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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)
Kacie G.
Briody, President
Listed Funds
Trust
c/o U.S.
Bancorp Fund Services, LLC
777 East
Wisconsin Avenue, 6th Floor
Milwaukee,
WI 53202
(Name and address of agent for service)
(414) 403-6135
Registrant’s telephone number, including area
code
Date of fiscal year end: May
31
Date of reporting period: May
31, 2025
Item 1. Reports to Stockholders.
|
|
|
|
Alexis Practical Tactical ETF
|
|
LEXI (Principal U.S. Listing Exchange: NYSE)
|
Annual Shareholder Report | May 31, 2025
|
This annual shareholder report contains important information about the Alexis Practical Tactical ETF for the period of June 1, 2024, to May 31, 2025. You can find additional information about the Fund at www.lexietf.com. You can also request this information by contacting us at 1-866-LEXI-ETF (1-866-539-4383).
This report describes changes to the Fund that occurred during the reporting period.
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Alexis Practical Tactical ETF
|
$90
|
%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
In the 12-months since our last annual report, LEXI returned 10.72%, slightly underperforming its blended benchmark, which returned 11.29%. Of the 3 benchmark component indexes, the Morningstar Global Index led with a total return of 13.84%, closely followed by the S&P500 index with a gain of 13.52%. The aggregate bond index earned 5.46%.
WHAT FACTORS INFLUENCED PERFORMANCE
These solid results mask significant volatility including a sharp intermittent -19% pullback for the S&P500 index (with many leading stocks facing significantly steeper losses) in early 2025 coincident with tariffs and trade wars, persistent physical wars in eastern Europe and the Middle East, global geopolitical risks and subsequent supply chain uncertainty, slowing global growth, and inconsistent central bank policy as many ease but the US Federal Reserve hesitates to relax its restrictive policy stance.
Investor sentiment swung wildly over this period. Optimism following the election outcome attributed to hopes for lower taxes and reduced regulatory burden quickly reversed to extreme pessimism based on tariffs and trade wars and the Fed’s decision to indefinitely pause previously priced in rate cuts. 2025 also saw a burst in foreign leadership as investors fled prior leading stocks (especially large cap US growth stocks).
LEXI took advantage of indiscriminate selling in the pullback to add to beaten down tech leaders. These names surged as stocks rebounded off recent lows and LEXI used this strength to rebalance to a more neutral posture, trimming overall equity exposure while adding to new leaders.
The advisor remains optimistic regarding overall market trends and conditions but also acknowledges uncertainty regarding the serious risks outlined above. We consider LEXI’s portfolio allocation as neutral leaning bullish (in line with benchmarks, expecting to participate in further gains while retaining significant flexibility to buy into potential pullbacks).
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
Alexis Practical Tactical ETF
|
PAGE 1
|
TSR-AR-53656F425 |
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
1 Year
|
Since Inception (06/30/2021)
|
Alexis Practical Tactical ETF NAV
|
10.72
|
7.02
|
S&P 500 TR
|
13.52
|
10.13
|
35% S&P 500/35% Morningstar Global Markets/30% Aggregate Bond
|
11.29
|
5.79
|
Bloomberg US Aggregate Bond Index
|
5.46
|
-1.23
|
Morningstar Global Market Large Mid GR
|
13.84
|
7.25
|
Visit www.lexietf.com for more recent performance information.
* |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
|
KEY FUND STATISTICS (as of May 31, 2025)
|
|
Net Assets
|
$113,234,047
|
Number of Holdings
|
37
|
Net Advisory Fee
|
$824,482
|
Portfolio Turnover
|
43%
|
30-Day SEC Yield
|
0.66%
|
Visit www.lexietf.com for more recent performance information.
WHAT DID THE FUND INVEST IN? (as of May 31, 2025)
|
|
Security Type
|
(%)
|
Exchange Traded Funds
|
83.1%
|
Common Stocks
|
11.5%
|
U.S. Treasury Bills
|
2.7%
|
Cash & Other
|
2.7%
|
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit www.lexietf.com.
Alexis Practical Tactical ETF
|
PAGE 2
|
TSR-AR-53656F425 |
HOUSEHOLDING
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 Alexis Investment Partners, LLC documents not be householded, please contact Alexis Investment Partners, LLC at 1-866-LEXI-ETF (1-866-539-4383), or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Alexis Investment Partners, LLC or your financial intermediary.
Alexis Practical Tactical ETF
|
PAGE 3
|
TSR-AR-53656F425 |
100009756953211784130471000097431002712854145921000093819476112041246810000911489189035952810000921693231155813157
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s
principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics
during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during
the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial
Expert.
The registrant’s board of trustees has determined that there is at
least one audit committee financial expert serving on its audit committee. John Jacobs is the “audit committee financial expert”
and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services.
The registrant has engaged its principal
accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit
services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services”
refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax
services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed
or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal
accountant.
|
FYE 5/31/2025 |
FYE 5/31/2024 |
(a) Audit Fees |
$15,050 |
$14,350 |
(b) Audit-Related Fees |
$0 |
$0 |
(c) Tax Fees |
$3,425 |
$3,250 |
(d) All Other Fees |
$0 |
$0 |
(e)(1) The audit committee has adopted pre-approval policies and procedures
that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any
entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Co applicable to non-audit
services pursuant to waiver of pre-approval requirement were as follows:
|
FYE 5/31/2025 |
FYE 5/31/2024 |
Audit-Related Fees |
0% |
0% |
Tax Fees |
0% |
0% |
All Other Fees |
0% |
0% |
(f) N/A
(g) The following table indicates the non-audit fees billed or expected
to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and
any other controlling entity, etc.—not sub-adviser) for the last two years.
Non-Audit
Related Fees |
FYE 5/31/2025 |
FYE 5/31/2024 |
Registrant |
N/A |
N/A |
Registrant’s Investment Adviser |
N/A |
N/A |
(h) The audit committee of the board of trustees/directors has considered
whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining
the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not
compromised the accountant’s independence.
The registrant has not been identified by the U.S. Securities and Exchange
Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign
jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position
taken by an authority in that jurisdiction.
The registrant is not a foreign issuer.
Item 5.
Audit Committee of Listed Registrants.
(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities
Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Act. The committee consists of the independent members of the entire Board.
(b) Not applicable.
Item 6.
Investments.
|
(a) |
Schedule of Investments is included within the financial statements filed under Item 7
of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
Alexis
Practical Tactical ETF
(LEXI)
Annual
Financial Statements & Additional Information
May 31,
2025
TABLE
OF CONTENTS
|
|
|
|
Schedule
of Investments |
|
|
1 |
Statement
of Assets and Liabilities |
|
|
3 |
Statement
of Operations |
|
|
4 |
Statements
of Changes in Net Assets |
|
|
5 |
Financial
Highlights |
|
|
6 |
Notes
to Financial Statements |
|
|
7
|
Report
of Independent Registered Public Accounting Firm |
|
|
13
|
Board
Consideration and Approval of Continuation of Advisory Agreement |
|
|
14
|
Supplemental
Information |
|
|
16 |
|
|
|
|
TABLE OF CONTENTS
Alexis
Practical Tactical ETF
Schedule
of Investments
May 31,
2025
|
|
|
|
|
|
|
EXCHANGE
TRADED FUNDS - 83.1%
|
|
|
|
|
|
|
Financial
Select Sector SPDR Fund |
|
|
24,026 |
|
|
$1,224,365
|
Industrial
Select Sector SPDR Fund |
|
|
8,647 |
|
|
1,234,965
|
Invesco
QQQ Trust Series 1 |
|
|
10,778 |
|
|
5,594,968
|
Invesco
S&P 500 Equal Weight ETF |
|
|
34,850 |
|
|
6,148,585
|
iShares
0-5 Year High Yield Corporate Bond ETF |
|
|
68,110 |
|
|
2,908,297
|
iShares
Global 100 ETF |
|
|
65,676 |
|
|
6,753,463
|
iShares
MSCI International Momentum Factor ETF |
|
|
95,330 |
|
|
4,260,298
|
iShares
MSCI USA Momentum Factor ETF |
|
|
32,736 |
|
|
7,579,693
|
iShares
Short Treasury Bond ETF |
|
|
15,374 |
|
|
1,697,905
|
JPMorgan
Ultra-Short Income ETF |
|
|
90,330 |
|
|
4,572,505
|
PIMCO
Enhanced Short Maturity Active Exchange-Traded Fund |
|
|
45,375 |
|
|
4,562,002
|
SPDR
Dow Jones Industrial Average ETF Trust |
|
|
11,936 |
|
|
5,047,138
|
SPDR
Gold Shares(a) |
|
|
29,633 |
|
|
8,996,579
|
SPDR
S&P Homebuilders ETF |
|
|
7,707 |
|
|
726,462
|
SPDR
S&P MidCap 400 ETF Trust |
|
|
9,434 |
|
|
5,176,624
|
VanEck
Semiconductor ETF |
|
|
7,755 |
|
|
1,859,261
|
Vanguard
Dividend Appreciation ETF |
|
|
30,620 |
|
|
6,060,617
|
Vanguard
Growth ETF |
|
|
14,051 |
|
|
5,805,030
|
Vanguard
Mega Cap Growth ETF |
|
|
20,692 |
|
|
7,127,980
|
Xtrackers
MSCI EAFE Hedged Equity ETF |
|
|
150,240 |
|
|
6,762,302
|
TOTAL
EXCHANGE TRADED FUNDS
(Cost
$77,269,025) |
|
|
|
|
|
94,099,039
|
COMMON
STOCKS - 11.5%
|
|
|
|
|
|
|
Communications
- 1.1%
|
|
|
|
|
|
|
Alphabet,
Inc. - Class A |
|
|
3,430 |
|
|
589,068
|
Meta
Platforms, Inc. - Class A |
|
|
1,014 |
|
|
656,555
|
|
|
|
|
|
|
1,245,623
|
Consumer
Discretionary - 3.4%
|
|
|
|
|
|
|
Home
Depot, Inc. |
|
|
1,927 |
|
|
709,695
|
Marriott
International, Inc. - Class A |
|
|
2,624 |
|
|
692,290
|
Tesla,
Inc.(a) |
|
|
3,933 |
|
|
1,362,627
|
TJX
Cos., Inc. |
|
|
8,358 |
|
|
1,060,630
|
|
|
|
|
|
|
3,825,242
|
Financials
- 1.0%
|
|
|
|
|
|
|
Visa,
Inc. - Class A |
|
|
3,129 |
|
|
1,142,680
|
Industrials
- 0.7%
|
|
|
|
|
|
|
Caterpillar,
Inc. |
|
|
2,463 |
|
|
857,198
|
Materials
- 0.6%
|
|
|
|
|
|
|
Freeport-McMoRan,
Inc. |
|
|
18,342 |
|
|
705,800
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Alexis
Practical Tactical ETF
Schedule
of Investments
May
31, 2025(Continued)
|
|
|
|
|
|
|
COMMON
STOCKS - (Continued)
|
Technology
- 4.7%
|
|
|
|
|
|
|
Apple,
Inc. |
|
|
5,538 |
|
|
$1,112,307
|
Applied
Materials, Inc. |
|
|
4,842 |
|
|
758,983
|
Cisco
Systems, Inc. |
|
|
9,674 |
|
|
609,849
|
Microsoft
Corp. |
|
|
1,910 |
|
|
879,288
|
NVIDIA
Corp. |
|
|
9,167 |
|
|
1,238,737
|
Oracle
Corp. |
|
|
4,372 |
|
|
723,697
|
|
|
|
|
|
|
5,322,861
|
TOTAL
COMMON STOCKS
(Cost
$9,529,088) |
|
|
|
|
|
13,099,404
|
|
|
|
Par |
|
|
|
SHORT-TERM
INVESTMENTS - 2.7%
|
|
|
|
|
|
|
U.S.
Treasury Bills - 2.7%
|
|
|
|
|
|
|
4.27%,
08/14/2025(b) |
|
|
$1,516,000 |
|
|
1,503,021
|
4.26%,
11/06/2025(b) |
|
|
1,530,000 |
|
|
1,502,232
|
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$3,005,587) |
|
|
|
|
|
3,005,253
|
TOTAL
INVESTMENTS - 97.3%
(Cost
$89,803,700) |
|
|
|
|
|
$110,203,696
|
Money
Market Deposit Account - 2.7%(c) |
|
|
|
|
|
3,078,494
|
Liabilities
in Excess of Other Assets - (0.0)%(d) |
|
|
|
|
|
(48,143)
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$113,234,047 |
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
(a)
|
Non-income producing
security.
|
(b)
|
The rate shown is
the annualized effective yield as of May 31, 2025.
|
(c)
The
U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA
will
bear interest at a variable rate that is determined based on market conditions and is subject to change daily. The rate as of May 31,
2025 was 4.11%.
(d)
|
Represents less than
0.05% of net assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
Traded Funds |
|
|
$94,099,039 |
|
|
$— |
|
|
$— |
|
|
$94,099,039
|
Common
Stocks |
|
|
13,099,404 |
|
|
— |
|
|
— |
|
|
13,099,404
|
U.S.
Treasury Bills |
|
|
— |
|
|
3,005,253 |
|
|
— |
|
|
3,005,253
|
Total
Investments |
|
|
$107,198,443 |
|
|
$3,005,253 |
|
|
$— |
|
|
$110,203,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Schedule of Investments for further disaggregation of investment categories.
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Alexis
Practical Tactical ETF
Statement
of Assets and Liabilities
May 31,
2025
|
|
|
|
ASSETS:
|
|
|
|
Investments,
at value |
|
|
$110,203,696
|
Cash
- interest bearing deposit account |
|
|
3,078,494
|
Interest
receivable |
|
|
16,594
|
Dividends
receivable |
|
|
14,681
|
Total
assets |
|
|
113,313,465
|
LIABILITIES:
|
|
|
|
Payable
to adviser |
|
|
79,418
|
Total
liabilities |
|
|
79,418
|
NET
ASSETS |
|
|
$
113,234,047 |
NET
ASSETS CONSISTS OF:
|
|
|
|
Paid-in
capital |
|
|
$91,380,054
|
Total
distributable earnings |
|
|
21,853,993
|
Total
net assets |
|
|
$
113,234,047 |
Net
assets |
|
|
$113,234,047
|
Shares
issued and outstanding(a) |
|
|
3,636,834
|
Net
asset value per share |
|
|
$31.14
|
Cost:
|
|
|
|
Investments,
at cost |
|
|
$89,803,700 |
|
|
|
|
(a)
|
Unlimited shares authorized
without par value. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Alexis
Practical Tactical ETF
Statement
of Operations
For
the Year Ended May 31, 2025
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
Dividend
income |
|
|
$1,225,971
|
Interest
income |
|
|
488,634
|
Total
investment income |
|
|
1,714,605
|
EXPENSES:
|
|
|
|
Investment
advisory fee |
|
|
824,482
|
Income
tax expense |
|
|
1,715
|
Total
expenses |
|
|
826,197
|
NET
INVESTMENT INCOME |
|
|
888,408
|
REALIZED
AND UNREALIZED GAIN (LOSS)
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
Investments |
|
|
1,355,848
|
Net
realized gain (loss) |
|
|
1,355,848
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
Investments |
|
|
7,302,588
|
Net
change in unrealized appreciation (depreciation) |
|
|
7,302,588
|
Net
realized and unrealized gain (loss) |
|
|
8,658,436
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
9,546,844 |
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
$888,408 |
|
|
$1,041,034
|
Net
realized gain (loss) |
|
|
1,355,848 |
|
|
1,539,199
|
Net
change in unrealized appreciation (depreciation) |
|
|
7,302,588 |
|
|
12,832,846
|
Net
increase (decrease) in net assets from operations |
|
|
9,546,844 |
|
|
15,413,079
|
DISTRIBUTIONS
TO SHAREHOLDERS:
|
|
|
|
|
|
|
From
earnings |
|
|
(2,215,497
) |
|
|
(974,763
) |
Total
distributions to shareholders |
|
|
(2,215,497
) |
|
|
(974,763
) |
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
Creations |
|
|
30,544,790 |
|
|
5,420,557
|
Redemptions |
|
|
(7,299,200
) |
|
|
(248,610
) |
Net
increase (decrease) in net assets from capital transactions |
|
|
23,245,590 |
|
|
5,171,947
|
Net
increase (decrease) in net assets |
|
|
30,576,937 |
|
|
19,610,263
|
NET
ASSETS:
|
|
|
|
|
|
|
Beginning
of the year |
|
|
82,657,110 |
|
|
63,046,847
|
End
of the year |
|
|
$
113,234,047 |
|
|
$82,657,110
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
Creations |
|
|
1,010,000 |
|
|
210,000
|
Redemptions |
|
|
(250,000
) |
|
|
(10,000
) |
Total
increase (decrease) in shares outstanding |
|
|
760,000 |
|
|
200,000 |
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Alexis
Practical Tactical ETF
Financial
Highlights
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$28.73 |
|
|
$23.55 |
|
|
$24.33 |
|
|
$25.00
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income(b)(c) |
|
|
0.28 |
|
|
0.38 |
|
|
0.28 |
|
|
0.08
|
Net
realized and unrealized gain (loss) on investments(d) |
|
|
2.79 |
|
|
5.15 |
|
|
(0.84) |
|
|
(0.69)
|
Total
from investment operations |
|
|
3.07 |
|
|
5.53 |
|
|
(0.56) |
|
|
(0.61)
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
(0.31) |
|
|
(0.35) |
|
|
(0.22) |
|
|
(0.06)
|
Net
realized gains |
|
|
(0.35) |
|
|
— |
|
|
— |
|
|
—
|
Total
distributions |
|
|
(0.66) |
|
|
(0.35) |
|
|
(0.22) |
|
|
(0.06)
|
Net
asset value, end of period |
|
|
$31.14 |
|
|
$28.73 |
|
|
$23.55 |
|
|
$24.33
|
TOTAL
RETURN(e) |
|
|
10.72% |
|
|
23.62% |
|
|
−2.29% |
|
|
−2.44%
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$113,234 |
|
|
$82,657 |
|
|
$63,047 |
|
|
$52,727
|
Ratio
of expenses to average net assets(f)(g) |
|
|
0.85% |
|
|
0.85% |
|
|
0.85% |
|
|
0.85%
|
Ratio
of tax expenses to average net assets(f) |
|
|
0.00%(h) |
|
|
—% |
|
|
—% |
|
|
—%
|
Ratio
of net investment income (loss) to average net assets(f)(g) |
|
|
0.92% |
|
|
1.44% |
|
|
1.18% |
|
|
0.32%
|
Portfolio
turnover rate(e)(i) |
|
|
43% |
|
|
36% |
|
|
70% |
|
|
51% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was June 30, 2021.
|
(b)
|
Net investment income
per share has been calculated based on average shares outstanding during the periods.
|
(c)
|
Recognition of
net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in
which the Fund invests. The ratio does not include net investment income of the exchange traded funds in which the Fund invests.
|
(d)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods.
|
(e)
|
Not annualized for
periods less than one year.
|
(f)
|
Annualized for periods
less than one year.
|
(g)
|
These ratios exclude
the impact of expenses of the underlying exchange traded funds as represented in the Schedule of Investments. Recognition of net investment
income by the Fund is affected by the timing of the underlying exchange traded funds in which the Fund invests.
|
(h)
|
Amount represents
less than 0.005%.
|
(i)
|
Portfolio turnover
rate excludes in-kind transactions. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May 31,
2025
1.
ORGANIZATION
Alexis
Practical Tactical ETF (the “Fund”) is a diversified series of Listed Funds Trust (the “Trust”), formerly Active
Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended
on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management
investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
The
Fund is an actively-managed exchange-traded fund (“ETF”) that seeks total return primarily through long-term capital appreciation,
with income and capital preservation as secondary objectives.
2.
SIGNIFICANT ACCOUNTING POLICIES
The
Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial
Services – Investment Companies. The Fund prepares its financial statements in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.
Use
of Estimates – The preparation of the financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from
operations during the reporting period. Actual results could differ from these estimates.
Share
Transactions – The net asset value (“NAV”) per share of the Fund will be equal to
the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that
is published will be rounded to the nearest cent. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time)
on each day the New York Stock Exchange (“NYSE”) is open for trading.
Fair
Value Measurement – In calculating the NAV, the Fund’s exchange-traded equity securities
will be valued at fair value, which will generally be determined using the last reported official closing or last trading price on the
exchange or market on which the security is primarily traded at the time of valuation. Such valuations are typically categorized as Level 1
in the fair value hierarchy described below.
Securities
listed on the NASDAQ Stock Market, Inc. are generally valued at the NASDAQ official closing price.
The
valuation of the 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” or the “Trustees”) has designated Alexis Investment Partners, LLC (“AIP”
or the “Adviser”) as the valuation designee of the Fund. 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.
T-bills
are valued in accordance with prices supplied by a pricing service. Pricing services may use various valuation methodologies such as the
mean between the bid and asked prices. Such valuations are typically categorized as Level 2 in the fair value hierarchy described
below.
An
amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity, unless
the Adviser determines in good faith that such method does not represent fair value.
FASB
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value,
establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires disclosure about fair value measurements.
It also provides guidance on determining when there has been a significant decrease in the volume and
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May
31, 2025(Continued)
level
of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated into fair value
measurements. Under ASC 820, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized
in the following hierarchy:
Level 1 –
|
Unadjusted quoted prices in active markets
for identical assets or liabilities that the Fund has the ability to access. |
Level 2 –
|
Observable inputs other than quoted prices
included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted
prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk,
yield curves, default rates and similar data. |
Level 3 –
|
Unobservable inputs for the asset or liability,
to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market
participant would use in valuing the asset or liability, and would be based on the best information available. |
The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level
1) and the lowest priority to unobservable inputs (Level 3). See the Schedule of Investments for a summary of the valuations as of May 31,
2025 for the Fund based upon the three levels describe 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.
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.
See
the Schedule of Investments for hierarchy classification and industry classifications.
Security
Transactions – Investment transactions are recorded as of the date that the securities are purchased
or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification
basis.
Investment
Income – Dividend income is recognized on the ex-dividend date. Interest income is accrued daily.
Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable tax
rules and regulations. Long-term capital gain distributions from investment companies, if any, are classified as realized gains for financial
reporting. Discounts and premiums on fixed income securities are accreted or amortized using the effective interest method.
Tax
Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions – The Fund
is treated as a separate entity for Federal income tax purposes. The Fund intends to qualify as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible
for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly asset diversification requirements
and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest
and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Fund will not be subject to
Federal income tax.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May
31, 2025(Continued)
Distributions
to shareholders are recorded on the ex-dividend date. The Fund generally pays out dividends from net investment income, if any, at least
annually, and distributes its net capital gains, if any, to shareholders at least annually. The Fund may also pay a special distribution
at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment
income and net realized capital gains are determined in accordance with Federal income tax regulations which may differ from U.S. GAAP.
These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences
do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return
of capital.
Management
evaluates the Fund’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection
with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing
tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position
is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income
taxes would be recorded as income tax expense. The Fund’s Federal income tax returns are subject to examination by the Internal
Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject
to examination for an additional fiscal year depending on the jurisdiction. As of May 31, 2025, the Fund’s fiscal year end, the
Fund had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of May 31, 2025, the Fund
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
Fund recognized no interest or penalties related to uncertain tax benefits in the 2025 fiscal year. At May 31, 2025, the Fund’s
fiscal year end, the tax periods for the prior three years are open to examination in the Fund’s major tax jurisdiction.
Indemnification
– In the normal course of business, the Fund expects to enter into contracts that contain a variety
of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated
arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, 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 Fund’s
assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject
to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940
Act.
Pursuant
to the Advisory Agreement between the Trust, on behalf of the Fund, and AIP, the Fund pays a unified management fee to the Adviser, which
is calculated daily and paid monthly, at an annual rate of:
Rate
0.85%
on first $250,000,000 on daily net assets;
0.75%
on the next $250,000,000 on daily net assets; and
0.65%
on daily net assets in excess of $500,000,000
AIP
has agreed to pay all expenses of the Fund except the fee paid to AIP 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).
At
May 31, 2025, 75.83% of the outstanding shares of the Fund were held in separately managed accounts of the Adviser.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May
31, 2025(Continued)
Distribution
Agreement and 12b-1 Plan – Foreside Fund Services, LLC a wholly-owned subsidiary of Foreside Financial
Group, LLC (dba ACA Group) (the “Distributor”) serves as the Fund’s distributor pursuant to a Distribution Services
Agreement. The Distributor receives compensation for the statutory underwriting services it provides to the Fund. 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 Fund. The Distributor will not distribute shares in less than whole Creation Units and does not
maintain a secondary market in shares.
The
Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance
with the Rule 12b-1 Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year
for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are
no plans to impose these fees.
However,
in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates
may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
Administrator,
Custodian and Transfer Agent – U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global
Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accountant
of the Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves
as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Fund’s
administrative, custody and transfer agency fees.
A
Trustee and all officers of the Trust are affiliated with the Administrator and the Custodian.
4.
CREATION AND REDEMPTION TRANSACTIONS
Shares
of the Fund are listed and traded on the NYSE Arca, Inc. The Fund issues and redeems shares on a continuous basis at NAV only in large
blocks of shares called “Creation Units.” Creation Units are to be issued and redeemed principally in kind for a basket of
securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market
prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close
of trading (generally, 4:00 p.m. Eastern Time) on each day the NYSE is open for trading. The NAV of the shares of the Fund will be equal
to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that
is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated
to four decimal places.
Creation
Unit Transaction Fee – Authorized Participants may 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 by an investor on the applicable
business day. The Creation Unit Transaction Fee charged by the Fund for each creation order is $300.
An
additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (1)
creations effected outside the Clearing Process and (2) creations made in an all cash amount (to offset the Trust’s brokerage and
other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs
of transferring the securities constituting the Deposit Securities to the account of the Trust. The Fund may determine to not charge a
variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders. Variable fees,
if any, received by the Fund are displayed in the Capital Share Transactions section on the Statement of Changes in Net Assets.
Only
“Authorized Participants” may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a
broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing
Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail
investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will
be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary
market with the assistance of a broker and will
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May
31, 2025(Continued)
be
subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are
valued as of the close of business on the effective date of the creation or redemption.
A
Creation Unit will generally not be issued until the transfer of good title of the deposit securities to the Fund and the payment of any
cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will
be issued to such authorized participant notwithstanding the fact that the Fund’s deposits have not been received in part or in
whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If
the Fund or its agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be
deemed rejected and the authorized participant shall be liable to the Fund for losses, if any.
5.
FEDERAL INCOME TAX
The
tax character of distributions paid was as follows:
|
|
|
|
|
|
|
Year
ended May 31, 2025 |
|
|
$1,392,936 |
|
|
$822,561
|
Year
ended May 31, 2024 |
|
|
974,763 |
|
|
— |
|
|
|
|
|
|
|
(1)
|
Ordinary income may
include short-term capital gains. |
At
May 31, 2025, the Fund’s fiscal year end, the components of distributable earnings 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:
|
|
|
|
Federal
Tax Cost of Investments |
|
|
$87,896,254
|
Gross
Tax Unrealized Appreciation |
|
|
$22,539,584
|
Gross
Tax Unrealized Depreciation |
|
|
(232,142)
|
Net
Tax Unrealized Appreciation (Depreciation) |
|
|
22,307,442
|
Undistributed
Ordinary Income |
|
|
56,224
|
Undistributed
Long-Term Gain |
|
|
—
|
Other
Accumulated Gain (Loss). |
|
|
(509,673)
|
Total
Distributable Earnings. |
|
|
$21,853,993 |
|
|
|
|
The
difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales,
the difference between book-basis and tax-basis on the securities received as a result of the in-kind contribution seeding the Fund and
tax basis adjustments on grantor trusts.
Under
current tax law, net capital losses realized after October 31 and net ordinary losses incurred after December 31 may be deferred
and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses and post-October losses are
determined only at the end of each fiscal year. The Fund deferred $509,673 of post October losses for the fiscal year ended May 31,
2025.
U.S.
GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.
These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to redemptions in-kind
and nondeductible excise tax paid. For the fiscal year ended May 31, 2025, the following reclassifications were made for permanent
tax differences on the Statement of Assets and Liabilities.
|
|
|
|
|
|
|
Alexis
Practical Tactical ETF |
|
|
$(932,241) |
|
|
$932,241 |
|
|
|
|
|
|
|
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
NOTES
TO FINANCIAL STATEMENTS
May
31, 2025(Continued)
6.
INVESTMENT TRANSACTIONS
During
the fiscal year ended May 31, 2025, the Fund realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged
Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed
to shareholders, they have been reclassified from total distributable earnings (accumulated losses) to paid in-capital. The amount of
realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statement of Operations is as
follows:
|
|
|
|
|
|
|
Alexis
Practical Tactical ETF |
|
|
$948,488 |
|
|
$(10,355) |
|
|
|
|
|
|
|
Purchases
and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the fiscal year ended May 31,
2025, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexis
Practical Tactical ETF |
|
|
$47,535,853 |
|
|
$37,559,443 |
|
|
$26,406,435 |
|
|
$7,260,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
PRINCIPAL RISKS
As
with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal
risks, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.
A
complete description of principal risks is included in the prospectus under the heading “Principal Investment Risks”.
8.
NEW ACCOUNTING PRONOUNCEMENTS
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU
2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses, allowing financial statement users to better understand the components of a segment’s profit
or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity’s
segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim
disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements.
Management
has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect
to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment
entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser, who serves as
the chief operating decision maker, using the information presented in the financial statements and financial highlights.
9.
SUBSEQUENT EVENTS
Management
has evaluated the Fund’s related events and transactions that occurred subsequent to May 31, 2025, through the date of issuance
of the Fund’s financial statements. Management has determined that there were no subsequent events requiring recognition or disclosure
in the financial statements.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders of Alexis Practical Tactical ETF and
Board
of Trustees of Listed Funds Trust
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Alexis Practical Tactical
ETF (the “Fund”), a series of Listed Funds Trust, as of May 31, 2025, the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of
the three years in the period then ended and for the period from June 30, 2021 (commencement of operations) through May 31, 2022 , and
the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Fund as of May 31, 2025, the results of its operations for the year then
ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three
years in the period then ended and for the period from June 30, 2021 (commencement of operations) through May 31, 2022, in conformity
with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2025,
by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We
have served as the Fund’s auditor since 2021.
COHEN
& COMPANY, LTD.
Philadelphia,
Pennsylvania
July
30, 2025
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AGREEMENT
At
meetings held on February 25, 2025 (the “February Meeting”) and March 5, 2025 (the “March Meeting” and together
with the February Meeting, 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 “Agreement”) between Alexis Investment Partners, LLC (the “Adviser”) and the Trust, on behalf of Alexis Practical
Tactical ETF (the “Fund”).
Pursuant
to Section 15 of the 1940 Act, the continuation of the Agreement after its initial two-year term must be approved annually by: (i)
the vote of the Board or shareholders of the Fund and (ii) the vote of a majority of the Independent Trustees cast at a meeting called
for the purpose of voting on such approval. As discussed in greater detail below, in preparation for the Meetings, the Board requested
from, and reviewed responsive information provided by the Adviser.
In
addition to the written materials provided to the Board in advance of the Meetings, during the March Meeting representatives from the
Adviser provided the Board with an overview of their advisory business, including their investment personnel, financial resources, experience,
investment processes and compliance program. The representatives discussed the services provided to the Fund by the Adviser, as well as
the Fund’s fees and information with respect to the Fund’s strategy and certain operational aspects of the Fund. The Board
considered the materials it received in advance of the Meetings, including a memorandum from legal counsel to the Trust regarding the
responsibilities of the Board in considering the approval of the Agreement, and information conveyed during the Adviser’s oral presentation.
The Board also considered the information it received throughout the year about the Fund and the Adviser. The Board considered the approval
of the continuation of the Agreement for an additional one-year term 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. The Independent Trustees also met in
executive session with counsel to the Trust to further discuss the advisory arrangements and the Independent Trustees’ responsibilities
relating thereto.
At
the March Meeting, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other
things: (i) the nature, extent, and quality of the services provided by the Adviser to the Fund; (ii) the Fund’s expenses and
performance; (iii) the cost of the services provided and profits to be realized by the Adviser from the relationship with the Fund; (iv)
comparative fee and expense data for the Fund and other investment companies with similar investment objectives and strategies; (v) the
extent to which the advisory fee for the Fund reflects economies of scale shared with its shareholders; (vi) any fall-out benefits derived
by the Adviser from the relationship with the Fund; 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 renewal of the Agreement.
In its deliberations, the Board did not identify any single piece of information that was paramount or controlling and the individual
Trustees may have attributed different weights to various factors.
Approval
of the Continuation of the Advisory Agreement
Nature,
Extent, and Quality of Services Provided. The Board considered the scope of services provided under the
Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to the Fund with
respect to implementing its investment program, including arranging for, or implementing, the purchase and sale of portfolio securities,
monitoring adherence to its investment restrictions, overseeing the activities of the service providers, monitoring compliance with various
policies and procedures with applicable securities regulations, and monitoring the extent to which each Fund achieved its investment objective.
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 and current reports from the Trust’s Chief Compliance Officer regarding her view of the Adviser’s
compliance infrastructure, as well as the Board’s experience with the Adviser and the investment management services it has provided
to the Fund. The Board noted that it had received a copy of the Adviser’s registration on Form ADV, as well as the response
of the Adviser to a detailed series of questions which requested, among other things, information about the background and experience
of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser. The Board also considered
the Adviser’s operational capabilities and resources and its experience in managing investment portfolios, including the Fund.
Historical
Performance. The Board next considered the Fund’s performance. The Board observed that information
regarding the Fund’s past investment performance for periods ended December 31, 2024 had been included in the
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
BOARD
CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AGREEMENT
(Continued)
Materials.
The Board noted that it had been provided with the Barrington Report, which compared the performance results of the Fund with the returns
of a group of ETFs selected by Barrington Partners as most comparable to the Fund (the “Peer Group”), as well as with funds
in the Fund’s respective Morningstar category (the “Category Peer Group”). Additionally, at the Board’s request,
the Adviser identified the funds the Adviser considered to be the Fund’s most direct competitors (the “Selected Peer Group”)
and provided a comparison of the Fund’s management fee compared with the funds in the Selected Peer Group.
The
Board noted that, for the one- and three-year and since inception periods ended December 31, 2024, the Fund outperformed its blended
benchmark, the 35% S&P 500/35% Morningstar Global Markets/30% Bloomberg US Aggregate Bond Index. The Board also noted that for each
of the one-year and since-inception periods ended December 31, 2024, the Fund underperformed its broad-based benchmark, the S&P
500 Total Return. The Board further noted that, for the one- and three-year periods ended December 31, 2024, the Fund outperformed
the average of its Peer Group and its Category Peer Group. Lastly, the Board noted that for the one- and two-year periods, the Fund performed
within the range of its Selected Peer Group.
Cost
of Services Provided and Profitability. The Board reviewed the management fee for the Fund, including
in comparison to the management fee of its Peer Group as provided in the Barrington Report and its Selected Peer Group.
The
Board took into consideration that the Adviser charges a “unitary fee,” meaning that the Fund pays no expenses except for
the fee paid to the Adviser pursuant to the 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 the Fund’s other service providers and, with the exception of the expenses noted above,
paying the Fund’s other operating expenses out of its own fee and resources. The Board also evaluated whether the Adviser received
any other compensation or fall-out benefits from its relationship with the Fund, taking into account analyses of the Adviser’s profitability
with respect to the Fund.
The
Board noted that while the management fee for the Fund was equal to the median and within the range of funds included in the Peer Group,
it was slightly higher than the average of the Peer Group. The Board also noted that the Fund’s management fee was within the range
of its Selected Peer Group.
The
Board accordingly noted that the Fund’s unitary 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 the Fund has reached the size at which it has
begun to realize economies of scale. The Board also determined that, based on the amount and structure of the Fund’s unitary fee,
any such economies of scale would be shared with such Fund’s respective shareholders. The Board stated that it would monitor fees
as the Fund grows and consider whether fee breakpoints may be warranted in the future.
Conclusion.
No single factor was determinative of the Board’s decision to approve the continuation of the Agreement;
rather, the Board based its determination on the total mix of information available to it. The Board, including a majority of the Independent
Trustees, determined that the terms of the Agreement, including the compensation payable under the Agreement, are fair and reasonable
with respect to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation
of the Agreement was in the best interests of the Fund and its shareholders.
TABLE OF CONTENTS
ALEXIS
PRACTICAL TACTICAL ETF
SUPPLEMENTAL
INFORMATION
May
31, 2025 (Unaudited)
THE
BELOW INFORMATION IS REQUIRED DISCLOSURE FROM FORM N-CSR
Item
8. Changes in 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. Renumeration Paid to Directors, Officers, and Others of Open-End Investment Companies.
The
Advisor has agreed to pay all operating expenses of the Fund pursuant to the terms of the Investment Advisory Agreement, subject to certain
exclusions provided therein. As a result, the Advisor 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 Statement of Additional Information.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Refer
to the Board Consideration and Approval of Continuation of Advisory Agreement.
TAX
INFORMATION
The
Fund designated 93.28% of its ordinary income distribution for the year ended May 31, 2025, as qualified dividend income under the Jobs
and Growth Tax Relief Reconciliation Act of 2003.
For
the year ended May 31, 2025, 51.67% of dividends paid from net ordinary income qualified for the dividends received deduction available
to corporate shareholders.
|
(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.
All Fund expenses, including Trustee compensation, are paid by the Investment
Adviser pursuant to the Investment Advisory Agreement. Additional information related to those fees is available in the Fund’s Statement
of Additional Information.
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. Filed herewith. |
(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.
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a)under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(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.
|
(b) |
Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
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/ Kacie G. Briody |
|
|
|
Kacie G. Briody, President/Principal Executive Officer |
|
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/ Kacie G. Briody |
|
|
|
Kacie G. Briody, President/Principal Executive Officer |
|
|
By (Signature and Title)* |
/s/ Travis G. Babich |
|
|
|
Travis G. Babich, Treasurer/Principal
Financial Officer |
|
* Print the name and title of each signing officer under his or her signature