  

Prosperity Bancshares, Inc.

    34       2,458  

Regions Financial, Corp.

    110       2,398  

Signature Bank of New York

    8       2,588  

 

 

 

Shares

   

Value

 

Banks (continued)

SouthState Corp.

    30     $ 2,403  

SVB Financial Group (a)

    4       2,713  

Synovus Financial Corp.

    50       2,394  

The PNC Financial Services Group, Inc.

    12       2,406  

Truist Financial Corp.

    40       2,342  

UMB Financial Corp.

    22       2,334  

U.S. Bancorp

    42       2,359  

Valley National Bancorp

    174       2,393  

Webster Financial Corp.

    42       2,345  

Wells Fargo & Co.

    50       2,399  

Western Alliance Bancorp

    22       2,368  

Wintrust Financial Corp.

    26       2,361  

Zions Bancorp NA

    38       2,400  
              83,295  

Beverages — 0.8%

               

Constellation Brands, Inc. - Class A

    20       5,019  

The Boston Beer Co., Inc. - Class A

    10       5,051  
              10,070  

Biotechnology — 3.7%

               

Arena Pharmaceuticals, Inc. (a)

    52       4,833  

Arrowhead Pharmaceuticals, Inc. (a)

    70       4,641  

Beam Therapeutics, Inc. (a)

    58       4,622  

Denali Therapeutics, Inc. (a)

    106       4,727  

Fate Therapeutics, Inc. (a)

    80       4,681  

Moderna, Inc. (a)

    18       4,571  

Novavax, Inc. (a)

    30       4,292  

Seagen, Inc. (a)

    30       4,638  

United Therapeutics Corp. (a)

    22       4,754  

Vir Biotechnology, Inc. (a)

    118       4,941  
              46,700  

Building Materials — 3.0%

               

Builders FirstSource, Inc. (a)

    56       4,800  

Eagle Materials, Inc.

    28       4,661  

Martin Marietta Materials, Inc.

    10       4,405  

MDU Resources Group, Inc.

    154       4,749  

The AZEK Co., Inc. (a)

    104       4,809  

Trex Co., Inc. (a)

    36       4,861  

UFP Industries, Inc.

    52       4,785  

Vulcan Materials Co.

    22       4,567  
              37,637  

Commercial Services — 3.8%

               

ADT, Inc.

    570       4,794  

Affirm Holdings, Inc. (a)

    24       2,414  

AMERCO

    6       4,357  

AMN Healthcare Services, Inc. (a)

    40       4,893  

ASGN, Inc. (a)

    38       4,689  

Block, Inc. (a)

    14       2,261  

Booz Allen Hamilton Holding Corp.

    56       4,748  

 

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

 

12

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

Shares

   

Value

 

Commercial Services (continued)

Mister Car Wash, Inc. (a)

    260     $ 4,735  

Paylocity Holding Corp. (a)

    20       4,723  

R1 RCM, Inc. (a)

    188       4,792  

TriNet Group, Inc. (a)

    50       4,763  
              47,169  

Computers — 0.4%

               

CACI International, Inc. - Class A (a)

    18       4,846  
                 

Distribution & Wholesale — 0.7%

               

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

    154       4,672  

SiteOne Landscape Supply, Inc. (a)

    20       4,846  
              9,518  

Diversified Financial Services — 2.7%

               

Ally Financial, Inc.

    50       2,380  

Ameriprise Financial, Inc.

    8       2,413  

Apollo Global Management, Inc.

    32       2,318  

Cboe Global Markets, Inc.

    18       2,347  

Credit Acceptance Corp. (a)

    4       2,751  

Discover Financial Services

    20       2,311  

LPL Financial Holdings, Inc.

    14       2,241  

OneMain Holdings, Inc.

    48       2,402  

Santander Consumer USA Holdings, Inc.

    56       2,353  

SLM Corp.

    122       2,400  

Synchrony Financial

    52       2,412  

The Charles Schwab Corp.

    28       2,355  

T. Rowe Price Group, Inc.

    12       2,360  

Upstart Holdings, Inc. (a)

    16       2,421  
              33,464  

Electric — 10.3%

               

Alliant Energy Corp.

    78       4,795  

Ameren Corp.

    54       4,806  

American Electric Power Co., Inc.

    54       4,804  

Avangrid, Inc.

    94       4,689  

CenterPoint Energy, Inc.

    170       4,745  

CMS Energy Corp.

    74       4,814  

Consolidated Edison, Inc.

    56       4,778  

Dominion Energy, Inc.

    60       4,714  

DTE Energy Co.

    40       4,782  

Duke Energy Corp.

    46       4,825  

Edison International

    70       4,777  

Entergy Corp.

    42       4,731  

Evergy, Inc.

    70       4,803  

Eversource Energy

    52       4,731  

Exelon Corp.

    82       4,736  

FirstEnergy Corp.

    114       4,741  

IDACORP, Inc.

    42       4,759  

NextEra Energy, Inc.

    52       4,855  

NRG Energy, Inc.

    110       4,739  

 

 

 

 

Shares

   

Value

 

Electric (continued)

OGE Energy Corp.

    124     $ 4,759  

PG&E Corp. (a)

    394       4,783  

Pinnacle West Capital Corp.

    68       4,800  

Public Service Enterprise Group, Inc.

    72       4,805  

The Southern Co.

    70       4,801  

Vistra Corp.

    212       4,827  

WEC Energy Group, Inc.

    48       4,659  

Xcel Energy, Inc.

    70       4,739  
              128,797  

Energy, Alternate Sources — 0.4%

               

Sunrun, Inc. (a)

    140       4,802  
                 

Engineering & Construction — 1.2%

               

EMCOR Group, Inc.

    38       4,841  

MasTec, Inc. (a)

    52       4,799  

TopBuild Corp. (a)

    18       4,966  
              14,606  

Entertainment — 1.5%

               

Caesars Entertainment, Inc. (a)

    52       4,864  

Churchill Downs, Inc.

    20       4,818  

Penn National Gaming, Inc. (a)

    92       4,770  

SeaWorld Entertainment, Inc. (a)

    74       4,800  
              19,252  

Environmental Control — 0.7%

               

Republic Services, Inc.

    34       4,742  

Waste Management, Inc.

    28       4,673  
              9,415  

Food — 1.9%

               

Albertsons Cos., Inc. - Class A

    158       4,770  

Flowers Foods, Inc.

    174       4,780  

Performance Food Group Co. (a)

    104       4,773  

The Kroger Co.

    106       4,797  

US Foods Holding Corp. (a)

    136       4,737  
              23,857  

Gas — 1.1%

               

Atmos Energy Corp.

    46       4,819  

National Fuel Gas Co.

    74       4,732  

NiSource, Inc.

    172       4,749  
              14,300  

Healthcare Services — 5.6%

               

Acadia Healthcare Co., Inc. (a)

    80       4,856  

agilon health, Inc. (a)

    174       4,698  

Amedisys, Inc. (a)

    28       4,533  

Anthem, Inc.

    10       4,635  

Centene Corp. (a)

    56       4,615  

Chemed Corp.

    8       4,232  

DaVita, Inc. (a)

    42       4,778  

HCA Healthcare, Inc.

    18       4,625  

 

 

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

 

13

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

Shares

   

Value

 

Healthcare Services (continued)

Humana, Inc.

    10     $ 4,639  

Medpace Holdings, Inc. (a)

    22       4,788  

Molina Healthcare, Inc. (a)

    14       4,453  

Oak Street Health, Inc. (a)

    136       4,507  

Quest Diagnostics, Inc.

    28       4,844  

Tenet Healthcare Corp. (a)

    58       4,738  

UnitedHealth Group, Inc.

    10       5,021  
              69,962  

Home Builders — 1.5%

               

D.R. Horton, Inc.

    44       4,772  

Lennar Corp. - Class A

    42       4,879  

PulteGroup, Inc.

    84       4,801  

Toll Brothers, Inc.

    66       4,778  
              19,230  

Household Products & Wares — 0.4%

               

Reynolds Consumer Products, Inc.

    152       4,773  
                 

Insurance — 3.5%

               

American Financial Group, Inc.

    18       2,472  

Brown & Brown, Inc.

    34       2,389  

Cincinnati Financial Corp.

    22       2,506  

Equitable Holdings, Inc.

    72       2,361  

Erie Indemnity Co. - Class A

    12       2,312  

Fidelity National Financial, Inc.

    46       2,400  

First American Financial Corp.

    30       2,347  

Globe Life, Inc.

    26       2,437  

Kinsale Capital Group, Inc.

    10       2,379  

Lincoln National Corp.

    34       2,321  

Loews Corp.

    42       2,426  

Markel Corp. (a)

    2       2,468  

Old Republic International Corp.

    98       2,409  

RLI Corp.

    22       2,466  

The Allstate Corp.

    20       2,353  

The Hartford Financial Services Group, Inc.

    34       2,347  

The Progressive Corp.

    24       2,464  

Voya Financial, Inc.

    36       2,387  
              43,244  

Internet — 2.3%

               

Chewy, Inc. - Class A (a)

    80       4,717  

DoorDash, Inc. - Class A (a)

    32       4,765  

Lyft, Inc. - Class A (a)

    110       4,700  

Opendoor Technologies, Inc. (a)

    162       2,367  

Robinhood Markets, Inc. - Class A (a)

    132       2,344  

Roku, Inc. (a)

    20       4,564  

Zillow Group, Inc. - Class C (a)

    76       4,853  
              28,310  

Investment Companies — 0.6%

               

Ares Capital Corp.

    114       2,416  

 

 

 

 

Shares

   

Value

 

Investment Companies (continued)

FS KKR Capital Corp.

    114     $ 2,387  

Owl Rock Capital Corp.

    170       2,407  
              7,210  

Iron & Steel — 0.4%

               

Steel Dynamics, Inc.

    76       4,717  
                 

Leisure Time — 0.4%

               

Planet Fitness, Inc. - Class A

    52       4,710  
                 

Lodging — 0.8%

               

Boyd Gaming Corp. (a)

    72       4,721  

Hilton Grand Vacations, Inc. (a)

    92       4,794  
              9,515  

Media — 3.0%

               

Cable One, Inc.

    2       3,527  

Charter Communications, Inc. - Class A (a)

    8       5,216  

DISH Network Corp. - Class A (a)

    144       4,671  

Fox Corp. - Class A

    126       4,650  

Liberty Broadband Corp. - Class C (a)

    30       4,833  

Nexstar Media Group, Inc. - Class A

    32       4,831  

Sirius XM Holdings, Inc.

    740       4,699  

The New York Times Co. - Class A

    98       4,733  
              37,160  

Mining — 0.4%

               

MP Materials Corp. (a)

    106       4,815  
                 

Oil & Gas — 4.3%

               

Antero Resources Corp. (a)

    268       4,690  

Chesapeake Energy Corp.

    74       4,775  

Continental Resources, Inc.

    106       4,745  

Coterra Energy, Inc.

    244       4,636  

Devon Energy Corp.

    108       4,757  

Diamondback Energy, Inc.

    44       4,745  

EOG Resources, Inc.

    54       4,797  

EQT Corp. (a)

    216       4,711  

Marathon Petroleum Corp.

    74       4,735  

Pioneer Natural Resources Co.

    26       4,729  

Southwestern Energy Co. (a)

    990       4,613  

Texas Pacific Land Corp.

    2       2,498  
              54,431  

Packaging & Containers — 0.4%

               

Packaging Corp. of America

    36       4,901  
                 

Pharmaceuticals — 3.4%

               

AmerisourceBergen Corp.

    36       4,784  

Cardinal Health, Inc.

    92       4,737  

Cigna Corp.

    20       4,593  

CVS Health Corp.

    46       4,745  

 

 

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

 

14

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

Shares

   

Value

 

Pharmaceuticals (continued)

Intellia Therapeutics, Inc. (a)

    40     $ 4,730  

Neurocrine Biosciences, Inc. (a)

    56       4,769  

Option Care Health, Inc. (a)

    168       4,778  

Premier, Inc. - Class A

    116       4,776  

Sarepta Therapeutics, Inc. (a)

    52       4,682  
              42,594  

Pipelines — 1.5%

               

Kinder Morgan, Inc.

    300       4,758  

ONEOK, Inc.

    82       4,818  

Targa Resources Corp.

    92       4,806  

The Williams Cos., Inc.

    184       4,791  
              19,173  

Private Equity — 0.4%

               

Ares Management Corp. - Class A

    30       2,438  

Blackstone, Inc.

    18       2,329  
              4,767  

Real Estate — 0.2%

               

The Howard Hughes Corp. (a)

    24       2,443  
                 

Retail — 8.9%

               

AutoNation, Inc. (a)

    42       4,908  

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

    72       4,822  

Burlington Stores, Inc. (a)

    16       4,664  

CarMax, Inc. (a)

    38       4,949  

Carvana Co. (a)

    20       4,636  

Casey’s General Stores, Inc.

    24       4,736  

Chipotle Mexican Grill, Inc. (a)

    2       3,497  

Darden Restaurants, Inc.

    32       4,820  

Dick’s Sporting Goods, Inc.

    42       4,829  

Dollar General Corp.

    20       4,717  

Five Below, Inc. (a)

    24       4,965  

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

    36       4,680  

Kohl’s Corp.

    94       4,643  

Lithia Motors, Inc.

    16       4,751  

Macy’s, Inc.

    178       4,660  

Murphy USA, Inc.

    24       4,782  

O’Reilly Automotive, Inc. (a)

    6       4,237  

RH (a)

    8       4,287  

Ross Stores, Inc.

    42       4,800  

Target Corp.

    20       4,629  

Texas Roadhouse, Inc.

    52       4,643  

Tractor Supply Co.

    20       4,772  

Ulta Beauty, Inc. (a)

    12       4,948  

Wingstop, Inc.

    26       4,493  
              111,868  

Savings & Loans — 0.8%

               

New York Community Bancorp, Inc.

    196       2,393  

People’s United Financial, Inc.

    136       2,423  

Sterling Bancorp

    92       2,373  

 

 

 

 

Shares

   

Value

 

Savings & Loans (continued)

TFS Financial Corp.

    134     $ 2,395  
              9,584  

Shipbuilding — 0.4%

               

Huntington Ingalls Industries, Inc.

    26       4,855  
                 

Software — 2.9%

               

Bill.com Holdings, Inc. (a)

    18       4,485  

Change Healthcare, Inc. (a)

    222       4,746  

DoubleVerify Holdings, Inc. (a)

    142       4,726  

Intuit, Inc.

    8       5,146  

Jack Henry & Associates, Inc.

    14       2,338  

Paychex, Inc.

    34       4,641  

Paycom Software, Inc. (a)

    12       4,982  

Paycor HCM, Inc. (a)

    162       4,667  
              35,731  

Telecommunications — 0.7%

               

Frontier Communications Parent, Inc. (a)

    158       4,660  

Verizon Communications, Inc.

    92       4,780  
              9,440  

Transportation — 2.7%

               

CSX Corp.

    128       4,813  

JB Hunt Transport Services, Inc.

    24       4,906  

Knight-Swift Transportation Holdings, Inc.

    78       4,753  

Landstar System, Inc.

    26       4,655  

Norfolk Southern Corp.

    16       4,763  

Old Dominion Freight Line, Inc.

    14       5,017  

Saia, Inc. (a)

    14       4,718  
              33,625  

Water — 0.4%

               

Essential Utilities, Inc.

    88       4,725  

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

            1,078,506  
                 

PARTNERSHIPS — 3.5%

               

Investment Companies — 0.4%

               

Icahn Enterprises LP

    96       4,761  
                 

Pipelines — 3.1%

               

Cheniere Energy Partners LP

    112       4,731  

DCP Midstream LP

    178       4,891  

Energy Transfer LP

    582       4,790  

Enterprise Products Partners LP

    220       4,831  

Magellan Midstream Partners LP

    106       4,923  

MPLX LP

    164       4,853  

Phillips 66 Partners LP

    132       4,761  

Western Midstream Partners LP

    222       4,944  
              38,724  

TOTAL PARTNERSHIPS (Cost $43,485)

            43,485  
                 

 

 

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

 

15

 

 

RiverNorth Volition America Patriot ETF

Schedule of Investments

December 31, 2021 (Continued)

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS — 9.9%

               

AGNC Investment Corp.

    158     $ 2,376  

Agree Realty Corp.

    34       2,426  

Alexandria Real Estate Equities, Inc.

    10       2,230  

American Campus Communities, Inc.

    42       2,406  

American Homes 4 Rent - Class A

    54       2,355  

Apartment Income REIT Corp.

    44       2,405  

AvalonBay Communities, Inc.

    10       2,526  

Blackstone Mortgage Trust, Inc. - Class A

    78       2,388  

Boston Properties, Inc.

    20       2,304  

Brixmor Property Group, Inc.

    94       2,389  

Camden Property Trust

    14       2,502  

Cousins Properties, Inc.

    60       2,417  

Crown Castle International Corp.

    12       2,505  

CubeSmart

    42       2,390  

CyrusOne, Inc.

    26       2,333  

Douglas Emmett, Inc.

    70       2,345  

Duke Realty Corp.

    36       2,363  

EastGroup Properties, Inc.

    10       2,279  

Equity LifeStyle Properties, Inc.

    28       2,454  

Equity Residential

    26       2,353  

Essex Property Trust, Inc.

    6       2,113  

Extra Space Storage, Inc.

    10       2,267  

Federal Realty Investment Trust

    18       2,454  

First Industrial Realty Trust, Inc.

    36       2,383  

Gaming and Leisure Properties, Inc.

    50       2,433  

Healthcare Trust of America, Inc. - Class A

    70       2,337  

Healthpeak Properties, Inc.

    66       2,382  

Host Hotels & Resorts, Inc. (a)

    136       2,365  

Innovative Industrial Properties, Inc.

    10       2,629  

 

 

 

 

Shares

   

Value

 

REAL ESTATE INVESTMENT TRUSTS (continued)

Invitation Homes, Inc.

    52     $ 2,358  

Kilroy Realty Corp.

    36       2,393  

Kimco Realty Corp.

    98       2,416  

Lamar Advertising Co. - Class A

    20       2,426  

Life Storage, Inc.

    16       2,451  

MGM Growth Properties LLC - Class A

    58       2,369  

Mid-America Apartment Communities, Inc.

    10       2,294  

National Retail Properties, Inc.

    50       2,404  

New Residential Investment Corp.

    222       2,378  

PS Business Parks, Inc.

    12       2,210  

Public Storage

    6       2,247  

Realty Income Corp.

    34       2,434  

Regency Centers Corp.

    32       2,411  

Rexford Industrial Realty, Inc.

    30       2,433  

Ryman Hospitality Properties, Inc. (a)

    26       2,391  

Simon Property Group, Inc.

    14       2,237  

Spirit Realty Capital, Inc.

    50       2,409  

STAG Industrial, Inc.

    50       2,398  

STORE Capital Corp.

    68       2,339  

Terreno Realty Corp.

    28       2,388  

UDR, Inc.

    40       2,400  

VICI Properties, Inc.

    80       2,409  

Vornado Realty Trust

    56       2,344  

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

            123,648  
                 

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

            1,245,639  

Other assets and liabilities, net — 0.3%

            4,361  

TOTAL NET ASSETS — 100.0%

          $ 1,250,000  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

 

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

 

16

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

TrueShares ETFs

Statements of Assets and Liabilities

December 31, 2021

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition
America
Patriot ETF

 

Assets

                               

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

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

Dividends and interest receivable

    19       5,989       101,793        

Receivable for Fund shares sold

    9,460,350                   1,250,000  

Receivable for investment securities sold

                1,292,915        

Total assets

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

Liabilities

                               

Payable to Adviser

    17,658       5,048       25,114        

Payable for investment securities purchased

    8,925,099                   1,245,639  

Due to Custodian

                476,182        

Total liabilities

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

Net Assets

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

Net Assets Consists of:

                               

Paid-in capital

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

Total distributable earnings

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

Net Assets

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

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

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

Net Asset Value, redemption price and offering price per share

  $ 47.12     $ 41.39       28.89     $ 25.00  

 

 

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

 

18

 

 

TrueShares ETFs

Statements of Operations

For the Year or Period Ended December 31, 2021

 

   

TrueShares
Technology,
AI & Deep
Learning ETF

   

TrueShares
ESG Active
Opportunities
ETF

   

TrueShares Low
Volatility Equity
Income ETF
(1)

   

RiverNorth
Volition
America
Patriot ETF
(2)

 

Investment Income

                               

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

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

Interest income

    138       23       74        

Total investment income

    4,135       95,553       1,138,993        
                                 

Expenses

                               

Investment advisory fees

    199,185       55,230       198,541        

Total expenses

    199,185       55,230       198,541        

Net investment income (loss)

    (195,050 )     40,323       940,452        
                                 

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

                               

Net realized gain on investments

    2,175,206       103,780       412,287        

Net change in unrealized appreciation/depreciation on:

                               

Investments

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

Foreign currency

                96        

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

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

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

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

Net increase (decrease) in net assets from operations

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

 

(1)

The Fund commenced operations on January 27, 2021.

 

(2)

The Fund commenced operations on December 31, 2021.

 

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

 

19

 

 

TrueShares ETFs

Statements of Changes in Net Assets

 

   

TrueShares Technology, AI
& Deep Learning ETF

   

TrueShares ESG Active
Opportunities ETF

 
   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(1)

 

From Operations

                               

Net investment income (loss)

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

Net realized gain (loss) on investments

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

Net change in unrealized appreciation/depreciataion on investments

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

Net increase (decrease) in net assets resulting from operations

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

From Distributions

                               

Distributable earnings

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

Return of capital

                      (678 )

Total distributions

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

From Capital Share Transactions

                               

Proceeds from shares sold

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

Cost of shares redeemed

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

Net increase in net assets resulting from capital share transactions

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

Total Increase in Net Assets

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

Net Assets

                               

Beginning of period

    27,374,465             7,019,592        

End of period

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

Changes in Shares Outstanding

                               

Shares outstanding, beginning of period

    575,000             200,000        

Shares sold

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

Shares redeemed

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

Shares outstanding, end of period

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

 

(1)

The Fund commenced operations on February 28, 2020.

 

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

 

20

 

 

TrueShares ETFs

Statements of Changes in Net Assets

(Continued)

 

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition
America
Patriot ETF

 
   

Period Ended
December 31,
2021
(1)

   

Period Ended
December 31,
2021
(2)

 

From Operations

               

Net investment income

  $ 940,452     $  

Net realized gain on investments

    412,287        

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

    2,930,921        

Net increase in net assets resulting from operations

    4,283,660        
                 

From Distributions

               

Distributable earnings

    (1,612,854 )      

Total distributions

    (1,612,854 )      
                 

From Capital Share Transactions

               

Proceeds from shares sold

    43,554,475       1,250,000  

Cost of shares redeemed

           

Net increase in net assets resulting from capital share transactions

    43,554,475       1,250,000  
                 

Total Increase in Net Assets

    46,225,281       1,250,000  
                 

Net Assets

               

Beginning of period

           

End of period

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

Changes in Shares Outstanding

               

Shares outstanding, beginning of period

           

Shares sold

    1,600,000       50,000  

Shares redeemed

           

Shares outstanding, end of period

    1,600,000       50,000  

 

(1)

The Fund commenced operations on January 27, 2021.

 

(2)

The Fund commenced operations on December 31, 2021.

 

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

 

21

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period

 

   

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

 
           

Income from
Investment
Operations

   

Less
Distributions Paid From

 
   

Net Asset
Value,
Beginning
of Period

   

Net
investment
income
(loss)
(1)

   

Net realized
and
unrealized
gain
(loss) on
investments

   

Total from
investment
operations

   

Net
investment
income

   

Return of
capital

 

TrueShares Technology, AI & Deep Learning ETF

                                       

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

  $ 47.61       (0.31 )     (0.12 )(8)     (0.43 )            

For the period 02/28/2020(7) - 12/31/2020

  $ 25.00       (0.19 )     22.80       22.61              

TrueShares ESG Active Opportunities ETF

                                       

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

  $ 35.10       0.16       6.29       6.45       (0.16 )      

For the period 02/28/2020(7) - 12/31/2020

  $ 25.00       0.17       10.07       10.24       (0.14 )     (0.00 )(8)

TrueShares Low Volatility Equity Income ETF

                                       

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

  $ 25.00       0.81       4.19       5.00       (0.69 )      

RiverNorth Volition America Patriot ETF

                                       

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

  $ 25.00                                

 

 

(1)

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

 

(2)

Annualized for periods less than one year.

 

(3)

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

 

(4)

Not annualized for periods less than one year.

 

(5)

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

 

(6)

The returns reflect the actual performance for the period and do not include the impact of trades executed on the last business day of the period that were recorded on the first business day of the next period.

 

(7)

Commencement of operations.

 

(8)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

 

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

 

22

 

 

TrueShares ETFs

Financial Highlights

For a Share Outstanding Throughout each Period (Continued)

 

                 

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

   

Ratios/
Supplemental
Data

 
                                                 

Ratios to
Average Net
Assets of:
(2)

         
 

Total
distributions
paid

           

Net Asset Value,
End of Period

   

Total return,
at NAV
(3)(4)

   

Total return,
at Market
(3)(4)

   

Net assets,
end of period
(000’s)

   

Expenses

   

Net investment
income (loss)

   

Portfolio
turnover
rate
(4)(5)

 
                                                                       
    (0.06 )           $ 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 %
                                                                       
    (0.16 )           $ 41.39       18.40 %     18.42 %   $ 10,348       0.58 %     0.42 %     14 %
    (0.14 )           $ 35.10       40.94 %     40.93 %   $ 7,020       0.58 %     0.70 %     29 %
                                                                       
    (1.11 )           $ 28.89       20.10 %(6)     20.17 %(6)   $ 46,225       0.65 %     3.08 %     55 %
                                                                       
                $ 25.00       %     %   $ 1,250       0.70 %     %     %

 

 

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

 

23

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021

 

1. ORGANIZATION

 

The TrueShares ETFs are a series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As of December 31, 2021, the TrueShares ETFs consist of sixteen active series, four of which are covered in this report (each a “Fund,” and collectively, the “Funds”).

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

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

LRNZ

Non-diversified

February 28, 2020

TrueShares ESG Active Opportunities ETF (“ESG ETF”)

ECOZ

Diversified

February 28, 2020

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

DIVZ

Non-diversified

January 27, 2021

RiverNorth Volition America Patriot ETF (“FLDZ ETF”)

FLDZ

Non-diversified

December 31, 2021

 

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

 

Fund Name

Ticker

Diversified/
Non-Diversified

Commencement
of Operations

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

JULZ

Non-diversified

July 1, 2020

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

AUGZ

Non-diversified

August 3, 2020

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

SEPZ

Non-diversified

September 1, 2020

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

OCTZ

Non-diversified

October 1, 2020

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

NOVZ

Non-diversified

November 2, 2020

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

DECZ

Non-diversified

December 1, 2020

TrueShares Structured Outcome (January) ETF (“JANZ ETF”)

JANZ

Non-diversified

January 4, 2021

TrueShares Structured Outcome (February) ETF (“FEBZ ETF”)

FEBZ

Non-diversified

February 1, 2021

TrueShares Structured Outcome (March) ETF (“MARZ ETF”)

MARZ

Non-diversified

March 1, 2021

TrueShares Structured Outcome (April) ETF (“APRZ ETF”)

APRZ

Non-diversified

April 1, 2021

TrueShares Structured Outcome (May) ETF (“MAYZ ETF”)

MAYZ

Non-diversified

May 3, 2021

TrueShares Structured Outcome (June) ETF (“JUNZ ETF”)

JUNZ

Non-diversified

June 1, 2021

 

Each Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its following investment objectives:

 

Fund

Investment Objective

AI ETF

Seeks to achieve its total return investment objective by investing in common stock of technology, artificial intelligence and deep learning companies.

ESG ETF

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

DIVZ ETF

Seeks to provide capital appreciation with lower volatility and a higher dividend yield compared to the S&P 500 Index by investing common stocks with the best combination of dividend yield with potential for dividend growth and are currently under-valued in the market.

FLDZ ETF

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

 

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

 

24

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Use of Estimates

 

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

 

Share Transactions

 

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

 

Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

 

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

 

 

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

 

25

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

 

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

 

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

 

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

 

Debt securities, including short-term debt instruments having a maturity of less than 60 days, are generally valued using the last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by approved independent third-party pricing services. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity, unless the Adviser determines in good faith that such method does not represent fair value.

 

Foreign securities, currencies and other assets denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar using the applicable currency exchange rates as of the close of the NYSE, generally 4:00 p.m. Eastern Time. All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Board, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The hierarchy classification of inputs used to value the Funds’ investments at December 31, 2021, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Technology, AI & Deep Learning ETF

                               

Investments - Assets:

                               

Common Stocks*

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

Money Market Funds

    1,513,951                   1,513,951  

Total Investments - Assets

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

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares ESG Active Opportunities ETF

                               

Investments - Assets:

                               

Common Stocks*

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

Real Estate Investment Trusts

    386,000                   386,000  

Money Market Funds

    64,363                   64,363  

Total Investments - Assets

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

 

* See the Schedule of Investments for industry classifications.

 

26

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

TrueShares Low Volatility Equity Income ETF

                               

Investments - Assets:

                               

Common Stocks*

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

Total Investments - Assets

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

 

* See the Schedule of Investments for industry classifications.

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

RiverNorth Volition America Patriot ETF

                               

Investments - Assets:

                               

Common Stocks*

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

Partnerships*

    43,485                   43,485  

Real Estate Investment Trusts

    123,648                   123,648  

Total Investments - Assets

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

 

* See the Schedule of Investments for industry classifications.

 

Security Transactions

 

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

 

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments and currency gains or losses realized between the trade and settlement dates on securities transactions from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign currency transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains or losses arise from changes in the values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

 

Investment Income

 

Dividend income is recognized on the ex-dividend date. Interest income is accrued daily. Withholding taxes on foreign dividends has been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations.

 

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

 

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

 

Distributions to shareholders are recorded on the ex-dividend date. The AI ETF, ESG ETF and FLDZ ETF generally pay out dividends from net investment income, if any, at least annually, and distribute its net capital gains, if any, to shareholders at least annually. The DIVZ ETF intends to pay out dividends from net investment income, if any, quarterly. The Funds will declare and pay capital gain distributions, if any, in cash at least annually. The Funds may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment income

 

27

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital.

 

Management evaluates the Funds’ tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as income tax expense. The Funds’ Federal income tax returns are subject to examination by the Internal Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. As of December 31, 2021, the Funds’ fiscal period end, the Funds had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of December 31, 2021, the Funds’ fiscal period end, the Funds had no examination in progress and management is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

The Funds recognized no interest or penalties related to uncertain tax benefits in the 2021 fiscal period. At December 31, 2021, the Funds’ fiscal period end, the tax periods from commencement of operations remained open to examination in the Funds’ major tax jurisdiction.

 

Indemnification

 

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

 

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

 

Investment Advisory Agreement

 

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

 

Pursuant to the Advisory Agreement between the Trust, on behalf of the Funds, and TrueMark, each Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.68%, 0.58%, 0.65% and 0.70% of the AI ETF’s, ESG ETF’s, DIVZ ETF’s, and FLDZ ETF’s average daily net assets, respectively. TrueMark has agreed to pay all expenses of the Funds except the fee paid to TrueMark under the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (if any). TrueMark, in turn, compensates the Sub-Advisers from the management fee it receives.

 

Black Hill Capital Partners, LLC (the “AI ETF Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the AI ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the AI ETF Sub-Adviser, the AI ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the AI ETF Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is 50% of the Adviser’s net profits. Net profits are calculated as follows: the total Adviser’s fees received by the Adviser from the AI ETF during a fiscal period, less

 

28

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

the cumulative direct expenses incurred or paid by the Adviser during that period in relation to the AI ETF, which expenses include, without limitation: expense waivers and reimbursements; commissions; legal, administrative and custodial expenses; ntf/platform/omnibus fees; filing and registration fees; proxy solicitation expenses; taxes; interest.

 

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

 

Titleist Asset Management, Ltd. (the “DIVZ ETF Sub-Adviser”), a Texas limited liability company serves as sub-adviser to the DIVZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the DIVZ ETF Sub-Adviser, the DIVZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. The DIVZ ETF Sub-Advisor is entitled to a sub-advisory fee paid by the Adviser, which is based on the net profits of the fund and calculated as follows: 75% Titleist profit percentage and 25% TrueMark profit percentage on net daily average AUM less than $75 million, 65% Titleist profit percentage and 35% TrueMark profit percentage on net daily average AUM greater than $75 million but less than $150 million, and 50% Titleist profit percentage and 50% TrueMark profit percentage on net daily average AUM greater than $150 million.

 

RiverNorth Capital Management, LLC (the “FLDZ Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the FLDZ ETF. Pursuant to a Sub-Advisory Agreement between the Adviser and the FLDZ ETF Sub-Adviser, the FLDZ ETF Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board, including the Independent Trustees. For its services, the FLDZ Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly at an annual rate based on the Fund assets under management of the FLDZ ETF which is 0.58% on average daily assets. The Sub-Adviser will donate a majority of its sub-advisory fee or 100% of the profit derived from its management of the Fund, whichever is greater, to the Folds of Honor Foundation, a charity focused on providing scholarships to families of veterans.

 

Distribution Agreement and 12b-1 Plan

 

Foreside Fund Services, LLC (the “Distributor”) serves as each Fund’s distributor pursuant to a Distribution Agreement. The Distributor receives compensation from the Adviser for certain statutory underwriting services it provides to the Funds. The Distributor enters into agreements with certain broker-dealers and others that will allow those parties to be “Authorized Participants” and to subscribe for and redeem shares of the Funds. The Distributor will not distribute shares in less than whole Creation Units and does not maintain a secondary market in shares.

 

The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, each Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Funds and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of each Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Funds.

 

Administrator, Custodian and Transfer Agent

 

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

 

29

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

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

 

4. CREATION AND REDEMPTION TRANSACTIONS

 

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

 

Creation Unit Transaction Fee

 

Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the “Creation Unit Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased or redeemed by an investor on the applicable business day. The Creation Unit Transaction Fee charged by each Fund for each creation order is $250.

 

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

 

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

 

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

 

30

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

5. FEDERAL INCOME TAX

 

The tax character of distributions paid was as follows:

 

   

Period Ended December 31, 2021

   

Period Ended December 31, 2020

 
   

Ordinary
Income
(1)

   

Long-Term
Capital Gain

   

Ordinary
Income
(1)

   

Return of
Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $ 37,530     $     $     $  

TrueShares ESG Active Opportunities ETF

    40,352       930       26,525       678  

TrueShares Low Volatility Equity Income ETF

    1,612,854                    

RiverNorth Volition America Patriot ETF

                       

 

(1)

Ordinary income includes short-term capital gains.

 

At December 31, 2021, the Funds’ fiscal period end, the components of distributable earnings (accumulated losses) and cost of investments on a tax basis, including the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting year, were as follows:

 

   

TrueShares
Technology, AI &
Deep Learning ETF

   

TrueShares
ESG Active
Opportunities ETF

   

TrueShares Low
Volatility Equity
Income ETF

   

RiverNorth
Volition America
Patriot ETF

 

Federal Tax Cost of Investments

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

Gross Tax Unrealized Appreciation

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

Gross Tax Unrealized Depreciation

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

Net Tax Unrealized Appreciation (Depreciation)

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

Other Accumulated Gain (Loss)

    (328,350 )           (225,989 )      

Total Distributable Earnings / (Accumulated Losses)

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

 

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

 

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

 

   

Indefinite Short-
Term Capital
Loss Carryover

   

Late-Year
Losses

   

Post-October
Losses

 

TrueShares Technology, AI & Deep Learning ETF

  $ 328,350     $     $  

TrueShares ESG Active Opportunities ETF

                 

TrueShares Low Volatility Equity Income ETF

          199       225,790  

RiverNorth Volition America Patriot ETF

                 

 

31

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to redemptions in-kind and write-off of net operating losses. For the fiscal period ended December 31, 2021, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities.

 

   

Total
Distributable
Earnings
(Accumulated
Losses)

   

Paid-in Capital

 

TrueShares Technology, AI & Deep Learning ETF

  $ (2,606,760 )   $ 2,606,760  

TrueShares ESG Active Opportunities ETF

    28       (28 )

TrueShares Low Volatility Equity Income ETF

    3,174       (3,174 )

RiverNorth Volition America Patriot ETF

           

 

6. INVESTMENT TRANSACTIONS

 

During the fiscal period ended December 31, 2021, the Funds realized amounts in net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated losses) to paid in-capital. The amounts of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statements of Operations is as follows:

 

   

Realized Gains

   

Realized Losses

 

TrueShares Technology, AI & Deep Learning ETF

  $ 2,990,811     $ (187,115 )

TrueShares ESG Active Opportunities ETF

           

TrueShares Low Volatility Equity Income ETF

           

RiverNorth Volition America Patriot ETF

           

 

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

 

   

Purchases

   

Sales

   

Creations
In-Kind

   

Redemptions
In-Kind

 

TrueShares Technology, AI & Deep Learning ETF

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

TrueShares ESG Active Opportunities ETF

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

TrueShares Low Volatility Equity Income ETF

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

RiverNorth Volition America Patriot ETF

                1,245,639        

 

7. PRINCIPAL RISKS

 

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

 

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

 

32

 

 

TrueShares ETFs

Notes to Financial Statements

December 31, 2021 (Continued)

 

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

 

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

 

8. SUBSEQUENT EVENTS

 

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

 

33

 

 

TrueShares ETFs

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of TrueShares ETFs and
Board of Trustees of Listed Funds Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of TrueShares Technology, AI & Deep Learning ETF, TrueShares ESG Active Opportunities ETF, TrueShares Low Volatility Equity Income ETF, and RiverNorth Volition America Patriot ETF (“TrueShares ETFs” or the “Funds”), each a series of Listed Funds Trust, as of December 31, 2021, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statement(s) of
Changes in Net Assets

Financial Highlights

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

For the year ended December 31, 2021

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

TrueShares Low Volatility Equity Income ETF

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

RiverNorth Volition America Patriot ETF

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

 

Basis for Opinion

 

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

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2019.

 

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
March 1, 2022

 

34

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited)

 

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

 

Name and Year of Birth

Position Held with the Trust

Term of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Independent Trustees

         

John L. Jacobs
Year of birth: 1959

Trustee and Audit Committee Chair

Indefinite term; since 2017

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

45

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

Koji Felton
Year of birth: 1961

Trustee

Indefinite term; since 2019

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

45

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

Pamela H. Conroy

Year of birth: 1961

Trustee and Nominating and Governance Committee Chair

Indefinite term; since 2019

Retired; formerly Executive Vice President, Chief Operating Officer & Chief Compliance Officer, Institutional Capital Corporation (investment firm) (1994–2008).

45

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

Interested Trustee

 

       

Paul R. Fearday, CPA Year of birth: 1979

Trustee and Chairman

Indefinite term; since 2019

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

45

None.

 

35

 

 

TrueShares ETFs

Board of Trustees and Officers

December 31, 2021 (Unaudited) (Continued)

 

Name and Year of Birth

Position(s)
Held with
the Trust

Term of Office
and Length of
Time Served

Principal Occupation(s) During Past 5 Years

Officers

     

Gregory Bakken

Year of birth: 1983

President and Principal Executive Officer

Indefinite term, February 2019

Vice President, U.S. Bancorp Fund Services, LLC (since 2006).

Travis G. Babich

Year of birth: 1980

Treasurer and Principal Financial Officer

Indefinite term, September 2019

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

Kacie M. Gronstal

Year of birth: 1992

Assistant Treasurer

Indefinite term, March 2019

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2021); Officer, U.S. Bancorp Fund Services, LLC (2014 to 2021).

Kent Barnes

Year of birth: 1968

Secretary

Indefinite term, February 2019

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

Alia Vasquez

Year of birth: 1980

Assistant Secretary

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

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

Steve Jensen

Year of birth: 1957

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term, February 2019

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

 

 

36

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited)

 

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

 

 

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

 

 

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

 

 

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

 

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

 

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

 

At the Meeting, the Board and the Independent Trustees evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services provided by the Adviser and Sub-Advisers to the Funds; (ii) each Fund’s expenses and performance; (iii) the cost of the services provided and profits to be realized by the Adviser and Sub-Advisers from the relationship with each Fund; (iv) comparative fee and expense data for each Fund and other investment companies with similar investment objectives; (v) the extent to which the advisory fee for each Fund reflects economies of scale shared its respective Fund shareholders; (vi) any benefits derived by the Adviser and Sub-Advisers from the relationship with each Fund, including any fall-out benefits enjoyed by the Adviser and Sub-Advisers; and (vii) other factors the Board deemed relevant. The Board deliberated on the renewal of the Agreements in light of the written materials that it received before the Meeting, information it received at the Meeting, and information it had received at prior board meetings. In its deliberations, the Board considered

 

37

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

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

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Agreement, noting that the Adviser would continue to provide investment management services to the Funds. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past reports from the Trust’s Chief Compliance Officer (“CCO”). The Board also considered its previous experience with the Adviser providing investment management services to the Funds, as well as other series of the Trust. The Board noted that it had received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser.

 

The Board also considered other services currently provided by the Adviser to the Funds, such as monitoring adherence to each Fund’s investment restrictions, overseeing the activities of the Funds’ investment sub-advisers, monitoring compliance with various policies and procedures and with applicable securities regulations, and monitoring the extent to which each Fund achieved its investment objective as an actively-managed fund. The Board further considered the oral information provided by the Adviser with respect to the impact of the COVID-19 pandemic on the Adviser’s operations.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

38

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

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

 

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

 

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

 

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

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to LRNZ under the Black Hill Agreement, noting that Black Hill Capital would continue to provide investment management services to LRNZ. The Board noted the responsibilities that Black Hill Capital has as LRNZ’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of LRNZ based on the analysis and investment recommendations from the Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of LRNZ’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with relevant law; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to LRNZ.

 

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

 

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

 

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

 

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

 

39

 

 

TrueShares Technology, AI & Deep Learning ETF

TrueShares ESG Active Opportunities ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Black Hill Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Black Hill Agreement, including the compensation payable under the agreement, was fair and reasonable to LRNZ. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Black Hill Agreement was in the best interests of LRNZ and its shareholders.

 

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

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to ECOZ under the Purview Agreement, noting that Purview Investments would continue to provide investment management services to ECOZ. The Board noted the responsibilities that Purview Investments has as ECOZ’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of ECOZ based on the analysis and investment recommendations from the Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of ECOZ’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with relevant law; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to ECOZ.

 

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

 

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

 

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

 

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

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Purview Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Purview Agreement, including the compensation payable under the agreement, was fair and reasonable to ECOZ. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Purview Agreement was in the best interests of ECOZ and its shareholders.

 

40

 

 

RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited)

 

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

 

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

 

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

 

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

 

Approval of the Advisory Agreement with the Adviser

 

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

 

41

 

 

RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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RiverNorth Volition America Patriot ETF

Board Consideration and Approval of Advisory and Sub-Advisory Agreements

December 31, 2021 (Unaudited) (Continued)

 

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

 

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

 

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

 

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

 

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

 

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TrueShares ETFs

Supplemental Information

(Unaudited)

 

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

 

QUARTERLY PORTFOLIO HOLDING INFORMATION

 

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

 

PROXY VOTING INFORMATION

 

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

 

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

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

 

TAX INFORMATION

 

For the fiscal period ended December 31, 2021, certain dividends paid by the Funds may be subject to a maximum tax rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

TrueShares Technology, AI & Deep Learning ETF

10.34%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

71.66%

RiverNorth Volition America Patriot ETF

0.00%

 

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

 

TrueShares Technology, AI & Deep Learning ETF

10.34%

TrueShares ESG Active Opportunities ETF

100.00%

TrueShares Low Volatility Equity Income ETF

62.00%

RiverNorth Volition America Patriot ETF

0.00%

 

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

 

TrueShares Technology, AI & Deep Learning ETF

100.00%

TrueShares ESG Active Opportunities ETF

0.00%

TrueShares Low Volatility Equity Income ETF

41.50%

RiverNorth Volition America Patriot ETF

0.00%

 

44

 

 

TrueShares ETFs

Privacy Policy

(Unaudited)

 

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

 

The Funds collect non-public information about you from the following sources:

 

 

Information we receive about you on applications or other forms;

 

 

Information you give us orally; and/or

 

 

Information about your transactions with us or others.

 

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Funds. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.

 

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

 

45

 

 

Investment Adviser:

 

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

 

Investment Sub-Advisers:

 

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

 

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

 

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

 

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

 

Legal Counsel:

 

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

 

Independent Registered Public Accounting Firm:

 

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

 

Distributor:

 

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

 

Administrator, Fund Accountant & Transfer Agent:

 

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

 

Custodian:

 

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

 

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