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會員tsr:bench2024070926207_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338253_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024080836870_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024080836863_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024082338237_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024080836871_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024070926210_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338254_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024080836872_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024070926212_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024082338255_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024082338247_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024070926213_1091成員2024-06-300001683471tsr : C 000242790 成員tsr:bench2024082338256_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024080836874_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024070926214_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024080836921_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338249_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338258_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024080836891_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338259_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338251_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024080836867_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082338252_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024062624352_1091會員2024-06-300001683471tsr : C 000242790 會員tsr:bench2024082838433_1091成員2024-06-300001683471tsr : C 000219509 成員2024-01-012024-06-300001683471tsr : C 000219509 成員2024-06-300001683471tsr : C 000219509 成員tsr:bench2024080836785_1088成員2024-06-300001683471tsr : C 000219509 成員country:美國2024-06-300001683471tsr : C 000219509 成員tsr:bench2024082338253_1088成員2024-06-300001683471tsr : C 000219509 成員tsr:bench2024070926223_1088成員2024-06-300001683471tsr : C 000219509 成員國家:SE2024-06-300001683471tsr : C 000219509 成員tsr:bench2024082338255_1088成員2024-06-300001683471tsr : C 000219509 成員tsr:bench2024070926225_1088成員2024-06-300001683471tsr : C 000219509 成員國家:IE2024-06-300001683471tsr : C 000219509 成員tsr:bench2024080836921_1088成員2024-06-300001683471tsr : C 000219509 成員tsr:bench2024070926228_1088成員2024-06-300001683471tsr : C 000219509 成員國家:MT2024-06-300001683471tsr : C 000219509 會員tsr:bench2024080836786_1088會員2024-06-300001683471tsr : C 000219509 會員國家:AU2024-06-300001683471tsr : C 000219509 會員tsr:bench2024082338268_1088會員2024-06-300001683471tsr : C 000219509 會員country:英國2024-06-300001683471tsr : C 000219509 成員tsr:bench2024070926231_1088成員2024-06-300001683471tsr : C 000219509 成員國家:IM2024-06-300001683471tsr : C 000219509 成員tsr:bench2024080836789_1088成員2024-06-300001683471tsr : C 000219509 成員國家:CH2024-06-300001683471tsr : C 000219509 成員tsr:bench2024080836787_1088成員2024-06-300001683471tsr : C 000219509 成員國家:FR2024-06-300001683471tsr : C 000219509 成員tsr:bench2024070926219_1088成員2024-06-300001683471tsr : C 000219509 成員tsr:bench2024082838433_1088會員2024-06-300001683471tsr : C 000211351 會員2024-01-012024-06-300001683471tsr : C 000211351 會員2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926220_1087會員2024-06-300001683471tsr : C 000211351 會員國家:日本2024-06-300001683471tsr : C 000211351 會員tsr:bench2024082338256_1087會員2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926221_1087會員2024-06-300001683471tsr : C 000211351 會員country:美國2024-06-300001683471tsr : C 000211351 會員tsr:bench2024082338253_1087會員2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926222_1087會員2024-06-300001683471tsr : C 000211351 會員國家:韓國2024-06-300001683471tsr : C 000211351 會員tsr:bench2024082338255_1087會員2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926224_1087會員2024-06-300001683471tsr : C 000211351 會員國家:SE2024-06-300001683471tsr : C 000211351 會員tsr:bench2024080836921_1087會員2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926226_1087會員2024-06-300001683471tsr : C 000211351 會員國家:臺灣2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926227_1087成員2024-06-300001683471tsr : C 000211351 成員國家:IE2024-06-300001683471tsr : C 000211351 成員tsr:bench2024070926230_1087成員2024-06-300001683471tsr : C 000211351 成員國家:PL2024-06-300001683471tsr : C 000211351 成員tsr:bench2024080836782_1087會員2024-06-300001683471tsr : C 000211351 會員國家:FR2024-06-300001683471tsr : C 000211351 會員tsr:bench2024082338265_1087會員2024-06-300001683471tsr : C 000211351 會員country:英國2024-06-300001683471tsr : C 000211351 會員tsr:bench2024070926219_1087成員2024-06-300001683471tsr : C 000211351 成員tsr:bench2024070525753_1087成員2024-06-30
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Roundhill Financial LLC documents not be householded, please contact Roundhill Financial LLC at 800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Roundhill Financial LLC or your financial intermediary
Percentages
are stated as a percent of net assets.
ADR
- American Depositary Receipt
NV
- Naamloze Vennootschap
PLC
- Public Limited Company
(a)
Non-income producing
security.
(b)
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending - 4.7%
Mount
Vernon Liquid Assets Portfolio, LLC(d)
18,499,077
18,499,077
Shares
Money
Market Funds - 0.3%
First
American Government Obligations Fund - Class X, 5.23%(d)
1,406,749
1,406,749
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$19,905,826)
19,905,826
TOTAL
INVESTMENTS - 104.7%
(Cost
$410,157,125)
413,874,884
Liabilities
in Excess of Other
Assets
- (4.7)%
(18,432,228)
TOTAL
NET ASSETS - 100.0%
$395,442,656
Percentages
are stated as a percent of net assets.
ADR
- American Depositary Receipt
ARM
- Adjustable Rate Mortgage
NV
- Naamloze Vennootschap
PLC
- Public Limited Company
(a)
Non-income producing
security.
(b)
All or a portion
of this security is on loan as of June 30, 2024. The total market value of these securities was $17,730,097 which represented 4.5%
of net assets.
(c)
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors.
(d)
The rate shown
represents the 7-day effective yield as of June 30, 2024.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending(a)
—
—
—
18,499,077
Money
Market Funds
1,406,749
—
—
1,406,749
Total
Investments
$395,375,806
$—
$—
$413,874,884
Refer
to the Schedule of Investments for additional information.
(a)
Certain investments
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized
in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy
to the amounts listed in the Schedule of Investments.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending - 1.0%
Mount
Vernon Liquid Assets Portfolio, LLC(f)
11,838
11,838
Shares
Money
Market Funds - 1.1%
First
American Government Obligations Fund - Class X, 5.23%(f)
13,279
13,279
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$25,117)
25,117
TOTAL
INVESTMENTS - 100.8%
(Cost
$1,269,527)
$1,219,993
Liabilities
in Excess of Other
Assets
- (0.8)%
(10,153)
TOTAL
NET ASSETS - 100.0%
$1,209,840
Percentages
are stated as a percent of net assets.
ADR
- American Depositary Receipt
AG
- Aktiengesellschaft
NV
- Naamloze Vennootschap
PLC
- Public Limited Company
SA
- Sociedad Anónima
(a)
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors.
(b)
Non-income producing
security.
(c)
Security is exempt
from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions
exempt from registration to qualified institutional investors. As of June 30, 2024, the value of these securities total $8,304 or
0.7% of the Fund’s net assets.
(d)
All or a portion
of this security is on loan as of June 30, 2024. The total market value of these securities was $10,728 which represented 0.9% of
net assets.
(e)
Represents less than
0.05% of net assets.
(f)
The rate shown
represents the 7-day effective yield as of June 30, 2024.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending(a)
—
—
—
11,838
Money
Market Funds
13,279
—
—
13,279
Total
Investments
$1,208,155
$—
$—
$1,219,993
Refer
to the Schedule of Investments for additional information.
(a)
Certain investments
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized
in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy
to the amounts listed in the Schedule of Investments.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending - 10.6%
Mount
Vernon Liquid Assets Portfolio, LLC(g)
8,659,210
$8,659,210
Shares
Money
Market Funds - 0.8%
First
American Government Obligations Fund - Class X, 5.23%(g)
630,814
630,814
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$9,290,024)
9,290,024
TOTAL
INVESTMENTS - 110.6%
(Cost
$100,591,310)
90,207,032
Liabilities
in Excess of Other
Assets
- (10.6)%
(8,609,272)
TOTAL
NET ASSETS - 100.0%
$81,597,760
Percentages
are stated as a percent of net assets.
AG
- Aktiengesellschaft
PLC
- Public Limited Company
SA
- Sociedad Anónima
(a)
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors.
(b)
Non-income producing
security.
(c)
All or a portion
of this security is on loan as of June 30, 2024. The total market value of these securities was $8,468,073 which represented 8.9%
of net assets.
(d)
Security is exempt
from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions
exempt from registration to qualified institutional investors. As of June 30, 2024, the value of these securities total $8,995,070
or 11.0% of the Fund’s net assets.
(e)
Represents less than
0.05% of net assets.
(f)
Fair value determined
using significant unobservable inputs in accordance with procedures established by and under the supervision of the Adviser, acting as
Valuation Designee. These securities represented $0 or 0.0% of net assets as of June 30, 2024.
(g)
The rate shown
represents the 7-day effective yield as of June 30, 2024.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending(b)
—
—
—
8,659,210
Money
Market Funds
630,814
—
—
630,814
Total
Investments
$81,547,822
$—
$—(a)
$90,207,032
Refer
to the Schedule of Investments for additional information.
(a)
Amount is less than
$0.50.
(b)
Certain investments
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized
in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy
to the amounts listed in the Schedule of Investments.
The
accompanying notes are an integral part of these financial statements.
Investments
Purchased with Proceeds from Securities Lending - 7.5%
Mount
Vernon Liquid Assets Portfolio, LLC, 5.45%(e)(f)
1,328,978
$1,328,978
1,328,978
Shares
Money
Market Funds - 0.1%
First
American Government Obligations Fund - Class X, 5.23%(e)
17,986
17,986
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$1,346,964)
1,346,964
TOTAL
INVESTMENTS - 107.3%
(Cost
$20,046,908)
$19,098,347
Liabilities
in Excess of Other
Assets
- (7.3)%
(1,302,026)
TOTAL
NET ASSETS - 100.0%
$17,796,321
Percentages
are stated as a percent of net assets.
PLC
- Public Limited Company
SA
- Sociedad Anónima
(a)
Non-income producing
security.
(b)
To the extent that
the Fund invests a significant portion of its assets in the securities of companies of a single country or region, it is more likely to
be impacted by events or conditions affecting the country or region.
(c)
Security is exempt
from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions
exempt from registration to qualified institutional investors. As of June 30, 2024, the value of these securities total $234,384
or 1.3% of the Fund’s net assets.
(d)
All or a portion
of this security is on loan as of June 30, 2024. The total market value of these securities was $1,288,357 which represented 7.2%
of net assets.
(e)
The rate shown
represents the 7-day effective yield as of June 30, 2024.
(f)
All or a portion
of security has been pledged as collateral. The total value of assets committed as collateral as of June 30, 2024 is $1,328,978.
The
accompanying notes are an integral part of these financial statements.
The
hierarchy classification of inputs used to value each Fund’s investments at June 30, 2024, are as follows:
Level 1
Level 2
Level 3
Total
Investments:
Common
Stocks
$17,751,383
$ —
$ —
$17,751,383
Investments
Purchased with Proceeds from Securities Lending(a)
—
—
—
1,328,978
Money
Market Funds
17,986
—
—
17,986
Total
Investments
$17,769,368
$—
$—
$19,098,347
Refer
to the Schedule of Investments for additional information.
(a)
Certain investments
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized
in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy
to the amounts listed in the Schedule of Investments.
The
accompanying notes are an integral part of these financial statements.
Roundhill
Video Games ETF (“NERD”), Roundhill Sports Betting & iGaming ETF (“BETZ”), Roundhill Ball Metaverse ETF (“METV”),
Roundhill Cannabis ETF (“WEED”), Roundhill Magnificent Seven ETF (“MAGS”), Roundhill S&P®
Global Luxury ETF (“LUXX”) and Roundhill Alerian LNG ETF (“LNGG”) (each a “Fund” and collectively,
the “Funds”) are non-diversified series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF
Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21,
2018, and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”).
NERD
is a passively-managed exchange-traded fund (“ETF”). NERD’s objective is to track the total return performance, before
fees and expenses, of the Nasdaq CTA Global Video Games Software Index (the “NERD Index”). The NERD Index, which was developed
and is maintained by both Nasdaq and the Consumer Technology Association, is a modified theme-adjusted free float market capitalization
index designed to track the performance of the common stock (or corresponding depositary receipts) of exchange-listed companies engaged
in video game publishing and/or video game development.
BETZ
is a passively-managed ETF. BETZ’s objective is to track the total return performance, before fees and expenses, of the Morningstar
Sports Betting & iGaming Select Index (the “Index”). The Index tracks the performance of the common stock (or corresponding
ADRs or GDRs) of domestic and foreign sports and online betting (a/k/a iGaming) companies. Sports betting and iGaming companies are broadly
defined as companies engaged, directly or indirectly, in analyzing sports events and wagering on the outcome and/or in betting online
in games of chance.
METV
is a passively-managed ETF. METV’s objective is to track the performance, before fees and expenses, of the Ball Metaverse Index
(the “METV Index”). The META Index tracks the performance of globally-listed equity securities of companies that engage in
activities or provide products, services, technologies, or technological capabilities to enable the Metaverse, and benefit from its generated
revenues (“Metaverse Companies”). “Metaverse” is a term used to refer to a future iteration of the Internet. Users
will primarily engage with the Metaverse through persistent, simultaneous, and shared three-dimensional virtual simulations and spaces.
The Metaverse will also connect to physical spaces, two-dimensional Internet experiences (e.g., standard apps, webpages), and finite simulations
(e.g., a game). The Metaverse will be supported by a wide range of technologies, tools, and standards that enable high volumes of concurrent
users, a rich virtual-only economy of labor, goods, and services, and wide-ranging interoperability of data, digital assets, and content.
WEED
is an actively managed ETF. WEED seeks to achieve its investment objective by investing primarily in exchange-listed equity securities
and total return swaps intended to provide exposure to the cannabis and hemp ecosystem. The cannabis and hemp ecosystem encompasses businesses
involved in the production, distribution and marketing of cannabis and hemp and products derived therefrom
MAGS
is an actively managed ETF. MAGS pursues its investment objective by seeking investment exposure to the largest companies (“Underlying
Issuers”) in technology industries, which includes automotive, technology hardware, e-commerce discretionary, internet media &
services, semiconductors and software. MAGS offers exposure to Underlying Issuers primarily through the use of swap agreements and/or
forward contracts, as well as equity securities issued by the Underlying Issuers.
LUXX
is a passively-managed ETF. LUXX’s objective seeks to track the performance, before fees and expenses, of the S&P Global Luxury
Index (the “Index”), which, in turn, provides exposure to the production, distribution, or provision of luxury goods and services
(collectively, Luxury Companies).
LNGG
is a passively-managed ETF. LNGG’s objective seeks to track the performance, before fees and expenses, of the Alerian Liquefied
Natural Gas Index (the “Index”), which, in turn, provides exposure to the liquefied natural gas industry (“LNG Industry”).
The LNG Industry encompasses liquefication, liquefied natural gas carriers, regasification, and diversified liquefied natural gas.
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. Foreign securities will be priced in
their local currencies as of the close of their primary exchange or market or as of the time each Fund calculates its NAV on the valuation
date, whichever is earlier.
The
valuation of each Fund’s investments is performed in accordance with the principles found in Rule 2a-5 of the 1940 Act. The
Board of Trustees of the Trust (the “Board”) has designated a fair valuation committee at Roundhill Financial Inc. (“Roundhill”
or the “Adviser”) as the valuation designee of the Funds. In its capacity as valuation designee, the Adviser has adopted procedures
and methodologies to fair value the Funds’ investments whose market prices are not “readily available” or are deemed
to be unreliable. 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.
Total
return swap contracts are valued using the closing price of the underlying security or benchmark that the contract is tracking.
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.
Observable inputs other than quoted prices
included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted
prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk,
yield curves, default rates and similar data.
Level 3 –
Unobservable inputs for the asset or liability,
to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market
participant would use in valuing the asset or liability, and would be based on the best information available.
The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). See the Schedules of Investments for a summary of the valuations as of
June 30, 2024 for the Funds based upon the three levels described above.
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.
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.
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 that 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 each Fund’s 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 Funds’ understanding of the applicable tax rules
and regulations. 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. Distributions received from REITs
may be classified as dividends, capital gains, or return of capital.
Tax
Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions – The Funds
are treated as separate entities for Federal income tax purposes. Each Fund intends to qualify as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue
Code”).
To qualify and remain eligible for the special tax treatment accorded to RICs, each Fund must meet certain annual income and quarterly
asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which
includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, each
Fund will not be subject to Federal income tax.
Distributions
to shareholders are recorded on the ex-dividend date. The Funds generally pay out dividends from net investment income, if any, at least
annually, and distribute their net capital gains, if any, to shareholders at least annually. The Funds may also pay a special distribution
at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment
income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP.
These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences
do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return
of capital.
Management
evaluates the Funds’ tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection
with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing
tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position
is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income
taxes would be recorded as income tax expense. The Funds’ Federal income tax returns are subject to examination by the Internal
Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject
to examination for an additional fiscal year depending on the jurisdiction. As of December 31, 2023, the Funds’ 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,
2023, 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 2023 fiscal period. At December 31, 2023, the
Funds’ fiscal period end, the tax periods from previous three fiscal years (or commencement of operations, if shorter) remained
open to examination in the Funds’ major tax jurisdictions.
Indemnification
– In the normal course of business, the Funds expect to enter into contracts that contain a variety of representations and warranties
and which provide general indemnifications. The Funds’ maximum exposure under these anticipated arrangements is unknown, as this
would involve future claims that may be made against the Funds that have not yet occurred. However, the Adviser expects the risk of loss
to be remote.
Derivatives
– WEED and MAGS may enter into total return swap agreements in an attempt to gain exposure to the securities in a market without
actually purchasing those securities, or to hedge a position. A total return swap is a contract in which one party agrees to make periodic
payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security,
basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable
interest rate or the total return from other underlying assets. Swap agreements will usually be done on a net basis, i.e., where the two
parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount
of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an
amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Funds. The amount of
receivable/payable for open swap contracts represents the gain/loss amount accrued on swaps held at the June 28, 2024 monthly reset
date that will be received/paid from/to the broker.
The
total return swap contracts are subject to master netting agreements, which are agreements between the Funds and their counterparties
that provide for the net settlement of all transactions and collateral with the Funds through a single payment, in the event of default
or termination. Amounts presented on the Schedules of Total Return Swaps are gross settlement amounts.
The
following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available
for offset under a master netting agreement and the related collateral received or pledged by the Funds as of June 30, 2024.
Roundhill
Cannabis ETF
Counterparty
Investment
Type
Gross
Amounts of
Recognized
Assets/
(Liabilities)
Presented
in
the Statements
of Assets
&
Liabilities
Gross
Amounts
Offset in
the
Statements
of Assets
&
Liabilities
Net
Amount
Presented
in
the Statements
of Assets
&
Liabilities
Gross Amounts
not offset
in the Statements
of
Assets &
Liabilities
Financial
Instruments
Collateral
Paid
Net
Amount
Assets
Nomura
Securities International Inc.
Total
Return Swap Contracts
$81,455
$(81,455)
$—
$ —
$ —
$—
Liabilities
Nomura
Securities International Inc.
Total
Return Swap Contracts
$(575,541)
$81,455
$(494,086)
$—
$—
$(494,086)
Roundhill
Magnificent Seven ETF
Counterparty
Investment
Type
Gross
Amounts of
Recognized
Assets/
(Liabilities)
Presented
in
the Statements
of Assets
&
Liabilities
Gross
Amounts
Offset in
the
Statements
of Assets
&
Liabilities
Net
Amount
Presented
in
the Statements
of Assets
&
Liabilities
Gross Amounts
not offset
in the Statements
of
Assets &
Liabilities
Financial
Instruments
Collateral
Paid
Net
Amount
Assets
Nomura
Securities International Inc.
Total
Return Swap Contracts
$41,611,637
$ —
$41,611,637
$ —
$ —
$41,611,637
The
average monthly notional amount of the swap contracts during the period ended June 30, 2024 was as follows:
Average Monthly
Notional
Amount
of Swap Contracts
Roundhill
Cannabis ETF
$6,546,817
Roundhill
Magnificent Seven ETF
141,246,594
The
following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of June 30, 2024:
Derivative
Statements
of Assets and
Liabilities
Assets
Liabilities
Roundhill
Cannabis ETF
Equity
Risk Swap Contracts
Receivable
for open swap contracts, net
$—
$494,086
Roundhill
Magnificent Seven ETF
Equity
Risk Swap Contracts
Unrealized
appreciation on swap contracts/Payable for swap contracts
The
following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended June 30,
2024:
Derivative
Statements
of
Operations
Net Realized
Gain (Loss)
Net Change
in
Unrealized
Appreciation/
Depreciation
Roundhill
Cannabis ETF
Equity
Risk Swap Contracts
Swap
Contracts
$(640,484)
$—
Roundhill
Magnificent Seven ETF
Equity
Risk Swap Contracts
Swap
Contracts
(2,133,059)
40,023,073
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.
Pursuant
to the Advisory Agreement between the Trust, on behalf of the Funds, and Roundhill, each Fund pays a unified management fee to the Adviser,
which is calculated daily and paid monthly, at the following annual rates:
NERD
0.50%
BETZ
0.75%
METV
0.59%
WEED
0.39%
MAGS
0.29%
LUXX
0.45%
LNGG
0.65%
Roundhill
has agreed to pay all expenses of the Funds except the fee paid to Roundhill 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). Roundhill, in turn, compensates Exchange Traded Concepts,
LLC as the Sub-Adviser from the management fee it receives.
Exchange
Traded Concepts, LLC (the “Sub-Adviser”), an Oklahoma limited liability company serves as the sub-adviser to the Funds. The
Sub-Adviser is majority owned by Cottonwood ETF Holdings LLC. Pursuant to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser
(the “Sub-Advisory Agreement”), the Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds, including
selecting broker-dealers to execute purchase and sale transactions as instructed by the Adviser or in connection with any rebalancing
or reconstitution of a Fund’s Index, subject to the supervision of the Adviser and the Board, including the independent Trustees.
For its services, the Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly, at
an annual rate based on the average daily net assets of each Fund, and subject to a minimum annual fee as follows:
Distribution
Agreement and 12b-1 Plan – Foreside Fund Services, LLC (the “Distributor”) serves
as each Fund’s distributor pursuant to an ETF 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 Rule 12b-1 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 accounting
agent of the Funds pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services,
serves as the Funds’ custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays each Fund’s
administrative, custody and transfer agency fees.
A
Trustee and all officers of the Trust are affiliated with the Administrator and Custodian.
4.
CREATION AND REDEMPTION TRANSACTIONS
Shares
of BETZ, METV, LUXX and LNGG are listed and traded on the NYSE Arca, Inc. (the “Exchange”). Shares of WEED are listed on the
CBOE BZX Exchange, Inc. Shares of NERD and MAGS are listed on the NASDAQ Stock Market, LLC. 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 as follows:
NERD
$500
BETZ
$500
METV
$500
WEED
$300
MAGS
$300
LUXX
$750
LNGG
$300
The
fixed creation unit transaction fee may be waived on certain orders if the applicable Fund’s custodian has determined to waive some
or all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.
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 (i)
creations effected outside the Clearing Process and (ii) creations made in an all cash amount (to offset the Trust’s brokerage and
other transaction costs associated with using cash to purchase or redeem 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.
5.
FEDERAL INCOME TAX
The
tax character of distributions paid was as follows:
Fiscal Period
Ended June 30, 2024
Ordinary
Income(1)
Long-Term
Capital Gain
Return of
Capital
NERD
$—
$ —
$ —
BETZ
—
—
—
METV
—
—
—
WEED
—
—
—
MAGS
—
—
—
LUXX
—
—
—
LNGG
15,668
—
—
Fiscal Year
or Period Ended
December 31,
2023
Ordinary
Income(1)
Long-Term
Capital Gain
Return of
Capital
NERD
$222,207
$ —
$—
BETZ
—
—
—
METV
762,710
—
5,854
WEED
—
—
—
MAGS
143,008
—
—
LUXX
4,285
—
18
LNGG
3,886
—
12,506
(1)
Ordinary income includes
short-term capital gains.
At
December 31, 2023, 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:
NERD
BETZ
METV
Federal
Tax Cost of Investments
$25,707,087
$117,367,368
$566,742,261
Gross
Tax Unrealized Appreciation
$2,572,330
$7,706,111
$53,919,020
Gross
Tax Unrealized Depreciation
(4,592,695)
(16,772,663)
(89,721,868)
Net
Tax Unrealized Appreciation (Depreciation)
(2,020,365)
(9,066,552)
(35,802,848)
Undistributed
Ordinary Income
39,261
535,165
—
Other
Accumulated Gain (Loss)
(39,779,317)
(153,493,504)
(298,943,427)
Total
Distributable Earnings / (Accumulated Losses)
$(41,760,421)
$(162,024,891)
$(334,746,275)
WEED
MAGS
LUXX
LNGG
Federal
Tax Cost of Investments
$3,033,901
$ 34,999,386
$ 1,246,815
$ 739,626
Gross
Tax Unrealized Appreciation
$—
$1,702,147
$79,313
$21,700
Gross
Tax Unrealized Depreciation
—
(350,424)
(67,556)
(27,499)
Net
Tax Unrealized Appreciation (Depreciation)
—
1,351,723
11,757
(5,799)
Undistributed
Ordinary Income
—
5,103
—
—
Other
Accumulated Gain (Loss)
(328,264)
—
(1,902)
—
Total
Distributable Earnings / (Accumulated Losses)
$(328,264)
$1,356,826
$9,855
$(5,799)
The
difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses
on wash sales and mark-to-market treatment of passive foreign investment companies.
Under
current tax law, net capital losses realized 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. At December 31, 2023, 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:
For
the fiscal period ended December 31, 2023, the amounts of carryforward capital losses utilized were as follows:
Roundhill
Video Games ETF
$49,462
Roundhill
Sports Betting & iGaming ETF
—
Roundhill
Ball Metaverse ETF
708,337
Roundhill
Cannabis ETF
72,776
Roundhill
Magnificent Seven ETF
—
Roundhill
S&P® Global Luxury ETF
—
Roundhill
Alerian LNG ETF
—
6.
INVESTMENT TRANSACTIONS
During
the period ended June 30, 2024, the Funds realized net capital gains and losses resulting from in-kind redemptions, in which shareholders
exchanged Fund shares for securities held by the Funds rather than for cash. The amount 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
NERD
$717,835
$ (67,285)
BETZ
2,491,828
(620,242)
METV
25,314,307
(2,240,839)
WEED
—
—
MAGS
25,984,552
(10,084,372)
LUXX
—
—
LNGG
—
—
Purchases
and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the year or period ended June 30,
2024 were as follows:
Purchases
Sales
Creations
In-Kind
Redemptions
In-Kind
NERD
$1,619,028
$2,383,562
$ 926,252
$3,200,054
BETZ
1,065,990
1,305,322
—
17,171,869
METV
127,451,472
142,147,402
—
105,925,301
WEED
346,340
—
—
—
MAGS
251,624,993
18,290,789
—
64,461,832
LUXX
4
926
—
—
LNGG
109,092
109,768
—
—
7.
SECURITIES LENDING
The
Funds may lend domestic and foreign securities in their portfolios to approved brokers, dealers and financial institutions (but not individuals)
under terms of participation in a securities lending program effective November 19, 2020, which is administered by the Custodian.
The securities lending agreement requires that loans are initially collateralized in an amount equal to at least 105% of the then current
market value of any loaned securities that are foreign securities, or 102% of the then current market value of any other loaned securities.
The custodian performs on a daily basis marking to market loaned securities and collateral. Each borrower is required, if necessary, to
deliver additional collateral so that the total collateral held in the account for all loans of the Funds to the borrower will equal at
least 100% of the market value of the loaned securities. The cash collateral is invested by the Custodian in accordance with approved
investment guidelines. Those guidelines allow the cash collateral to be invested in readily marketable, high quality, short-term obligations
issued or guaranteed by the United States Government; however, such investments are subject to risk of payment delays, declines in the
value of collateral provided, default on the part of the issuer or
counterparty,
or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience
delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although
the Funds are indemnified from this risk by contract with the securities lending agent.
The
collateral invested in the Funds, if any, is reflected in each Fund’s Schedule of Investments and is included in the Statements
of Assets and Liabilities in the line item labeled “Investments, at value.” A liability of equal value to the cash collateral
received and subsequently invested in the Funds is included on the Statements of Assets and Liabilities as “Payable for collateral
on securities loaned.” During the period ended June 30, 2024, the Funds loaned securities and received cash collateral for
the loans, which was invested in the Mount Vernon Liquid Assets Portfolio, LLC. The Funds receive compensation in the form of loan fees
owed by borrowers and income earned on collateral investments. A portion of the interest received on the loan collateral is retained by
the Funds and the remainder is rebated to the borrower of the securities. Pursuant to the securities lending agreement between the Trust,
on behalf of the Funds, and the Custodian, each Fund pays a fee to the Custodian, which is calculated daily and paid monthly, at a rate
of 20% of the Funds’ aggregate net income. The net amount of interest earned, after the interest rebate and the allocation to the
Custodian, is included in the Statements of Operations as “Securities lending income, net.” The Funds continue to receive
interest payments or dividends on the securities loaned during the borrowing period.
As
of June 30, 2024, the value of the securities on loan and payable for collateral due to broker were as follows:
Value
of Securities on Loan and Collateral Received
Fund
Values of
Securities
on Loan
Fund Collateral
Received*
NERD
$1,288,357
$1,328,978
BETZ
8,468,073
8,659,210
METV
17,730,097
18,499,077
WEED
—
—
MAGS
—
—
LUXX
10,728
11,838
LNGG
—
—
*
The cash collateral received was invested in
the Mount Vernon Liquid Assets Portfolio, LLC, an investment with an overnight and continuous maturity, as shown on the Schedules of Investments.
Due
to the absence of a master netting agreement related to the Funds’ participation in securities lending, no additional offsetting
disclosures have been made on behalf of the Funds for the total borrowings listed above.
8.
PRINCIPAL RISKS
As
with all ETFs, shareholders of the Funds are subject to the risk that their investment could lose money. Each Fund is subject to the principal
risks, any of which may adversely affect a Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.
A
complete description of the principal risks is included in the Funds’ prospectuses under the heading “Principal Investment
Risks.”
9.
SUBSEQUENT EVENTS
Effective
July 1, 2024, the Adviser has agreed to waive WEED’s unitary management fee and/or limit the Fund’s current expenses
such that the Fund’s total annual fund operating expenses will not exceed 0.00% until at least July 1, 2025.
Other
than as disclosed, there were no other subsequent events requiring recognition or disclosure through the date the financial statements
were issued.
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND
SUB-ADVISORY
AGREEMENTS
Roundhill
Video Games ETF
Roundhill
Sports Betting & iGaming ETF
Roundhill
Ball Metaverse ETF
Roundhill
Cannabis ETF
At
meetings held on March 1, 2024 and March 6, 2023 (the “Meetings”), the Board of Trustees (the “Board”) of Listed
Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined
in the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Trustees”), considered the approval of
the continuation of the advisory agreement (the “Advisory Agreement”) between Roundhill Financial Inc. (the “Adviser”)
and the Trust, on behalf of Roundhill Video Games ETF, Roundhill Sports Betting & iGaming ETF, Roundhill Ball Metaverse ETF and Roundhill
Cannabis ETF (each a “Fund” and collectively, the “Funds”), and a sub-advisory agreement (the “Sub-Advisory
Agreement” and, together with the Advisory Agreement, the “Agreements”) between the Adviser, the Trust, and Exchange
Traded Concepts, LLC (the “Sub-Adviser”) with respect to the Funds.
Pursuant
to Section 15 of the 1940 Act, the continuation of an investment advisory agreement after its initial two-year term or a material amendment
to an investment advisory agreement must be approved by: (i) the vote of the Board or shareholders of each Fund; and (ii) the vote of
a majority of the Independent Trustees, cast at a meeting called for the purpose of voting on such approval. As discussed in greater detail
below, in preparation for the Meeting, the Board requested from, and reviewed a wide variety of information provided by, the Adviser and
Sub-Adviser.
In
addition to the written materials provided to the Board in advance of the Meetings, during the March 6, 2024 Meeting representatives from
the Adviser and Sub-Adviser provided the Board with an overview of each Fund’s strategy, the services provided to the Funds by the
Adviser and Sub-Adviser, and additional information about the Adviser’s and Sub-Adviser’s investment personnel, financial
resources, experience, investment processes, internal quality controls, and compliance programs. The Board considered the Adviser’s
and Sub-Adviser’s presentations and the materials the Board received in advance of the Meetings, including a memorandum from legal
counsel to the Trust regarding the responsibilities of the Board in considering the approval of the Agreements. The Board considered the
approval of the Agreements for an additional one-year period in light of this information. Throughout the process, the Board was afforded
the opportunity to ask questions of, and request additional materials from, the Adviser and Sub-Adviser. The Independent Trustees also
met in executive session with counsel to the Trust to further discuss the advisory and sub-advisory arrangements and the Independent Trustees’
responsibilities relating thereto.
At
the Meetings, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things:
(i) the nature, extent, and quality of the services provided by the Adviser and Sub-Adviser to the Funds; (ii) each Fund’s expenses
and performance; (iii) the cost of the services provided and profits to be realized by the Adviser and Sub-Adviser from the relationship
with Funds; (iv) comparative fee and expense data for each Fund and other investment companies with similar investment objectives and
strategies; (v) the extent to which the advisory fee for each Fund reflects economies of scale shared with its shareholders; (vi) any
fall-out benefits derived by the Adviser and Sub-Adviser from the relationship with the Funds; and (vii) other factors the Board deemed
relevant. In its deliberations, the Board considered the factors and reached the conclusions described below relating to the advisory
arrangement and the renewal of the Agreements. In its deliberations, the Board did not identify any single piece of information that was
paramount 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 Board considered the scope of services provided under the
Advisory Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to each
Fund. 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. The Board also considered
its previous experience with the Adviser and the investment management services it has provided to the Funds. 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 which included,
among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity
policy and the services provided by the Adviser.
In
addition to the Adviser’s responsibilities with respect to implementing each Fund’s investment program, the Board also considered
other services currently provided by the Adviser to each Fund, such as monitoring adherence to
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND
SUB-ADVISORY
AGREEMENTS
the
Fund’s investment restrictions, compliance with various policies and procedures and with applicable securities regulations, and
the extent to which the Fund achieved its investment objective. The Board also considered that the Adviser provides investment and operational
oversight of the Sub-Adviser, as well as arranges for transfer agency, custody, fund administration, distribution and all other services
necessary for the Funds to operate.
Historical
Performance. The Board next considered each Fund’s performance. The Board observed that information
regarding each Fund’s past investment performance, for periods ended December 31, 2023, had been included in the Materials. The
Board also noted that it had been provided with the Barrington Report, which compared the performance of each Fund with the returns of
a group of ETFs selected by Barrington Partners as most comparable to the Funds (each, a “Peer Group”), as well as with funds
in each Fund’s respective Morningstar category (each, a “Category Peer Group”). Additionally, at the Board’s request,
the Adviser identified the funds the Adviser considered to be each Fund’s most direct competitors (each, a “Selected Peer
Group”) and provided performance information for each Selected Peer Group. The Board also considered the information regarding each
Fund’s tracking error compared to its underlying index, noting that any tracking error experienced by a Fund during the past year
was within a reasonable range.
Roundhill
Video Games ETF: The Board noted that, for the one-year period ended December 31, 2023, the Fund’s performance on a gross
of fees basis (i.e., excluding the effect of fees and expenses on Fund performance) was generally
consistent with the performance of its underlying index, indicating that the Fund’s performance tracked that of its underlying index
closely. The Board also noted that the Fund changed its underlying index in September 2022 and that the Fund’s current underlying
index does not have published returns available for complete periods prior to September 2022. The Board also noted that the Fund underperformed
its broad-based securities benchmark, the Solactive GBS Developed Markets Large & Mid Cap TR Index, but recognized that its exposure
is different from and much broader than that sought by the Fund and its underlying index.
The
Board noted that, for the one-year and three-year periods ended December 31, 2023, the Fund underperformed the median return of its Peer
Group and Category Peer Group. The Board further noted that because the Category Peer Group included thematic funds with different thematic
investment strategies, none of which were the same as that of the Fund, the Category Peer Group may not constitute an apt comparison by
which to judge the Fund’s performance. The Board also noted that the Fund underperformed one of the Selected Peer Group funds and
outperformed two others for the one-year period ended December 31, 2023, and underperformed all Selected Peer Group funds for the three-year
period ended December 31, 2023. The Board noted that while the Selected Peer Group was a useful comparative group of funds in that they
invest in companies in the gaming industry, all of the Selected Peer Group funds maintained broader exposure to the gaming industry than
that sought by the Fund.
Roundhill
Sports Betting & iGaming ETF: The Board noted that the Fund changed its underlying index in October 2023, and that the Fund
had been outperforming the performance of its new index since that date. The Board noted that, for each of the one-year, three-year and
since inception periods ended December 31, 2023, the Fund’s performance on a gross of fees basis (i.e., excluding the effect of
fees and expenses on Fund performance) was generally consistent with the performance of its former underlying index, indicating that the
Fund tracked its former underlying index closely. The Board also noted that the Fund underperformed its broad-based securities benchmark,
the Solactive GBS Developed Markets Large & Mid Cap TR Index, for the one-year period and significantly underperformed its broad-based
benchmark for the three-year and since inception periods, but recognized that its exposure is different from and much broader than that
sought by the Fund and its underlying index.
The
Board noted that, for the one-year and three-year periods ended December 31, 2023, the Fund underperformed the median return of its Peer
Group and Category Peer Group. The Board took into consideration that the Peer Group and Category Peer Group included thematic funds with
different investment strategies from the Fund and therefore may not allow for an apt comparison by which to judge the Fund’s performance.
The Board also noted that the Fund significantly outperformed the sole competitor in the Selected Peer Group for the one-year period,
although significantly underperformed that same competitor for the three and five year periods. The Board noted that while the Selected
Peer Group was a useful comparative group of funds in that they invest in companies in the sports betting and iGaming industry, all of
the Selected Peer Group funds maintained broader exposure to the sports betting and iGaming industry than that sought by the Fund.
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND
SUB-ADVISORY
AGREEMENTS
Roundhill
Ball Metaverse ETF: The Board noted that, for each of the one-year and since inception periods ended December 31, 2023, the Fund’s
performance on a gross of fees basis (i.e., excluding the effect of fees and expenses on Fund performance) was generally consistent with
the performance of its underlying index, indicating that the Fund tracked its underlying index closely and in an appropriate manner. The
Board also noted that the Fund significantly outperformed its broad-based benchmark, the Solactive GBS Developed Markets Large & Mid
Cap TR Index, for the one-year period but underperformed the broad-based benchmark for the since inception period, but recognized that
its exposure is different from and much broader than that sought by the Fund and its underlying index.
The
Board noted that, for the one-year period ended December 31, 2023, the Fund significantly outperformed the median return of its Peer Group
and Category Peer Group. The Board took into consideration that the Peer Group and Category Peer Group included thematic funds with different
investment strategies from the Fund and therefore may not allow for an apt comparison by which to judge the Fund’s performance.
The Board also noted that the Fund outperformed all competitors included in the Selected Peer Group for the same one-year period. The
Board noted that while the Selected Peer Group was a useful comparative group of funds in that they invest in companies in the metaverse
industry, all of the Selected Peer Group funds maintained broader exposure to the metaverse industry than that sought by the Fund.
Roundhill
Cannabis ETF: The Board noted that, for the one-year period ended December 31, 2023, the Fund outperformed its broad-based benchmark,
the North American Cannabis Net Total Return Index, but underperformed this index for the since inception period ended December 31, 2023.
The North American Cannabis Net Total Return Index provides an indication of the performance of a basket of North American publicly listed
companies with significant business activities in the marijuana industry.
The
Board also noted that, for the one-year period ended December 31, 2023, the Fund outperformed the median return of its Peer Group. The
Board noted the Category Peer Group did not have returns available for the same period. The Board also noted that the Fund outperformed
the Selected Peer Group for the same one-year period.
Cost
of Services to be Provided and Profitability. The Board reviewed and compared the management fee for
each Fund with those of its respective Peer Group and Category Peer Group, as well as its respective Selected Peer Group.
The
Board took into consideration that the Adviser charges a “unitary fee,” meaning the Funds pay no expenses except for the fee
paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends and other expenses on securities
sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other
investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees
and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board noted that the
Adviser is responsible for compensating each Fund’s other service providers and, with the exception of the expenses noted above,
paying each Fund’s other operating expenses out of its own revenue and resources. The Board also evaluated whether the Adviser received
any other compensation or fall-out benefits from its relationship with the Funds, taking into account the Adviser’s profitability
analysis with respect to the Funds.
Roundhill
Video Games ETF: The Board noted that the management fee for the Fund was lower than the average of its Category Peer Group and
within the range of its Peer Group. The Board also noted that the Fund’s management fee was at the bottom end of the range of management
fees for the Selected Peer Group.
Roundhill
Sports Betting & iGaming ETF: The Board noted that the management fee for the Fund was higher than the median and average of
its Category Peer Group and was within the range of its Peer Group. The Board also noted that the Fund’s management fee was higher
than the management fee for the sole competitor in the Selected Peer Group.
Roundhill
Ball Metaverse ETF: The Board noted that the management fee for the Fund was slightly higher than the median and average of its
Category Peer Group and was within the range of management fees for the Peer Group. The Board also noted that the Fund’s management
fee was within the range of its Selected Peer Group.
Roundhill
Cannabis ETF: The Board considered that the Adviser reduced the Fund’s management fee effective as of May 1, 2023. The Board
noted that the management fee for the Fund, after the reduction, was below the median and average of its Category Peer Group and was the
lowest in its Peer Group and Selected Peer Group.
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AND
SUB-ADVISORY
AGREEMENTS
The
Board accordingly noted that each Fund’s management fee is reasonable and competitive with the fees of its respective peer funds.
Economies
of Scale. The Board noted that it is not yet evident that any of the Funds have reached the size at which
they have begun to realize economies of scale. The Board also determined that, based on the amount and structure of each Fund’s
unitary fee, any such economies of scale would be shared with such Fund’s respective shareholders. The Board stated that it would
continue to monitor fees as the Funds grow.
Conclusion.
No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board
based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality,
the Board, including a majority of the Independent Trustees, determined that the terms of the Advisory Agreement, including the compensation
payable thereunder, 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 Advisory Agreement was in the best interests of each Fund and its shareholders.
Approval
of the Sub-Advisory Agreement with the Sub-Adviser
Nature,
Extent, and Quality of Services Provided. The Board considered the scope of services provided to each
Fund under the Sub-Advisory Agreement, noting that Sub-Adviser would continue to provide substantially similar investment management services
to the Funds. The Board noted the responsibilities that the Sub-Adviser has as the Funds’ investment sub-adviser, including: responsibility
for the general management of the day-to-day investment and reinvestment of the assets of each Fund based on the analysis and investment
recommendations from the Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security
trades for purchases and redemptions of each Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance
with relevant law; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to each
Fund.
In
considering the nature, extent, and quality of the services provided by the Sub-Adviser, the Board considered past reports of the Trust’s
Chief Compliance Officer with respect to the Sub-Adviser’s compliance infrastructure. The Board also considered the Sub-Adviser’s
resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it would be
sub-advising.
Historical
Performance. The Board noted that it had received information regarding each Fund’s performance
for various time periods in the Materials and primarily considered each Fund’s performance for periods ended December 31, 2023.
Costs
of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser
to the Sub-Adviser for its services to each Fund. The Board considered that the fees paid to the Sub-Adviser are paid by the Adviser and
noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board also took into account
the Sub-Adviser’s profitability analysis with respect to each Fund.
The
Board expressed the view that the Sub-Adviser might realize economies of scale in managing each Fund as assets grow in size. The Board
further noted that because each Fund pays the Adviser a unitary fee, any benefits from breakpoints in the sub-advisory fee schedule would
accrue to the Adviser, rather than to each Fund’s shareholders. Consequently, the Board determined that it would monitor fees as
each Fund grows to determine whether economies of scale were being effectively shared with each Fund and its respective shareholders.
Conclusion.
No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination
on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a
majority of the Independent Trustees, determined that the terms of the Sub-Advisory Agreement, including the compensation payable thereunder,
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 Sub-Advisory Agreement was in the best interests of each Fund and its respective shareholders.
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.roundhillinvestments.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.
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. Information regarding how the Funds voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is 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.roundhillinvestments.com.
TAX
INFORMATION
For
the fiscal period ended December 31, 2023, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, 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:
Roundhill
Video Games ETF
100.00%
Roundhill
Sports Betting & iGaming ETF
0.00%
Roundhill
Ball Metaverse ETF
100.00%
Roundhill
Cannabis ETF
0.00%
Roundhill
Magnificent Seven ETF
2.18%
Roundhill
S&P® Global Luxury ETF
100.00%
Roundhill
Alerian LNG ETF
44.90%
For
corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the
fiscal period ended December 31, 2023 was as follows:
For
the fiscal period ended December 31, 2023, the percentage of taxable ordinary income distributions that are designated as short-term
capital gain distributions under Internal Revenue Code Section 871(k)(2)(C) for the Funds was as follows:
Roundhill
Video Games ETF
0.00%
Roundhill
Sports Betting & iGaming ETF
0.00%
Roundhill
Ball Metaverse ETF
0.00%
Roundhill
Cannabis ETF
0.00%
Roundhill
Magnificent Seven ETF
1.34%
Roundhill
S&P® Global Luxury ETF ETF
0.00%
Roundhill
Alerian LNG ETF
9.37%
For
the fiscal period ended December 31, 2023, the Funds earned foreign source income and paid foreign taxes, which the Funds intend
to pass through to its shareholders pursuant to Section 853 of the Internal Revenue Code as follows:
This information
must be preceded or accompanied by a current prospectus for the Funds.
(b)
Financial Highlights are included within the financial statements filed under Item 7 of
this Form.
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period
covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period
covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Pursuant to the Advisory Agreement, the Adviser has agreed to pay all
expenses of the Fund, except those specified in the Fund’s Prospectus. As a result, the Adviser is responsible for compensating
the Independent Trustees. Further information related to Trustee and Officer compensation for the Trust can be obtained from the Fund’s
most recent SAI.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters
to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders
may recommend nominees to the registrant’s board of trustees.
Item 16. Controls and Procedures.
(a)
The Registrant’s President and Treasurer have reviewed the Registrant’s disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within
90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in
ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made
known to them by others within the Registrant and by the Registrant’s service provider.
(b)
There were no changes in the Registrant’s internal control over financial reporting
(as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
Not applicable
Item 19. Exhibits.
(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure
required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.
(2) Any policy required by the listing standards adopted pursuant to Rule
10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association
upon which the registrant’s securities are listed. Not Applicable.
(4) Any written solicitation to purchase securities under Rule 23c-1
under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(5) Change in the registrant’s independent public accountant. Provide
the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related
to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring
during the reporting period. Not applicable.
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant)
Listed Funds Trust
By (Signature and Title)*
/s/ Gregory C. Bakken
Gregory C. Bakken, President/Principal Executive Officer
Date
9/6/2024
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By (Signature and Title)*
/s/ Gregory C. Bakken
Gregory C. Bakken, President/Principal Executive Officer
Date
9/6/2024
By (Signature and Title)*
/s/ Travis G. Babich
Travis G. Babich, Treasurer/Principal Financial Officer
Date
9/6/2024
* Print the name and title of each signing officer under his or her signature