Teucrium
ETFs
BOARD CONSIDERATION AND APPROVAL OF ADVISORY
AGREEMENT(Continued)
to
a group of ETFs selected by Barrington Partners as most comparable to the Fund
(the “Peer Group”). Additionally, the Board compared the Fund’s management fee
with funds identified by the Adviser to be the Fund’s most direct competitors
(each, a “Selected Peer Group”).
The
Board noted that the management fee was higher than the average and median of
its Peer Group and was higher than the funds in its Selected Peer Group.
The
Board considered the Adviser’s discussion of the characteristics that set the
Fund apart from its peers to warrant a higher management fee and agreed to
monitor whether the Fund’s management fee continues to remain appropriate in
light of performance and the manner in which its investment strategy is
implemented following its commencement of operations and the markets’ reception
of the Fund.
Cost
of Services to be Provided and Profitability.
The Board considered the cost of the services to be provided by the Adviser, the
proposed management fee, and the estimated profitability projected by the
Adviser, including the methodology underlying such projection. With respect to
the Fund, the Board took into consideration that the Fund would pay the Adviser
a “unitary fee,” meaning the Fund would pay no expenses except for the fee paid
to the Adviser pursuant to the Agreement, interest charges on any borrowings,
dividends and other expenses on securities sold short, taxes, brokerage
commissions and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments, acquired fund fees and
expenses, accrued deferred tax liability, extraordinary expenses, and
distribution fees and expenses paid by the Fund under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act. The Adviser would be
responsible for compensating the Fund’s other service providers and paying the
Fund’s other expenses out of its own fee and resources. The Board also evaluated
the compensation and benefits expected to be received by the Adviser from its
relationship with the Fund. Based on the projected profitability information
presented and the comparability of the Fund’s proposed fees and expenses to
those of its peer funds, the Board concluded that the Adviser’s anticipated
profitability appears reasonable at this time.
Economies
of Scale. The Board expressed the view that the
Adviser might realize economies of scale in managing the Fund as assets grow in
size. However, the Board determined that, based on the amount and structure of
the Fund’s unitary fee, any such economies of scale would be shared with the
Fund’s shareholders. In the event there were to be significant asset growth in
the Fund, the Board determined to reassess whether the management fee
appropriately took into account any economies of scale that had been realized as
a result of that growth.
Conclusion. No single factor was determinative of the Board’s
decision to approve the Agreement; rather, the Board based its determination on
the total mix of information available to it. Based on a consideration of all
the factors in their totality, the Board, including a majority of the
Independent Trustees, determined that the terms of the Agreement, including the
compensation payable thereunder, were fair and reasonable to the Fund. The
Board, including a majority of the Independent Trustees, therefore determined
that the approval of the Agreement for an initial term of two years was in the
best interests of the Fund and its shareholders.
Yields
For You Strategy A ETF
Relative
Strength Managed Volatility Strategy ETF
At
meetings held on November 18, 2024 (the “November Meeting”) and
December 3 and 4, 2024 (the “December Meeting” and together with the
November 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 an advisory
agreement (the “Agreement”) between Teucrium Investment Advisors, LLC (the
“Adviser”) and the Trust, on behalf of Yields For You Strategy A ETF and
Relative Strength Managed Volatility Strategy ETF (each, a “Fund” and together,
the “Funds).
Pursuant
to Section 15 of the 1940 Act, the Agreement must be approved by: (i) the
vote of the Board or shareholders of a Fund; and (ii) the vote of a majority of
the Independent Trustees, cast at a meeting called for the purpose of voting on
such approval. As discussed in greater detail below, in preparation for the
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 December Meeting a representative from the Adviser provided
the Board with an overview of its advisory business, including its investment
personnel, financial resources, experience, investment processes, and compliance
program. The