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


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES



Investment Company Act file number (811-23226)


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



615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)



Gregory C. Bakken, President
Listed Funds Trust
c/o U.S. Bank Global Fund Services
811 E. Wisconsin Ave, 8th Floor
Milwaukee, WI 53202
 (Name and address of agent for service)



(414) 765-4711
Registrant's telephone number, including area code



Date of fiscal year end: April 30

Date of reporting period:  October 31, 2019



Item 1. Reports to Stockholders.

M•CAM International LLC

Innovation α® United States ETF (INAU)

Innovation α® Global ETF (INAG)

Innovation α® Trade War (TWAR)

 

SEMI-ANNUAL REPORT

 

October 31, 2019

(Unaudited)

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Funds’ reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. Please contact your financial intermediary to elect to receive shareholder reports and other Fund communications electronically.

 

You may elect to receive all future Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.


 

Schedule of Investments

Innovation α® United States ETF

October 31, 2019 (Unaudited)

 

    Number        
    of Shares     Value  
COMMON STOCKS — 99.1%                
Communications — 7.2%                
Alphabet, Inc. - Class A (a)     15     $ 18,882  
AT&T, Inc.     1,183       45,534  
Booking Holdings, Inc. (a)     9       18,439  
CBS Corp. - Class B     220       7,929  
Verizon Communications, Inc.     148       8,949  
              99,733  
Consumer Discretionary — 6.1%                
Amazon.com, Inc. (a)     6       10,660  
Dick’s Sporting Goods, Inc.     224       8,720  
General Motors Co.     500       18,580  
Honda Motor Co. Ltd. - ADR (b)     334       9,008  
Mattel, Inc. (a)     816       9,743  
Nike, Inc. - Class B     204       18,268  
Whirlpool Corp.     57       8,671  
              83,650  
Consumer Staples — 8.5%                
General Mills, Inc.     162       8,239  
Kimberly-Clark Corp.     63       8,371  
Mondelez International, Inc. - Class A     160       8,392  
The Clorox Co.     59       8,714  
The Coca-Cola Co.     164       8,927  
The Procter & Gamble Co.     601       74,831  
              117,474  
Energy — 4.8%                
Baker Hughes, a GE Co.     785       16,799  
Chevron Corp.     199       23,112  
Exxon Mobil Corp.     126       8,514  
Halliburton Co.     462       8,893  
Schlumberger Ltd.     258       8,434  
              65,752  
Financials — 14.1%                
American Express Co.     75       8,796  
Bank of America Corp.     306       9,568  
Berkshire Hathaway, Inc. - Class B (a)     43       9,141  
Citigroup, Inc.     129       9,270  
Fiserv, Inc. (a)     469       49,780  
Genworth Financial, Inc. - Class A (a)     7,635       32,678  
JPMorgan Chase & Co.     76       9,494  
Mastercard, Inc. - Class A     33       9,135  
MetLife, Inc.     189       8,843  
Prudential Financial, Inc.     99       9,023  

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

The Hartford Financial Services Group, Inc.     394       22,489  
The Progressive Corp.     116       8,085  
Visa, Inc. - Class A     51       9,122  
              195,424  
Health Care — 15.9%                
Abbott Laboratories     107       8,946  
Agilent Technologies, Inc.     246       18,635  
Baxter International, Inc.     102       7,823  
Becton, Dickinson and Co.     35       8,960  
Boston Scientific Corp. (a)     210       8,757  
DENTSPLY SIRONA, Inc.     167       9,148  
DexCom, Inc. (a)     60       9,254  
Edwards Lifesciences Corp. (a)     131       31,228  
Hologic, Inc. (a)     179       8,648  
Johnson & Johnson     69       9,111  
Medtronic PLC (b)     459       49,985  
Novartis AG - ADR (b)     103       9,006  
Pfizer, Inc.     248       9,516  
Stryker Corp.     42       9,083  
Teva Pharmaceutical Industries Ltd. - ADR (a)(b)     1,359       11,076  
UnitedHealth Group, Inc.     41       10,361  
              219,537  
Industrials — 15.3%                
Caterpillar, Inc.     71       9,784  
Deere & Co.     53       9,229  
Dover Corp.     89       9,246  
Eaton Corp. PLC     228       19,861  
General Electric Co.     985       9,830  
Honeywell International, Inc.     53       9,155  
Illinois Tool Works, Inc.     57       9,609  
L3Harris Technologies, Inc.     42       8,665  
Lockheed Martin Corp.     73       27,498  
Northrop Grumman Corp.     62       21,854  
Raytheon Co.     45       9,549  
Rockwell Automation, Inc.     54       9,287  
TE Connectivity Ltd. (b)     95       8,503  
Textron, Inc.     177       8,158  
The Boeing Co.     48       16,316  
United Technologies Corp.     174       24,983  
              211,527  
Materials — 4.7%                
3M Co.     54       8,909  
Avery Dennison Corp.     79       10,101  
Eastman Chemical Co.     123       9,353  
International Paper Co.     215       9,391  
Sealed Air Corp.     217       9,064  
Sonoco Products Co.     153       8,828  
Westrock Co.     245       9,156  
              64,802  

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

             
Technology — 22.5%            
Advanced Micro Devices, Inc. (a)     302       10,247  
Apple, Inc.     132       32,836  
Applied Materials, Inc.     171       9,278  
Broadcom, Inc.     33       9,664  
Cisco Systems, Inc.     182       8,647  
Cognizant Technology Solutions Corp. - Class A     149       9,080  
Cree, Inc. (a)     182       8,687  
Garmin Ltd. (b)     105       9,844  
HP, Inc.     482       8,372  
Intel Corp.     369       20,860  
International Business Machines Corp.     202       27,013  
Lam Research Corp.     37       10,028  
Microsoft Corp.     64       9,176  
Motorola Solutions, Inc.     52       8,649  
NCR Corp. (a)     282       8,237  
Nokia Oyj - ADR (b)     4,784       17,462  
Oracle Corp.     165       8,991  
QUALCOMM, Inc.     243       19,547  
Seagate Technology PLC     165       9,575  
Telefonaktiebolaget LM Ericsson - ADR (b)     1,110       9,679  
Teradyne, Inc.     317       19,407  
Texas Instruments, Inc.     147       17,344  
Xerox Corp.     293       9,942  
Xilinx, Inc.     92       8,348  
              310,913  
TOTAL COMMON STOCKS (Cost $1,378,312)             1,368,812  
                 
REAL ESTATE INVESTMENT TRUSTS — 0.7%                
Financials — 0.7%                
Weyerhaeuser Co.     319       9,318  
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $8,865)             9,318  
                 
MONEY MARKET FUNDS — 0.1%                
First American Treasury Obligations Fund - Class X, 1.73% (c)     1,444       1,444  
TOTAL MONEY MARKET FUNDS (Cost $1,444)             1,444  
                 
TOTAL INVESTMENTS — 99.9% (Cost $1,388,621)             1,379,574  
Other assets and liabilities, net — 0.1%             1,666  
NET ASSETS — 100.0%           $ 1,381,240  

ADR
American Depositary Receipt

PLC
Public Limited Company
(a)
Non-income producing security.
(b) Foreign issued security.
(c) The rate shown is the annualized seven-day yield at period end.

 

Percentages are stated as a percent of net assets.

 

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


Sector Diversification as of October 31, 2019      
       
Technology     22.5 %
Health Care     15.9 %
Industrials     15.3 %
Financials     14.8 %
Consumer Staples     8.5 %
Communications     7.2 %
Consumer Discretionary     6.1 %
Energy     4.8 %
Materials     4.7 %
Money Market Funds     0.1 %
Total     99.9 %
Other Assets and Liabilities, net     0.1 %
Net Assets     100.00 %

 

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


Schedule of Investments

Innovation α® Global ETF

October 31, 2019 (Unaudited)

 

    Number        
    of Shares     Value  
COMMON STOCKS — 99.6%                
Communications — 2.8%                
Alphabet, Inc. - Class A (a)     9     $ 11,329  
AT&T, Inc.     455       17,513  
Verizon Communications, Inc.     163       9,857  
              38,699  
Consumer Discretionary — 12.7%                
adidas AG (b)     82       25,327  
Amazon.com, Inc. (a)     5       8,883  
Bridgestone Corp. (b)     100       4,184  
Daimler AG (b)     484       28,300  
Dana, Inc.     684       11,101  
DENSO Corp. (b)     100       4,683  
eBay, Inc.     249       8,777  
Fiat Chrysler Automobiles NV (b)     1,126       17,497  
General Motors Co.     263       9,773  
Kering SA (b)     47       26,753  
Stanley Black & Decker, Inc.     70       10,593  
Techtronic Industries Co. Ltd. (b)     2,000       15,693  
Yamaha Corp. (b)     100       4,690  
              176,254  
Consumer Staples — 5.6%                
Kao Corp. (b)     100       8,088  
Kimberly-Clark Corp.     71       9,435  
PepsiCo, Inc.     73       10,013  
Target Corp.     91       9,729  
The Coca-Cola Co.     182       9,906  
The Procter & Gamble Co.     125       15,564  
Unilever NV (b)     244       14,414  
              77,149  
Energy — 4.0%                
Baker Hughes, a GE Co.     403       8,624  
BP PLC (b)     2,874       18,197  
Chevron Corp.     90       10,453  
ConocoPhillips     165       9,108  
Marathon Oil Corp.     791       9,120  
              55,502  
Financials — 6.2%                
Fiserv, Inc. (a)     135       14,329  
Genworth Financial, Inc. - Class A (a)     2,997       12,827  
JPMorgan Chase & Co.     83       10,369  
Lincoln National Corp.     163       9,206  
Mastercard, Inc. - Class A     36       9,965  

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

The Allstate Corp.     91       9,684  
The Progressive Corp.     127       8,852  
Visa, Inc. - Class A     56       10,016  
              85,248  
Health Care — 21.6%                
Abbott Laboratories     118       9,866  
Agilent Technologies, Inc.     145       10,984  
AstraZeneca PLC (b)     200       19,412  
Bausch Health Companies, Inc. (a)     450       11,178  
Baxter International, Inc.     113       8,667  
Bayer AG (b)     545       42,307  
Boston Scientific Corp. (a)     231       9,633  
Bristol-Myers Squibb Co.     198       11,359  
DexCom, Inc. (a)     64       9,871  
Edwards Lifesciences Corp. (a)     60       14,303  
Eli Lilly & Co.     88       10,028  
Intuitive Surgical, Inc. (a)     18       9,953  
Johnson & Johnson     75       9,903  
Koninklijke Philips NV (b)     339       14,852  
Medtronic PLC (b)     117       12,741  
Merck & Co., Inc.     118       10,226  
Mylan NV (a)     486       9,307  
Novo Nordisk A/S - Class B (b)     276       15,081  
Pfizer, Inc.     273       10,475  
Smith & Nephew PLC (b)     759       16,230  
Sumitomo Dainippon Pharma Co. Ltd. (b)     400       7,038  
UCB SA (b)     201       16,204  
Varian Medical Systems, Inc. (a)     83       10,027  
              299,645  
Industrials — 14.7%                
Caterpillar, Inc.     78       10,748  
Deere & Co.     60       10,448  
Dover Corp.     99       10,285  
General Electric Co.     1,073       10,709  
Hitachi Ltd. (b)     200       7,528  
Honeywell International, Inc.     59       10,191  
Illinois Tool Works, Inc.     64       10,789  
Komatsu Ltd. (b)     300       7,102  
L3Harris Technologies, Inc.     46       9,490  
Lockheed Martin Corp.     29       10,924  
Mitsubishi Electric Corp. (b)     500       7,199  
Northrop Grumman Corp.     36       12,689  
OMRON Corp. (b)     100       5,920  
Rolls-Royce Holdings PLC (b)     1,874       17,193  
Sandvik AB (b)     944       16,692  
Textron, Inc.     193       8,895  
Thales SA (b)     212       20,728  
The Boeing Co.     25       8,498  

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

Toshiba Corp. (b)     200       6,855  
              202,883  
Materials — 10.1%                
3M Co.     60       9,899  
Albemarle Corp.     143       8,686  
Anglo American PLC (b)     796       20,411  
Avery Dennison Corp.     88       11,252  
CCL Industries, Inc. - Class B (b)     356       14,683  
DuPont de Nemours, Inc.     137       9,030  
International Paper Co.     236       10,308  
Mitsubishi Materials Corp. (b)     200       5,791  
Owens Corning     180       11,030  
Packaging Corp. of America     105       11,493  
Sealed Air Corp.     238       9,941  
Umicore SA (b)     426       17,571  
              140,095  
Technology — 21.9%                
Adobe, Inc. (a)     36       10,005  
Advanced Micro Devices, Inc. (a)     331       11,231  
Akamai Technologies, Inc. (a)     110       9,515  
Applied Materials, Inc.     190       10,309  
BlackBerry Ltd. (a)(b)     2,613       13,757  
Broadcom, Inc.     36       10,543  
Canon, Inc. (b)     300       8,220  
Cisco Systems, Inc.     197       9,359  
Experian PLC (b)     585       18,380  
HP, Inc.     532       9,241  
Intel Corp.     218       12,324  
International Business Machines Corp.     69       9,227  
Konami Holdings Corp. (b)     200       8,825  
Lam Research Corp.     46       12,468  
Micron Technology, Inc. (a)     398       18,925  
Microsoft Corp.     71       10,179  
NEC Corp. (b)     100       3,978  
Nokia Oyj (b)     2,886       10,604  
Oracle Corp.     182       9,917  
Panasonic Corp. (b)     800       6,785  
QUALCOMM, Inc.     128       10,296  
Seagate Technology PLC     185       10,736  
Seiko Epson Corp. (b)     400       5,691  
Sony Corp. (b)     100       6,128  
Texas Instruments, Inc.     77       9,085  
Tokyo Electron Ltd. (b)     100       20,420  
Trend Micro, Inc. (b)     100       5,088  
Western Digital Corp.     217       11,208  
Xerox Corp.     326       11,061  
              303,505  
TOTAL COMMON STOCKS (Cost $1,386,213)             1,378,980  

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

MONEY MARKET FUNDS — 0.2%            
First American Treasury Obligations Fund - Class X, 1.73% (c)     2,564       2,564  
TOTAL MONEY MARKET FUNDS (Cost $2,564)             2,564  
                 
TOTAL INVESTMENTS — 99.8% (Cost $1,388,777)             1,381,544  
Other assets and liabilities, net — 0.2%             2,269  
NET ASSETS — 100.0%           $ 1,383,813  

 

PLC Public Limited Company
(a) Non-income producing security.
(b) Foreign issued security.
(c) The rate shown is the annualized seven-day yield at period end.

 

Percentages are stated as a percent of net assets.

  

      Percentage of Net  
COUNTRY     Assets  
         
Belgium     2.4 %
Britain     8.9 %
Canada     2.1 %
Denmark     1.1 %
Finland     0.8 %
France     3.4 %
Germany     6.9 %
Hong Kong     1.1 %
Ireland     2.3 %
Japan     9.7 %
Netherlands     1.1 %
Sweden     1.2 %
United States     58.6 %
         
         
Total Country     99.6 %
MONEY MARKET FUNDS     0.2 %
TOTAL INVESTMENTS     99.8 %
Other assets and liabilities, net     0.2 %
NET ASSETS     100.0 %

 

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


Sector Diversification as of October 31, 2019      
       
Technology     21.9 %
Health Care     21.6 %
Industrials     14.7 %
Consumer Discretionary     12.7 %
Materials     10.1 %
Financials     6.2 %
Consumer Staples     5.6 %
Energy     4.0 %
Communications     2.8 %
Money Market Funds     0.2 %
Total     99.8 %
Other Assets and Liabilities, net     0.2 %
Net Assets     100.00 %

 

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


  

Schedule of Investments

Innovation α® Trade War ETF

October 31, 2019 (Unaudited) 

 

    Number        
    of Shares     Value  
COMMON STOCKS — 99.6%                
Communications — 3.0%                
Alphabet, Inc. - Class A (a)     10     $ 12,588  
AT&T, Inc.     475       18,283  
Verizon Communications, Inc.     172       10,401  
              41,272  
Consumer Discretionary — 11.1%                
adidas AG (b)     35       10,810  
Amazon.com, Inc. (a)     6       10,660  
Bridgestone Corp. (b)     300       12,552  
Daimler AG (b)     211       12,337  
Dana, Inc.     740       12,010  
DENSO Corp. (b)     200       9,365  
eBay, Inc.     270       9,518  
Fiat Chrysler Automobiles NV (b)     807       12,540  
General Motors Co.     325       12,077  
Kering SA (b)     21       11,953  
Stanley Black & Decker, Inc.     73       11,047  
Techtronic Industries Co. Ltd. (b)     2,000       15,693  
Yamaha Corp. (b)     300       14,070  
              154,632  
Consumer Staples — 5.8%                
Kao Corp. (b)     100       8,088  
Kimberly-Clark Corp.     75       9,966  
PepsiCo, Inc.     77       10,562  
Target Corp.     97       10,370  
The Coca-Cola Co.     192       10,451  
The Procter & Gamble Co.     153       19,050  
Unilever NV (b)     197       11,638  
              80,125  
Energy — 3.6%                
Baker Hughes, a GE Co.     423       9,052  
BP PLC (b)     1,664       10,536  
Chevron Corp.     95       11,033  
ConocoPhillips     173       9,550  
Marathon Oil Corp.     855       9,858  
              50,029  
Financials — 6.5%                
Fiserv, Inc. (a)     145       15,390  
Genworth Financial, Inc. - Class A (a)     3,135       13,418  
JPMorgan Chase & Co.     88       10,993  
Lincoln National Corp.     175       9,884  
Mastercard, Inc. - Class A     38       10,519  


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


The Allstate Corp.     96    
10,216  
The Progressive Corp.     136       9,479  
Visa, Inc. - Class A     61       10,911  
              90,810  
Health Care — 19.2%                
Abbott Laboratories     125       10,451  
Agilent Technologies, Inc.     157       11,893  
AstraZeneca PLC (b)     114       11,065  
Bausch Health Companies, Inc. (a)     486       12,072  
Baxter International, Inc.     119       9,127  
Bayer AG (b)     240       18,631  
Boston Scientific Corp. (a)     246       10,258  
Bristol-Myers Squibb Co.     215       12,335  
DexCom, Inc. (a)     67       10,334  
Edwards Lifesciences Corp. (a)     64       15,256  
Eli Lilly & Co.     93       10,597  
Intuitive Surgical, Inc. (a)     19       10,506  
Johnson & Johnson     81       10,695  
Koninklijke Philips NV (b)     241       10,559  
Medtronic PLC (b)     142       15,464  
Merck & Co., Inc.     128       11,093  
Mylan NV (a)     511       9,786  
Novo Nordisk A/S - Class B (b)     197       10,764  
Pfizer, Inc.     332       12,739  
Smith & Nephew PLC (b)     433       9,259  
Sumitomo Dainippon Pharma Co. Ltd. (b)     600       10,556  
UCB SA (b)     146       11,770  
Varian Medical Systems, Inc. (a)     101       12,202  
              267,412  
Industrials — 15.9%                
Caterpillar, Inc.     92       12,678  
Deere & Co.     63       10,971  
Dover Corp.     104       10,804  
General Electric Co.     1,301       12,984  
Hitachi Ltd. (b)     300       11,292  
Honeywell International, Inc.     72       12,437  
Illinois Tool Works, Inc.     67       11,295  
Komatsu Ltd. (b)     400       9,469  
L3Harris Technologies, Inc.     49       10,109  
Lockheed Martin Corp.     30       11,300  
Mitsubishi Electric Corp. (b)     900       12,958  
Northrop Grumman Corp.     38       13,394  
OMRON Corp. (b)     200       11,840  
Rolls-Royce Holdings PLC (b)     1,225       11,239  
Sandvik AB (b)     769       13,597  
Textron, Inc.     234       10,785  
Thales SA (b)     91       8,898  
The Boeing Co.     31       10,537  


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


Toshiba Corp. (b)     400       13,709  
              220,296  
Materials —10.0%                
3M Co.     63       10,394  
Albemarle Corp.     176       10,690  
Anglo American PLC (b)     461       11,821  
Avery Dennison Corp.     93       11,891  
CCL Industries, Inc. - Class B (b)     260       10,724  
DuPont de Nemours, Inc.     148       9,755  
International Paper Co.     255       11,138  
Mitsubishi Materials Corp. (b)     500       14,477  
Owens Corning     195       11,950  
Packaging Corp. of America     114       12,478  
Sealed Air Corp.     255       10,651  
Umicore SA (b)     305       12,580  
              138,549  
Technology — 24.5%                
Adobe, Inc. (a)     38       10,561  
Advanced Micro Devices, Inc. (a)     352       11,943  
Akamai Technologies, Inc. (a)     115       9,948  
Applied Materials, Inc.     200       10,852  
BlackBerry Ltd. (a)(b)     1,893       9,967  
Broadcom, Inc.     39       11,421  
Canon, Inc. (b)     400       10,960  
Cisco Systems, Inc.     212       10,072  
Experian PLC (b)     333       10,462  
HP, Inc.     644       11,186  
Intel Corp.     265       14,980  
International Business Machines Corp.     82       10,966  
Konami Holdings Corp. (b)     200       8,825  
Lam Research Corp.     55       14,907  
Micron Technology, Inc. (a)     428       20,351  
Microsoft Corp.     75       10,753  
NEC Corp. (b)     300       11,933  
Nokia Oyj (b)     2,336       8,583  
Oracle Corp.     192       10,462  
Panasonic Corp. (b)     1,300       11,026  
QUALCOMM, Inc.     134       10,779  
Seagate Technology PLC     195       11,316  
Seiko Epson Corp. (b)     800       11,382  
Sony Corp. (b)     200       12,257  
Texas Instruments, Inc.     81       9,557  
Tokyo Electron Ltd. (b)     100       20,420  
Trend Micro, Inc. (b)     200       10,175  
Western Digital Corp.     235       12,138  
Xerox Corp.     351       11,909  
              340,091  
TOTAL COMMON STOCKS (Cost $1,384,631)             1,383,216  


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


MONEY MARKET FUNDS — 0.1%            
First American Treasury Obligations Fund - Class X, 1.73% (c)     1,700       1,700  
TOTAL MONEY MARKET FUNDS (Cost $1,700)             1,700  
                 
TOTAL INVESTMENTS —  99.7% (Cost $1,386,331)             1,384,916  
Other assets and liabilities, net — 0.3%             3,752  
NET ASSETS — 100.0%           $ 1,388,668  

 

PLC
Public Limited Company
(a)
Non-income producing security.
(b) Foreign issued security.
(c) The rate shown is the annualized seven-day yield at period end.

Percentages are stated as a percent of net assets.

 

    Percentage of Net  
COUNTRY   Assets  
       
Belgium     1.8 %
Britain     5.6 %
Canada     1.5 %
Denmark     0.8 %
Finland     0.6 %
France     1.5 %
Germany     3.0 %
Hong Kong     1.1 %
Ireland     1.9 %
Japan     16.2 %
Netherlands     0.8 %
Sweden     1.0 %
United States     63.8 %
         
Total Country     99.6 %
MONEY MARKET FUNDS     0.1 %
TOTAL INVESTMENTS     99.7 %
Other assets and liabilities, net     0.3 %
NET ASSETS     100.0 %

 

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


Sector Diversification as of October 31, 2019

 

Technology  
24.5 %
Health Care     19.2 %
Industrials     15.9 %
Consumer Discretionary     11.1 %
Materials     10.0 %
Financials     6.5 %
Consumer Staples     5.8 %
Energy     3.6 %
Communications     3.0 %
Money Market Funds  
0.1 %
Total     99.7 %
Other Assets and Liabilities, net     0.3 %
Net Assets     100.00 %

 

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



 

Statements of Assets & Liabilities

October 31, 2019 (Unaudited)   Innovation α® United
States ETF
    Innovation α® Global
ETF
    Innovation α® Trade
War ETF
 
Assets                  
Investments, at value (cost $1,388,621, $1,388,777 and $1,386,331, respectively)   $ 1,379,574     $ 1,381,544     $ 1,384,916  
Dividend and interest receivable     3,349       4,289       5,929  
Total Assets     1,382,923       1,385,833       1,390,845  
                         
Liabilities                        
Payable to Adviser     1,683       1,786       1,797  
Foreign witholding tax payable           234       380  
Total liabilities     1,683       2,020       2,177  
Net Assets   $ 1,381,240     $ 1,383,813     $ 1,388,668  
                         
Net Assets Consists of:                        
Paid-in capital   $ 1,197,445     $ 1,166,964     $ 1,166,835  
Total distributable earnings     183,795       216,849       221,833  
Net Assets   $ 1,381,240     $ 1,383,813     $ 1,388,668  
                         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     50,000       50,000       50,000  
Net Asset Value, redemption price and offering price per share   $ 27.62     $ 27.68     $ 27.77  

 

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


Statements of Operations

For the Period Ended October 31, 2019(1) (Unaudited)

 

    Innovation α®
United States ETF
    Innovation α®
Global ETF
    Innovation α®
Trade War ETF
 
Investment Income                        
                         
Dividend income (net of withholding tax of $42, $676, and $772, respectively)   $ 20,925     $ 19,359     $ 20,918  
Interest income     16       29       56  
Total investment income     20,941       19,388       20,974  
                         
Expenses                        
                         
Investment advisory fees     8,744       8,754       8,785  
Total expenses     8,744       8,754       8,785  
Net investment income     12,197       10,634       12,189  
                         
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Translation                        
                         
Net realized gain (loss) from:                        
Investments     180,645       213,417       211,027  
Foreign currency translation           31       32  
Net realized gain     180,645       213,448       211,059  
Net change in unrealized appreciation/(depreciation) on:                        
Investments     (9,047 )     (7,233 )     (1,415 )
Foreign currency                  
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation
    (9,047 )     (7,233 )     (1,415 )
                         
Net realized and unrealized gain on investments and foreign currency translation     171,598       206,215       209,644  
Net increase (decrease) in net assets from operations   $ 183,795     $ 216,849     $ 221,833  

 

(1) Fund commenced operations on June 4, 2019. The information presented is for the period from June 4, 2019 to October 31, 2019.

 

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


Statement of Changes in Net Assets

 

Innovation α® United States ETF


 

    Period Ended
October 31, 2019(1)
(Unaudited)
 
       
From Operations        
         
Net investment income   $ 12,197  
Net realized gain on investments and foreign currency translation     180,645  
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation     (9,047 )
Net increase in net assets resulting from operations     183,795  
         
From Capital Share Transactions        
         
Proceeds from shares sold     5,296,400  
Cost of shares redeemed     (4,098,955 )
Net increase in net assets resulting from capital share transactions     1,197,445  
         
Total Increase in Net Assets     1,381,240  
         
Net Assets        
Beginning of period      
End of period   $ 1,381,240  
         
Changes in Shares Outstanding        
         
Shares outstanding, beginning of period      
Shares sold     200,000  
Shares redeemed     (150,000 )
Shares outstanding, end of period     50,000  

 

(1) The Fund commenced operations on June 4, 2019. The information presented is for the period from June 4, 2019 to October 31, 2019.

 

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


Statement of Changes in Net Assets

 

Innovation α® Global ETF


 

    Period Ended
October 31, 2019(1)
(Unaudited)
 
       
From Operations        
         
Net investment income   $ 10,634  
Net realized gain on investments and foreign currency translation     213,448  
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation     (7,233 )
Net increase in net assets resulting from operations     216,849  
         
From Capital Share Transactions        
         
Proceeds from shares sold     5,247,905  
Cost of shares redeemed     (4,080,960 )
Transaction Fees (Note 4)     19  
Net increase in net assets resulting from capital share transactions     1,166,964  
         
Total Increase in Net Assets     1,383,813  
         
Net Assets        
Beginning of period      
End of period   $ 1,383,813  
         
Changes in Shares Outstanding        
Shares outstanding, beginning of period      
Shares sold     200,000  
Shares redeemed     (150,000 )
Shares outstanding, end of period     50,000  

 

(1) The Fund commenced operations on June 4, 2019. The information presented is for the period from June 4, 2019 to October 31, 2019.

 

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


Statement of Changes in Net Assets

 

Innovation α® Trade War ETF


 

    Period Ended
October 31, 2019(1)
(Unaudited)
 
       
From Operations        
         
Net investment income   $ 12,189  
Net realized gain on investments and foreign currency translation     211,059  
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation     (1,415 )
Net increase in net assets resulting from operations     221,833  
         
From Capital Share Transactions        
         
Proceeds from shares sold     5,259,585  
Cost of shares redeemed     (4,092,785 )
Transaction Fees (Note 4)     35  
Net increase in net assets resulting from capital share transactions     1,166,835  
         
Total Increase in Net Assets     1,388,668  
         
Net Assets        
Beginning of period      
End of period   $ 1,388,668  
         
Changes in Shares Outstanding        
         
Shares outstanding, beginning of period      
Shares sold     200,000  
Shares redeemed     (150,000 )
Shares outstanding, end of period     50,000  

 

(1) The Fund commenced operations on June 4, 2019. The information presented is for the period from June 4, 2019 to October 31, 2019.

 

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


Financial Highlights

 

Innovation α® United States ETF

 

For a Share Outstanding Throughout Each Period

 

    Period Ended
October 31, 2019(1)
(Unaudited)
Net Asset Value, Beginning of Period     $ 25.78  
           
Income from investment operations:          
Net investment income(2)       0.12  
Net realized and unrealized gain on investments       1.72  
Total from investment operations       1.84  
           
Net Asset Value, End of Period     $ 27.62  
           
Total return, at NAV(3)(4)       7.16 %
           
Total return, at Market(3)(4)       10.47 %
           
Supplemental Data and Ratios:          
           
Net assets, end of period (000’s)     $ 1,381
           
Ratio of expenses to average net assets(5)       0.81 %
           
Ratio of net investment income to average net assets(5)       1.13 %
           
Portfolio turnover rate(4)(6)       48 %

 

(1) The Fund commenced investment operations on June 4, 2019.
(2) Per share net investment income was calculated using average shares outstanding.
(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) Annualized for periods less than one year.
(6) Excludes impact of in-kind transactions.

 

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


Financial Highlights

 

Innovation α® Global ETF

 

For a Share Outstanding Throughout Each Period

 

    Period Ended
October 31, 2019(1)
(Unaudited)
Net Asset Value, Beginning of Period     $ 25.50  
           
Income from investment operations:          
Net investment income(2)       0.11  
Net realized and unrealized gain on investments       2.07  
Total from investment operations       2.18  
           
Net Asset Value, End of Period     $ 27.68  
           
Total return, at NAV(3)(4)       8.53 %
           
Total return, at Market(3)(4)       10.77 %
           
Supplemental Data and Ratios:          
           
Net assets, end of period (000’s)     $ 1,384  
           
Ratio of expenses to average net assets(5)       0.81 %
           
Ratio of net investment income to average net assets(5)       0.98 %
           
Portfolio turnover rate(4)(6)       3 %

 

(1) The Fund commenced investment operations on June 4, 2019.
(2) Per share net investment income was calculated using average shares outstanding.
(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) Annualized for periods less than one year.
(6) Excludes impact of in-kind transactions.

 

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


Financial Highlights

 

Innovation α® Trade War ETF

 

For a Share Outstanding Throughout Each Period

 

    Period Ended
October 31, 2019(1)
(Unaudited)
Net Asset Value, Beginning of Period     $ 25.54  
           
Income from investment operations:          
Net investment income(2)       0.12  
Net realized and unrealized gain on investments       2.11  
Total from investment operations       2.23  
           
Net Asset Value, End of Period     $ 27.77  
           
Total return, at NAV(3)(4)       8.72 %
           
Total return, at Market(3)(4)       11.00 %
           
Supplemental Data and Ratios:          
           
Net assets, end of period (000’s)     $ 1,389  
           
Ratio of expenses to average net assets(5)       0.81 %
           
Ratio of net investment income to average net assets(5)       1.12 %
           
Portfolio turnover rate(4)(6)       5 %

 

(1) The Fund commenced investment operations on June 4, 2019.
(2) Per share net investment income was calculated using average shares outstanding.
(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) Annualized for periods less than one year.
(6) Excludes impact of in-kind transactions.

 

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


 

Innovation α® ETFs

Notes to Financial Statements (Unaudited)

 

1. ORGANIZATION

 

Innovation α® United States ETF (“INAU”), Innovation α® Global ETF (“INAG”) and Innovation α® Trade War ETF (“TWAR”) (each a “Fund” and collectively, the “Funds”) are non-diversified series of Listed Funds Trust (the “Trust”). The Trust was organized as a Delaware statutory trust on August 26, 2016, amended on December 21, 2018, and is registered with the 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”).

 

Each Fund represents a distinct portfolio with its own investment objective and policies within the Trust. The Funds commenced operations on June 4, 2019.

 

FUND INVESTMENT OBJECTIVE
Innovation α® United States ETF Seeks to track the total return performance, before fees and expenses, of the Innovation α® United States Index
Innovation α® Global ETF Seeks to track the total return performance, before fees and expenses, of the Innovation α® Global Index
Innovation α® Trade War ETF Seeks to track the total return performance, before fees and expenses, of the Martin Global Innovation Equity (MGIE) Trade War Index.

 

Cost incurred by the Funds in connection with the organization, registration and the initial public offering of shares were paid by M·CAM International LLC (“M·CAM” or “Adviser”), the Funds’ investment Adviser.
 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Account Standards Board (“FASB”) Accounting Standard Codification Topic 946, Financial Services — Investment Companies. The Funds prepare financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follow 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 Funds issue and redeem shares on a continuous basis at net asset value (“NAV”) only in large blocks of shares called “Creation Units.” A Creation Unit consists of 50,000 shares. The NAV is determined as of the close of trading (generally, 4:00 PM Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading. The NAV of the shares of the Funds 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 five decimal places.

 


Fair Value Measurement

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

 


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

 


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

 


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

 

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

 

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

 

Debt securities, including short-term debt instruments having a maturity of less than 60 days, are generally valued using the last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by approved independent third-party pricing services. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed.

 


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 October 31, 2019 are as follows:

 

Innovation α® United States ETF

 

    Level 1     Level 2     Level 3     Total  
Assets:                        
Common Stocks(1)   $ 1,368,812     $     $     $ 1,368,812  
Real Estate Investment Trusts(1)     9,318                   9,318  
Money Market Funds     1,444                   1,444  
Total Investments in Securities   $ 1,379,574     $     $     $ 1,379,574  

 

Innovation α® Global ETF

 

    Level 1     Level 2     Level 3     Total  
Assets:                        
Common Stocks(l)   $ 1,378,980     $     $     $ 1,378,980  
Money Market Funds     2,564      
     
      2,564  
Total Investments in Securities   $ 1,381,544     $     $     $ 1,381,544  

 

(1) See the Schedule of Investments for industry classifications.

 

Innovation α® Trade War ETF

 

    Level 1     Level 2     Level 3     Total  
Assets:                        
Common Stocks(1)   $ 1,383,216     $     $     $ 1,383,216  
Money Market Funds     1,700            
      1,700  
Total Investments in Securities   $ 1,384,916     $     $     $ 1,384,916  

 

(1) 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 identified cost-method.

 

Investment Income

Dividend income is recognized on the ex-dividend date. Interest income is accrued daily. 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. The Funds distribute substantially all net investment income to shareholders in the form of dividends.

 

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

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

 

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

 

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

 

The Funds commenced operations on June 4, 2019; therefore, there is no tax information as of October 31, 2019.

 

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 M·CAM, the Funds pay a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.81% of the Funds’ average daily net assets. M·CAM has agreed to pay all expenses of the Funds except the fee paid to M·CAM 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). M·CAM, in turn, compensates the Sub-Adviser from the management fee it receives.


Vident Investment Advisory LLC (the “Sub-Adviser”), a Delaware limited liability company serves as the sub-adviser to the Funds. 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 for each Fund, including selecting broker-dealers to execute purchase and sale transactions or in connection with any rebalancing or reconstitution of a Fund’s Index, subject to the supervision of the Adviser and the Board. For its services, the Sub-Adviser is entitled to a sub-advisory fee paid by the Adviser, which is calculated daily and paid monthly, at an annual rate based on the average daily net assets of the Fund, and subject to a minimum annual fee disclosed for each Fund as noted in the table below:

 

  Fund Sub-Advisory Fee Minimum Annual Fee
  INAU 0.04% $20,000
  INAG 0.05% $25,000
  TWAR 0.05% $25,000

 

Distribution Agreement and 12b-1 Plan

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

 

The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, the Funds are authorized to pay an amount up to 0.25% of each 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 the Funds’ 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., an affiliate of Fund Services, serves as the Funds’ custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Funds’ administrative, custody and transfer agency fees.

 

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

 


4. CREATION AND REDEMPTION TRANSACTIONS

 

Shares of the Funds are listed and traded on the NYSE Arca, Inc. (the “Exchange”). Market prices for the shares may be different from their NAV. The Funds issue and redeem shares on a continuous basis at NAV only in large blocks of shares, typically 50,000 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.

 

Creation Transaction Fee

Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the “Creation Transaction Fee”) in connection with the issuance of Creation Units. The standard Creation Transaction Fee will be the same regardless of the number of Creation Units purchased by an investor on the applicable Business Day. The Creation Transaction Fee for each Fund is listed in the table below:

 


Fixed Creation
Fund Transaction Fee
INAU $250
INAG $1,000
TWAR $1,000

 

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 cash purchases, non-standard orders, or partial purchase of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with cash. The Funds 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.

 

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.

 

5. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the period ended October 31, 2019 were as follows:

 

      Purchases     Sales     Creations In-Kind     Redemptions In-Kind  
  INAU     $ 1,180,767     $ 1,400,044     $ 5,287,745     $ 3,861,935  
  INAG     $ 68,300     $ 884,351     $ 5,194,380     $ 3,205,795  
  TWAR     $ 126,213     $ 891,147     $ 5,175,563     $ 3,237,260  

 


6. PRINCIPAL RISKS

 

As with all exchange traded funds (“ETFs’’), shareholders of the Funds are subject to the risk that their investment could lose money. The Funds are 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 description of the principal risks is included in the prospectus under the heading “Principal Investment Risks’’.

 

7. SUBSEQUENT EVENTS

 

On November 25, 2019, U.S. Bancorp, the parent company of Quasar Distributors, LLC, the Fund’s distributor, announced that it had signed a purchase agreement to sell Quasar to Foreside Financial Group, LLC such that Quasar will become a wholly-owned broker-dealer subsidiary of Foreside. The transaction is expected to close by the end of March 2020. Quasar will remain the Funds’ distributor at the close of the transaction, subject to Board approval.

 

On December 4, 2019, the Board determined, at the recommendation of the Adviser, that it is in the best interests of the shareholders to liquidate the Funds. The liquidation of the Funds was effective Tuesday, December 17, 2019. If a shareholder had not redeemed his or her shares as of the liquidation date, the shareholder’s account automatically redeemed, and proceeds were sent to the shareholder at his or her address of record. Liquidation proceeds were paid in cash for the redeemed shares at their net asset value. All expenses of the liquidation of the Funds were borne by the Adviser.

 

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 Advisory and Sub-Advisory

Agreements (Unaudited)

 

At an in-person meeting held on March 19, 2019 (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 M●CAM Financial LLC (the “Adviser”) and the Trust, on behalf of the Innovation α® United States ETF, Innovation α® Global ETF and Innovation α® Trade War ETF (the “Funds”), and a separate sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”) between the Adviser, the Trust, and Vident Investment Advisory, LLC (the “Sub-Adviser”) with respect to the Funds.

 

Pursuant to Section 15 of the 1940 Act, the Agreements must be approved by: (i) the vote of the Trustees or a vote of the shareholders of the Funds; and (ii) the vote of a majority of the Independent Trustees, cast in person 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 Boards 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 and Sub-Adviser presented additional oral and written information to help the Board evaluate the Agreements. Among other things, representatives from the Adviser and Sub-Adviser provided overviews of their advisory businesses, 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 Funds, each Funds proposed fees, and the operational aspects of the Funds. 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 investment advisory 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-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 Trusteesresponsibilities 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 Funds; (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 the relationship with the Trust and Sub-Adviser; (iii) comparative fee and expense data for the Funds and other investment companies with similar investment objectives; (iv) the extent to which economies of scale would be realized as the Funds grow and whether the overall advisory fee for the Funds would enable investors to share in the benefits of economies of scale; (v) any benefits to be derived by the Adviser or Sub-Adviser from the relationship with the Trust, including any fall-out benefits enjoyed by the Adviser or Sub-Adviser; and (vi) 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.

 

Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Agreements, noting that these services include, among other things, furnishing a continuous investment program for the Funds, 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 Funds, 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 Funds. The Board also considered, among other things, the professional experience and qualifications of the senior management and key professional personnel of the Adviser and Sub-Adviser, including those individuals responsible for portfolio management. The Board also considered the Advisers and Sub-Advisers operational capabilities and resources and their 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 and Sub-Adviser.


Fund Expenses and Performance. Because the Funds had not yet commenced operations, the Board noted that there were no historical performance records to consider. The Board also noted that each Fund is designed to track the performance of an index. The Board was presented with information about each Funds investment strategies and expected break-even expense analyses. The Board also reviewed information regarding each Funds proposed advisory and sub-advisory fees, including advisory fees and total expense ratios of those funds that might be considered peers of the Funds, which consisted of ETFs related to innovation and intelligence as reported by Morningstar. Based on this review, the Board concluded that the investment advisory and sub-advisory fees and expense ratios appeared to be competitive and otherwise satisfactory for the purposes of approving the Agreements.

 

Cost of Services to be Provided and Profitability. The Board considered the cost of the services to be provided by the Adviser and Sub-Adviser, the proposed advisory and sub-advisory fees, and the estimated profitability projected by the Adviser and Sub-Adviser with respect to each Fund, including the methodology used to determine such profitability. The Board also reviewed information regarding the estimated break-even point for the Funds taking into consideration potential direct and ancillary revenue received by the Adviser in connection with the services to be provided to the Funds. The Board took into consideration that the advisory fee for each Fund is a unified fee,meaning the Funds would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and 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 Trusts other service providers, including the Sub-Adviser, and paying a Funds other expenses out of its own fee and resources.

 

Economies of Scale. The Board discussed whether economies of scale would be realized by the Funds at higher asset levels. The Board also assessed whether certain of the Advisers and Sub-Advisers costs would increase if asset levels rise. The Board noted that since the Funds had not yet launched, it was difficult to estimate whether economies of scale might be realized in the future. The Board also noted, however, that any economies would, to some degree, be shared with Fund shareholders through a Funds unitary fee structure. In the event there were to be significant asset growth in the Funds, the Board determined to reassess whether the advisory and sub-advisory fees appropriately took into account any economies of scale that had been realized as a result of that growth.

 

Other Benefits to the Adviser and Sub-Adviser. In addition to evaluating the services provided by the Adviser and Sub-Adviser, the Board also considered the extent to which the Adviser or Sub-Adviser may realize other benefits from its relationship to the Funds. While the Board acknowledged that the Adviser or Sub-Adviser may experience reputational success if the Funds perform well in the future, it did not identify any other potential benefits at this early stage and agreed to reassess potential benefits at a future time. Based on its review, the Board concluded that any ancillary benefits would not be disadvantageous to a Funds shareholders.

 

Conclusion. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees separately, unanimously: (i) concluded that the terms of each Agreement are fair and reasonable; (ii) concluded that the proposed advisory and sub-advisory fees were fair and reasonable in light of the services to be provided; and (iii) determined that the approval of each Agreement for an initial term of two years was in the best interests of each Fund and its future shareholders.


Shareholder Expense Example (Unaudited)

 

As a shareholder of a Fund you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in a Fund and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (June 4, 2019 to October 31, 2019), except as noted in footnotes below.

 

ACTUAL EXPENSES

 

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

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

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

 

                            Expenses  
    Hypothetical     Beginning     Ending           Paid  
    Account     Account     Account     Annualized     During  
    Value     Value     Value     Expense     the  
    5/1/19     6/4/19^     10/31/19     Ratios     Period  
Innovation α® United States ETF                                        
Actual
    N/A     $ 1,000.00     $ 1,071.60       0.81 %   $ 3.42 (1)
Hypothetical (5% return before expenses)
  $ 1,000.00       N/A     $ 1,021.06       0.81 %   $ 4.12 (2)
                                         
Innovation α® Global ETF                                        
Actual
    N/A     $ 1,000.00     $ 1,085.30       0.81 %   $ 3.44 (1)
Hypothetical (5% return before expenses)
  $ 1,000.00       N/A     $ 1,021.06       0.81 %   $ 4.12 (2)
                                         
Innovation α® Trade War ETF                                        
Actual
    N/A     $ 1,000.00     $ 1,087.20       0.81 %   $ 3.44 (1)
Hypothetical (5% return before expenses)
  $ 1,000.00       N/A     $ 1,021.06       0.81 %   $ 4.12 (2)

 


(^) Fund commenced operations on June 4, 2019.


(1) Actual expenses are calculated using the Fund’s annualized expense ratio multiplied by the average account value during the period, multiplied by the number of days in the most recent inception period, 149 days, and divided by the number of days in the most recent twelve month period, 366 days.

(2) Hypothetical expenses are calculated using the Fund’s annualized expense ratio multiplied by the average account value during the period, multiplied by the number of days in the most recent six month period, 184 days, and divided by the number of days in the most recent twelve month period, 366 days.

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 the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling 1-800-617-0004, or by visiting the Funds’ website at www.m-cam.com

 

QUARTERLY PORTFOLIO HOLDING INFORMATION

 

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

 

PROXY VOTING INFORMATION

 

The Funds are 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 Funds’ 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, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling 1-800-617-0004, or by visiting the Funds’ website at www.m-cam.com.


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.

25

Investment Adviser:

 

M●CAM International LLC

513 E. Main Street, #2014

Charlottesville, Virginia 22903

 

Investment Sub-Adviser:

 

Vident Investment Advisory, LLC

300 Colonial Center Parkway, Suite 330

Roswell, Georgia 30076

 

Legal Counsel:

 

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, N.W.

Washington, DC 20004

 

Independent Registered Public Accounting Firm:

 

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

 

Distributor:

 

Quasar Distibutors, LLC

777 East Wisconsin Avenue, 6th Floor

Milwaukee, WI 53202

 

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.