Roundhill TRAX 485A

485APOS 1 roundhilltrax485a.htm PRELIMINARY REGISTRATION STATEMENT Roundhill TRAX 485A

Filed with the U.S. Securities and Exchange Commission on August 26, 2022

Securities Act Registration No. 333-215588

Investment Company Act Reg. No. 811-23226

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933			[X]
Pre-Effective Amendment No.			[ ]
Post-Effective Amendment No. 210			[X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940			[X]
Amendment No. 212			[X]

(Check appropriate box or boxes.)

LISTED FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street, Milwaukee, Wisconsin 53202

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, including Area Code): (414) 765-6511

Kent P. Barnes, Secretary

Listed Funds Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 10th Floor

Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copy to:

Laura E. Flores

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

As soon as practical after the effective date of this Registration Statement

(Approximate Date of Proposed Public Offering)

It is proposed that this filing will become effective


[ ]			immediately upon filing pursuant to paragraph (b)
[ ]			on pursuant to paragraph (b)
[ ]			60 days after filing pursuant to paragraph (a)(1)
[ ]			on ______________ pursuant to paragraph (a)(1)
[X]			75 days after filing pursuant to paragraph (a)(2)
[ ]			on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box

[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SUBJECT TO COMPLETION

Dated August 26, 2022

THE INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER OR SALE IS NOT PERMITTED.


PROSPECTUS

Roundhill TRAX Adani Green Shares ([ ])

Roundhill TRAX Adidas Shares ([ ])

Roundhill TRAX BYD Shares ([ ])

Roundhill TRAX Hyundai Shares ([ ])

Roundhill TRAX Kakao Shares ([ ])

Roundhill TRAX Kia Shares ([ ])

Roundhill TRAX Kweichow Moutai Shares ([ ])

Roundhill TRAX LVMH Shares ([ ])

Roundhill TRAX Meituan Shares ([ ])

Roundhill TRAX Mercedes-Benz Shares ([ ])

Roundhill TRAX Naver Shares ([ ])

Roundhill TRAX Nestle Shares ([ ])

Roundhill TRAX Nintendo Shares ([ ])

Roundhill TRAX Reliance Shares ([ ])

Roundhill TRAX Roche Shares ([ ])

Roundhill TRAX SoftBank Shares ([ ])

Roundhill TRAX Tata Consultancy Shares ([ ])

Roundhill TRAX Tencent Shares ([ ])

Principal U.S. Listing Exchange: [ ]

[ ,20__]

The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


ROUNDHILL TRAX ADANI GREEN SHARES - FUND SUMMARY			3
ROUNDHILL TRAX ADIDAS SHARES - FUND SUMMARY			10
ROUNDHILL TRAX BYD SHARES - FUND SUMMARY			17
ROUNDHILL TRAX HYUNDAI SHARES - FUND SUMMARY			25
ROUNDHILL TRAX KAKAO SHARES - FUND SUMMARY			32
ROUNDHILL TRAX KIA SHARES - FUND SUMMARY			39
ROUNDHILL TRAX KWEICHOW MOUTAI SHARES - FUND SUMMARY			46
ROUNDHILL TRAX LVMH SHARES - FUND SUMMARY			53
ROUNDHILL TRAX MEITUAN SHARES - FUND SUMMARY			60
ROUNDHILL TRAX MERCEDES-BENZ SHARES - FUND SUMMARY			67
ROUNDHILL TRAX NAVER SHARES - FUND SUMMARY			74
ROUNDHILL TRAX NESTLE SHARES - FUND SUMMARY			81
ROUNDHILL TRAX NINTENDO SHARES - FUND SUMMARY			88
ROUNDHILL TRAX RELIANCE SHARES - FUND SUMMARY			95
ROUNDHILL TRAX ROCHE SHARES - FUND SUMMARY			102
ROUNDHILL TRAX SOFTBANK SHARES - FUND SUMMARY			109
ROUNDHILL TRAX TATA CONSULTANCY SHARES - FUND SUMMARY			116
ROUNDHILL TRAX TENCENT SHARES - FUND SUMMARY			124
ADDITIONAL INFORMATION ABOUT THE FUNDS			132
INVESTMENT OBJECTIVES			132
PRINCIPAL INVESTMENT STRATEGIES			132
PRINCIPAL INVESTMENT RISKS			132
PORTFOLIO HOLDINGS INFORMATION			148
MANAGEMENT			148
INVESTMENT ADVISER			148
SUB-ADVISER			149
PORTFOLIO MANAGERS			149
OTHER SERVICE PROVIDERS			149
HOW TO BUY AND SELL SHARES			150
BOOK ENTRY			150
FREQUENT PURCHASES AND REDEMPTIONS OF SHARES			150
DETERMINATION OF NET ASSET VALUE			150
FAIR VALUE PRICING			151
INVESTMENTS BY REGISTERED INVESTMENT COMPANIES			151
DIVIDENDS, DISTRIBUTIONS, AND TAXES			151
DIVIDENDS AND DISTRIBUTIONS			151
TAXES			151
TAXES ON DISTRIBUTIONS			151
TAXES WHEN SHARES ARE SOLD ON THE EXCHANGE			152
TAXES ON PURCHASES AND REDEMPTIONS OF CREATION UNITS			152
NET INVESTMENT INCOME TAX			153
DISTRIBUTION PLAN			153
PREMIUM/DISCOUNT INFORMATION			153
ADDITIONAL NOTICES			153
FINANCIAL HIGHLIGHTS			153
Additional Information			154


ROUNDHILL TRAX ADANI GREEN SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Adani Green Shares (“Adani Green ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Adani Green Energy Limited (“Adani Green”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

*“Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in the Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Adani Green. To seek exposure to Adani Green, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Adani Green. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Adani Green). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Adani Green equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Adani Green. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Adani Green is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Adani Green is assigned). As of [ ], 2022, Adani Green is assigned to the Independent Power and Renewable Electricity Producers Industry, a separate industry within the Utilities Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Adani Green’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Adani Green to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Adani Green generates and supplies renewable energy to central and state government entities, and government backed corporations in India. The company builds, owns, and operates power plants through renewable sources, such as solar, wind, and hybrid. As of March 31, 2022, it operated solar power plants with an operational capacity of 4,763 megawatts (MW); and wind power plants with an operational capacity of 647 MW. The company was incorporated in 2015 and is based in Ahmedabad, India. Adani Green’s shares are listed on the National Stock Exchange of India. Information regarding Adani Green may be obtained from other sources including, but not limited to, Adani Green’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Adani Green from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Adani Green’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Adani Green is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Adani Green have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Adani Green could affect the value of the Fund’s investments with respect to Adani Green and therefore the value of the Fund.

Principal Investment Risks

The principal risks of investing in the Fund are summarized below. The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”), trading price, yield, total return and/or ability to meet its investment objective. The following risks could affect the value of your investment in the Fund:

•Adani Green Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Utilities Sector, described in “Sector Risk” below, and operating companies in general, Adani Green faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; supply and demand for renewable and sustainable energy products and services; operating costs, disruption in energy services; energy conservation efforts; increased competition and technological advances within the renewable and sustainable energy industry; the regulatory environment, taxation policies, and the economies of the key energy consuming countries; foreign policy tensions with foreign nations, including embargoes, tariffs, sanctions and other similar developments; natural disasters; world events and economic conditions; and legal and regulatory compliance risks.

•Capital Controls and Sanctions Risk. Economic conditions, such as volatile currency exchange rates and interest rates, political events, military action and other conditions may, without prior warning, lead to foreign government intervention (including intervention by the U.S. government with respect to foreign governments, economic sectors, foreign companies and related securities and interests) and the imposition of capital controls and/or sanctions, which also may include retaliatory actions of one government against another government, such as seizure of assets. Capital controls and/or sanctions include the prohibition of, or restrictions on, the ability to own or transfer currency, securities or other assets, which may potentially include derivative instruments related thereto. Capital controls and/or sanctions also may impact the ability of the Fund to buy, sell, transfer, receive, deliver or otherwise obtain exposure to, foreign securities or currency, negatively impact the value and/or liquidity of such instruments, adversely affect the trading market and price for shares of the Fund, and cause the Fund to decline in value.

•Cash Transaction Risk. The Fund expects to effect all of its creations and redemptions for cash, rather than in-kind securities. The Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to recognize a capital gain that it might not have recognized if it had made a redemption in kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. The use of cash creations and redemptions also may cause the Fund’s Shares to trade in the market at wider bid-ask spreads or greater premiums or discounts to the Fund’s NAV. Further, effecting purchases and redemptions primarily in cash may cause the Fund to incur additional costs, such as portfolio transaction costs. These costs can decrease the Fund’s NAV.

•Concentration Risk. The Fund expects to have concentrated (i.e., invest more than 25% of its net assets) investment exposure to a single issuer, the core business of which may be assigned to a single industry. Further, the Fund expects to obtain such investment exposure by transacting primarily with a limited number of financial intermediaries conducting business in the same industry or group of related industries. As a result, the Fund is more vulnerable to adverse market, economic, regulatory, political or other developments affecting those industries or groups of related industries than a fund that invests its assets in a more diversified manner. As of [ ], 2022, the Fund’s investments are concentrated in the Independent Power and Renewable Electricity Producers Industry.

◦Independent Power and Renewable Electricity Producers Industry. The Independent Power and Renewable Electricity Producers Industry includes companies that operate as independent power producers, gas and power marketing and trading specialists and/or integrated energy merchants. It also includes companies that engage in the generation and distribution of electricity using renewable sources, including, but not limited to, companies that produce electricity using biomass, geothermal energy, solar energy, hydropower, and wind power. Companies in the Independent Power and Renewable Electricity Producers Industry may be highly dependent upon government subsidies, contracts with government entities, and the successful development of new and proprietary technologies. In addition, the prices of securities in the Independent Power and Renewable Electricity Producers Industry may fluctuate widely and be affected by factors such as supply and demand, consumer incentives, operating costs, government regulation, weather conditions, natural disasters and other environmental factors, and liabilities for environmental damage and general civil liabilities. Legislative or regulatory changes and the effects of energy conservation also may affect companies in the Independent Power and Renewable Electricity Producers Industry. The Independent Power and Renewable Electricity Producers Industry is a separate industry within the Utilities Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Adani Green and therefore achieve its investment objective. The Fund’s exposure to Adani Green may be affected by market movement in the price of Adani Green’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Adani Green at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Adani Green. Additionally, securities issued by Adani Green are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Adani Green. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Adani Green without purchasing Adani Green’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. To the extent the Fund’s counterparties are concentrated in the financial services sector, the Fund bears the risk that those counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions, increased competition, and/or wide scale credit losses resulting from financial difficulties or borrowers affecting that economic sector. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.

•Currency Risk. Direct and indirect exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. dollar. Currency exchange rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, the imposition of currency controls, or other political (including geopolitical), economic and social developments in the U.S. or abroad. To the extent the Fund has direct exposure to foreign currencies, it also may incur transaction costs in connection with conversions between those currencies.

•Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets or proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or other service providers (including custodians and financial intermediaries) to suffer data breaches or data corruption. Additionally, cybersecurity failures or breaches of the electronic systems of the Fund, the Adviser, the Sub-Adviser or the Fund’s other service providers, market makers, Authorized Participants (“APs”), the Fund’s primary listing exchange, or the issuers of securities in which the Fund invests have the ability to disrupt and negatively affect the Fund’s business operations, including the ability to purchase and sell Fund Shares, potentially resulting in financial losses to the Fund and its shareholders.

•Depositary Receipt Risk. The Fund may hold the securities of non-U.S. companies in the form of depositary receipts. The underlying securities of the depositary receipts in the Fund’s portfolio are subject to fluctuations in foreign currency exchange rates that may affect the value of the Fund’s portfolio. In addition, the value of the securities underlying the depositary receipts may change materially when the U.S. markets are not open for trading. Investments in the underlying foreign securities also involve political and economic risks distinct from those associated with investing in the securities of U.S. issuers.

•Derivatives Risk. The Fund expects to use swap agreements to achieve its investment objective. The Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying asset; the loss of principal, including the potential loss of amounts greater than the initial amount invested in the derivative instrument; and illiquidity of the derivative investments. The Fund expects to enter into total return swap agreements, which generally do not give rise to economic leverage. The Fund may, however, invest in other derivatives that do give rise to economic leverage. Leverage magnifies the potential for gain and may result in greater losses, which in some cases may cause the Fund to liquidate other portfolio investments at inopportune times (e.g., at a loss to comply with limits on leverage and asset segregation requirements imposed by the 1940 Act or when the Adviser otherwise would have preferred to hold the investment) or to meet redemption requests. Certain of the Fund’s transactions in derivatives also could affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

◦Swap Agreements. Swap agreements are entered into primarily with major financial intermediaries for a specified period which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a reference asset. Swap agreements are generally traded over-the-counter, and therefore, may not receive regulatory protection, which may expose investors, including the Fund, to significant losses.

The Fund will be subject to regulatory constraints relating to the level of value at risk that the Fund may incur through its derivatives investments. To the extent the Fund exceeds these regulatory constraints regularly or over an extended period, the Fund may determine it is necessary to make adjustments to the Fund’s investment strategies to reduce its use of derivatives. Any such adjustments may adversely affect the Fund’s ability to achieve its investment objective and its performance.

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Adani Green, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Adani Green also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

•Emerging Markets Risk. India is considered an emerging market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile because they are countries or markets with low- to middle-income economies as classified by the World Bank, and other countries or markets with similar characteristics as determined by the Adviser.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

◦Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

◦Costs of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

◦Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

◦Trading Risk. Although Shares are listed for trading on the Exchange and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.

•Foreign Issuer Exposure Risk. The Fund may invest in securities of foreign companies directly or in financial instruments that are indirectly linked to the performance of foreign issuers, such as swaps and depositary receipts. The Fund’s exposure to foreign issuers and investments in foreign securities, if any, are subject to additional risks in comparison to U.S. securities and U.S. issuers, including currency fluctuations, adverse political (including geopolitical) and economic developments, unreliable or untimely information, less liquidity, limited legal recourse and higher transactional costs.

•Geographic Concentration in India Risk. Investment in and/or exposure to securities of Indian issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in India could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. The Indian economy may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy. With the exception of the economic downturn in 2020, over the last several years, the Indian economy has experienced generally sustained growth. There are no guarantees this will continue. While the Indian government has implemented economic structural reforms with the objective of liberalizing India’s exchange and trade policies, reducing the fiscal deficit, controlling inflation, promoting a sound monetary policy, reforming the financials sector, and placing greater reliance on market mechanisms to direct economic activity, there can be no assurance that these policies will continue or that the economic recovery will be sustained. Religious and border disputes persist in India. In addition, India has experienced civil unrest and hostilities with neighboring countries such as Pakistan. The Indian government has confronted separatist movements in several Indian states. Each of the factors described above could have a negative impact on the Fund’s performance and increase the volatility of the Fund.

•Hedging Risk. Depending on the composition of the Fund’s investments, the Fund may determine to use derivatives to offset its exposure to foreign currencies. The use of derivatives in this manner may not perform as intended. There can be no assurance that the Fund’s hedging transactions will be effective. The value of an investment in the Fund could be significantly and negatively affected if foreign currencies appreciate at the same time that the value of the Fund’s equity exposure depreciates.

•Indirect Investment Risk. Adani Green is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Adani Green has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Adani Green and make no representation as to the performance of Adani Green. Investing in the Fund is not equivalent to investing in Adani Green. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Adani Green.

•Liquidity and Valuation Risk. It may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Adviser for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Adviser believes should be the price of the investment. Valuation of portfolio investments may be difficult, such as during periods of market turmoil or reduced liquidity, and for investments that may, for example, trade infrequently or irregularly. In these and other circumstances, an investment may be valued using fair value methodologies, which are inherently subjective, reflect good faith judgments based on available information and may not accurately estimate the price at which the Fund could sell the investment at that time. These risks are heightened for fixed-income and other debt instruments because of the current low interest rate environment.

•Management Risk. The Fund is actively managed and may not meet its investment objective based on the Adviser’s and Sub-Adviser’s success or failure to implement the Fund’s strategies and to efficiently execute investment transactions, respectively. The Fund invests in derivative instruments, including, in particular, swap agreements. Such instruments may create enhanced risks for the Fund and the Adviser’s ability to control the Fund’s level of risk will depend on the Adviser’s skill in managing such instruments. In addition, the Adviser’s evaluations and assumptions regarding investments, interest rates, inflation, and other factors may not successfully achieve the Fund’s investment objective given actual market conditions.

•Market Capitalization Risk.

◦Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies also may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

•Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. These factors include events impacting the entire market or specific market segments, such as political, market and economic developments, as well as events that impact specific issuers. The Fund’s NAV and market price, like security and commodity prices generally, may fluctuate significantly in response to these and other factors. As a result, an investor could lose money over short or long periods of time. U.S. and international markets have experienced significant periods of volatility in recent years due to a number of these factors, including the impact of the COVID-19 pandemic and related public health issues, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. In addition, local, regional or global events such as war, including Russia’s invasion of Ukraine, acts of terrorism, spread of infectious diseases or other public health issues, recessions, rising inflation, or other events could have a significant negative impact on the Fund and its investments. These developments as well as other events could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Money market funds may be subject to credit risk with respect to the debt instruments in which they invest. Depository accounts may be subject to credit risk with respect to the financial institution in which the depository account is held. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments may lose money.

•New Fund Risk. The Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Adani Green – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Adani Green to have a significant impact on the Fund’s performance.

•Repurchase Agreement Risk. The Fund’s investment in repurchase agreements may be subject to market and credit risk with respect to the collateral securing the repurchase agreements. Investments in repurchase agreements also may be subject to the risk that the market value of the underlying obligations may decline prior to the expiration of the repurchase agreement term.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in Utilities Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Utilities Sector.

◦Utilities Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Utilities Sector. The Utilities Sector includes utility companies such as electric, gas and water utilities. It also includes independent power producers and energy traders and companies that engage in generation and distribution of electricity using renewable sources. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Utilities Sector. The prices of the securities of companies operating in the Utilities Sector are closely tied to government regulation and market competition and may be affected by supply and demand, consumer incentives, operating costs, government regulation, environmental factors, liabilities for environmental damage and general civil liabilities, and rate caps or rate changes, among other factors.

•Single Security Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Adani Green or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

•U.S. Government Securities Risk. U.S. government securities may or may not be backed by the full faith and credit of the U.S. government. U.S. government securities are subject to the risks associated with fixed-income and debt securities, particularly interest rate risk and credit risk.

Performance

The Fund is new and therefore does not have a performance history for a full calendar year. In the future, performance information for the Fund will be presented in this section. Updated performance information is available on the Fund’s website at www.roundhillinvestments.com.

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities and/or a designated amount of U.S. cash.

Shares are listed on the Exchange, and individual Shares may only be bought and sold in the secondary market through a broker or dealer at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).

An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary market. The difference in the bid and ask prices is referred to as the “bid-ask spread.”

Recent information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s website at www.roundhillinvestments.com.

Tax Information

The Fund’s distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

Financial Intermediary Compensation

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.


ROUNDHILL TRAX ADIDAS SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Adidas Shares (“Adidas ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of adidas AG (“Adidas”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Adidas. To seek exposure to Adidas, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Adidas. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Adidas). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Adidas equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Adidas. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Adidas is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Adidas is assigned). As of [ ], 2022, Adidas is assigned to the Textiles, Apparel & Luxury Goods Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Adidas’ securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Adidas to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Adidas, together with its subsidiaries, designs, develops, distributes, and markets athletic and sports lifestyle products worldwide. It offers footwear, apparel, and accessories and gear, such as bags and balls under the Adidas brand. The company sells its products through approximately 2,200 own-retail mono-branded franchise stores and shop-in-shops, wholesale retailers and e-commerce channels. The company was formerly known as adidas-Salomon AG and changed its name to adidas AG in June 2006. Adidas was founded in 1920 and is headquartered in Herzogenaurach, Germany. Adidas’ shares are listed on the XETRA Trading Platform. Information regarding Adidas may be obtained from other sources including, but not limited to, Adidas’ website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Adidas from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Adidas’ publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Adidas is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Adidas have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Adidas could affect the value of the Fund’s investments with respect to Adidas and therefore the value of the Fund.

Principal Investment Risks

•Adidas Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, Adidas faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, consumer confidence, attitudes and spending and the availability of disposable income; changes in demographics and consumer tastes and preferences; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

◦Textiles, Apparel & Luxury Goods Industry. The Textiles, Apparel & Luxury Goods Industry includes manufacturers of apparel, accessories & luxury goods, including companies primarily producing designer handbags, wallets, luggage, jewelry and watches, manufacturers of footwear, and manufacturers of other textile and related products. The Textiles, Apparel & Luxury Goods Industry is highly competitive and relies heavily on consumer spending for success. The prices of securities of companies in the Textiles, Apparel & Luxury Goods Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences and consumer demographics. In addition, companies may be thinly capitalized and dependent upon a relatively few number of business days to achieve their overall results. Legislative or regulatory changes also may affect companies in the Textiles, Apparel & Luxury Goods Industry. The Textiles, Apparel & Luxury Goods Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Adidas and therefore achieve its investment objective. The Fund’s exposure to Adidas may be affected by market movement in the price of Adidas’ outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Adidas at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Adidas. Additionally, securities issued by Adidas are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Adidas. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Adidas without purchasing Adidas’ securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Adidas, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Adidas also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

•Geographic Concentration in Germany Risk. Investment in and/or exposure to securities of German issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in Germany could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Germany is a member of the European Economic and Monetary Union (“EMU”) and the eurozone. Members of the EMU must comply with restrictions on inflation rates, deficits, debt levels, and fiscal and monetary controls. The implementation of any such restrictions or controls, the default of a European Union (“EU”) member country on its sovereign debt, significant fluctuations in the euro’s exchange rate, or a change in EU or governmental trade regulations could each have a significant impact on the German economy as well as the economies of some or all European countries. In addition, the economy of Germany may be significantly affected by changes in the economies of the EMU members or other European countries. Challenges related to the rebuilding of infrastructure and unemployment in the former area of East Germany also may impact Germany’s economy. In addition, the extent and duration of Russia’s military invasion of Ukraine, initiated in February 2022, and the broad-ranging economic sanctions levied against Russia by the United States, the European Union, the United Kingdom, and other countries, are impossible to predict, but these events could have a significant adverse impact on Germany’s economy and may adversely affect the Fund’s performance even in the absence of direct exposure to Russian securities. These and other factors could have a negative impact on the Fund’s performance.

•Indirect Investment Risk. Adidas is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Adidas has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Adidas and make no representation as to the performance of Adidas. Investing in the Fund is not equivalent to investing in Adidas. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Adidas.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Adidas – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Adidas to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

◦Consumer Discretionary Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Consumer Discretionary Sector. The manufacturing segment of the Consumer Discretionary Sector includes automotive, household durable goods, leisure equipment and textiles and apparel. The services segment includes hotels, restaurants and other leisure facilities, media production and services, and consumer retailing and services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Discretionary Sector. The performance of companies operating in the Consumer Discretionary Sector has historically been closely tied to the performance of the overall economy, and also is affected by economic growth, consumer confidence, attitudes and spending. Changes in demographics and consumer tastes also can affect the demand for, and success of, consumer products and services in the marketplace. Moreover, the Consumer Discretionary Sector encompasses those businesses that tend to be the most sensitive to economic cycles.

trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Adidas or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX BYD SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX BYD Shares (“BYD ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of BYD Company Limited (“BYD”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of BYD. To seek exposure to BYD, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in BYD. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing BYD). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to BYD equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of BYD. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which BYD is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which BYD is assigned). As of [ ], 2022, BYD is assigned to the Automobiles Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of BYD’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to BYD to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

BYD, together with its subsidiaries, engages in the research, development, manufacture, and sale of automobiles and related products in the People’s Republic of China and internationally. It operates through three segments: Rechargeable Batteries and Photovoltaic Products; Mobile Handset Components, Assembly Service and Other Products; and Automobiles and Related Products and Other Products. The company offers internal combustion, hybrid, and battery-electric passenger vehicles; buses, coaches, and taxis; logistics, construction, and sanitation vehicles; and vehicles for warehousing, port, airport, and mining operations. It also manufactures and sells lithium-ion and nickel batteries, photovoltaic products, and iron batteries primarily for mobile phones, electric tools, and other portable electronic instruments; mobile handset components, such as housings and electronic components; medical protection products; and automobiles, and auto-related molds and components, as well as provides assembly, and automobiles leasing and after sales services. In addition, it offers rail transit equipment; solar batteries and arrays; and urban rail transportation services. BYD was founded in 1995 and is headquartered in Shenzhen, China. BYD’s shares are listed on The Stock Exchange of Hong Kong Ltd. Information regarding BYD may be obtained from other sources including, but not limited to, BYD’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding BYD from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of BYD’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding BYD is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by BYD have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning BYD could affect the value of the Fund’s investments with respect to BYD and therefore the value of the Fund.

Principal Investment Risks

•BYD Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, BYD faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; developments in automotive technologies; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; potential design and manufacturing defects in its products and services and related product liability claims; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

industry or group of related industries. As a result, the Fund is more vulnerable to adverse market, economic, regulatory, political or other developments affecting those industries or groups of related industries than a fund that invests its assets in a more diversified manner. As of [ ], 2022, the Fund’s investments are concentrated in the Automobiles Industry.

◦Automobiles Industry. The Automobiles Industry is composed of two sub-industries: (i) the Automobile Manufacturers Sub-Industry, which includes companies that produce mainly passenger automobiles and light trucks; and (ii) the Motorcycle Manufacturers Sub-Industry, which includes companies that produce motorcycles, scooters or three-wheelers. The Automobiles Industry can be highly cyclical and companies in the Industry may suffer periodic operating losses. The Automobiles Industry also can be significantly affected by labor relations and fluctuating component prices. While most of the major manufacturers are large, financially strong companies, many others are small and can be non-diversified in both product line and customer base. Additionally, developments in automotive technologies (e.g., autonomous vehicle technologies) may require significant capital expenditures that may not generate profits for several years, if any. Companies in the Automobiles Industry may be significantly subject to government policies and regulations regarding imports and exports of automotive products. Governmental policies affecting the Automotive Industry, such as taxes, tariffs, duties, subsidies, and import and export restrictions on automotive products can influence industry profitability. In addition, such companies must comply with environmental laws and regulations, for which there may be severe consequences for non-compliance. Legislative or regulatory changes and increased government supervision also may affect companies in the Automobiles Industry. The Automobiles Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to BYD and therefore achieve its investment objective. The Fund’s exposure to BYD may be affected by market movement in the price of BYD’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to BYD at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with BYD. Additionally, securities issued by BYD are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of BYD. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to BYD without purchasing BYD’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

negatively affect the Fund’s business operations, including the ability to purchase and sell Fund Shares, potentially resulting in financial losses to the Fund and its shareholders.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of BYD, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of BYD also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

•Emerging Markets Risk. China is considered an emerging market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile because they are countries or markets with low- to middle-income economies as classified by the World Bank, and other countries or markets with similar characteristics as determined by the Adviser.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

•Geographic Concentration in China Risk. Investment in and/or exposure to securities of Chinese issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in China could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Although the Chinese economy has grown rapidly during recent years and the Chinese government has implemented significant economic reforms to liberalize trade policy, promote foreign investment, and reduce government control of the economy, there can be no guarantee that economic growth or these reforms will continue. The Chinese economy also may experience slower growth if global or domestic demand for Chinese goods decreases significantly and/or key trading partners apply trade tariffs or implement other protectionist measures. The Chinese economy is susceptible to rising rates of inflation, economic recession, market inefficiency, volatility, and pricing anomalies that may be connected to governmental influence, a lack of publicly available information and/or political and social instability. The government of China maintains strict currency controls in order to achieve economic, trade and political objectives and regularly intervenes in the currency market. The Chinese government also plays a major role in the country’s economic policies regarding foreign investments. Foreign investors are subject to the risk of loss from expropriation or nationalization of their investment assets and property, governmental restrictions on foreign investments and the repatriation of capital invested. The Chinese government also may intervene or seek to control the operations, structure, or ownership of Chinese companies, including with respect to foreign investors of such companies. The regulatory requirements applicable to Chinese companies, including accounting standards and auditor oversight, generally are not comparable to those applicable to U.S. companies or companies organized and operating in more developed countries. As a result, information about the Chinese companies may be less reliable or incomplete. The lack of available information may be a significant obstacle to pursuing investigations into or litigation against Chinese companies, and as a shareholder, the Fund may have limited legal remedies. The Chinese securities markets are subject to frequent trading halts and low trading volume, resulting in substantially less liquidity and greater price volatility. These and other factors could have a negative impact on the Fund’s performance and increase the volatility of an investment in the Fund.

•Indirect Investment Risk. BYD is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. BYD has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of BYD and make no representation as to the performance of BYD. Investing in the Fund is not equivalent to investing in BYD. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to BYD.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – BYD – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of BYD to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

◦Consumer Discretionary Sector Risk. The manufacturing segment of the Consumer Discretionary Sector includes automotive, household durable goods, leisure equipment and textiles and apparel. The services segment includes hotels, restaurants and other leisure facilities, media production and services, and consumer retailing and services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Discretionary Sector. The performance of companies operating in the Consumer Discretionary Sector has historically been closely tied to the performance of the overall economy, and also is affected by economic growth, consumer confidence, attitudes and spending. Changes in demographics and consumer tastes also can affect the demand for, and success of, consumer products and services in the marketplace. Moreover, the Consumer Discretionary Sector encompasses those businesses that tend to be the most sensitive to economic cycles.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of BYD or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX HYUNDAI SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Hyundai Shares (“Hyundai ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Hyundai Motor Company (“Hyundai”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Hyundai. To seek exposure to Hyundai, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Hyundai. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Hyundai). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Hyundai equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Hyundai. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Hyundai is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Hyundai is assigned). As of [ ], 2022, Hyundai is assigned to the Automobiles Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Hyundai’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Hyundai to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Hyundai, together with its subsidiaries, manufactures and distributes motor vehicles, including cars, trucks, buses, vans and commercial vehicles, and parts, such as engines worldwide. In addition, the company provides vehicle financing, credit card processing, and other financing activities; train manufacturing services and other activities; and marketing, engineering, mobility, and insurance services. Hyundai also operates a football club. Further, it is involved in real estate development; research and development; and investment activities. Hyundai was incorporated in 1967 and is headquartered in Seoul, South Korea. Hyundai’s shares are listed on the Korea Stock Exchange. Information regarding Hyundai may be obtained from other sources including, but not limited to, Hyundai’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Hyundai from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Hyundai’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Hyundai is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Hyundai have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Hyundai could affect the value of the Fund’s investments with respect to Hyundai and therefore the value of the Fund.

Principal Investment Risks

in the Automobiles Industry may be significantly subject to government policies and regulations regarding imports and exports of automotive products. Governmental policies affecting the Automotive Industry, such as taxes, tariffs, duties, subsidies, and import and export restrictions on automotive products can influence industry profitability. In addition, such companies must comply with environmental laws and regulations, for which there may be severe consequences for non-compliance. Legislative or regulatory changes and increased government supervision also may affect companies in the Automobiles Industry. The Automobiles Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Hyundai and therefore achieve its investment objective. The Fund’s exposure to Hyundai may be affected by market movement in the price of Hyundai’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Hyundai at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Hyundai. Additionally, securities issued by Hyundai are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Hyundai. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Hyundai without purchasing Hyundai’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

magnifies the potential for gain and may result in greater losses, which in some cases may cause the Fund to liquidate other portfolio investments at inopportune times (e.g., at a loss to comply with limits on leverage and asset segregation requirements imposed by the 1940 Act or when the Adviser otherwise would have preferred to hold the investment) or to meet redemption requests. Certain of the Fund’s transactions in derivatives also could affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Hyundai, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Hyundai also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

•Emerging Markets Risk. South Korea is considered an emerging market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile because they are countries or markets with low- to middle-income economies as classified by the World Bank, and other countries or markets with similar characteristics as determined by the Adviser.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

•Geographic Concentration in South Korea Risk. Investment in and/or exposure to securities of South Korean issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. South Korea’s main industries include electronics, automobile production, chemicals, shipbuilding, steel, textiles, clothing, footwear and food processing, and its economy is heavily dependent on trading with key partners. Any increases or decreases in the volume of this trading, changes in taxes or tariffs, or variance in political relationships between nations may impact the South Korean economy overall in a way that would be adverse to the Fund’s investments. Specifically, economic or political developments with respect to South Korea’s neighboring nations may influence the performance of any investments made within South Korea. Substantial political tensions exist between North Korea and South Korea. Escalated tensions between the two nations and the outbreak of hostilities between the two nations or even the threat of such hostilities could have a severe adverse effect on the South Korean economy. In addition, South Korea’s economic growth potential has recently been declining due to a rapidly aging population and structural problems, among other factors. South Korea is also subject to legal, regulatory and political factors.

•Hyundai Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, Hyundai faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; developments in automotive technologies; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; potential design and manufacturing defects in its products and services and related product liability claims; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Indirect Investment Risk. Hyundai is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Hyundai has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Hyundai and make no representation as to the performance of Hyundai. Investing in the Fund is not equivalent to investing in Hyundai. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Hyundai.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Hyundai – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Hyundai to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Hyundai or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX KAKAO SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Kakao Shares (“Kakao ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Kakao Corporation (“Kakao”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Kakao. To seek exposure to Kakao, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Kakao. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Kakao). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Kakao equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Kakao. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Kakao is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Kakao is assigned). As of [ ], 2022, Kakao is assigned to the Interactive Media & Services Industry, a separate industry within the Communication Services Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Kakao’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Kakao to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Kakao operates mobile and other online platforms in South Korea. The company’s platform operations include its talk business, portal business, and other business, which provide users with the ability to communicate, search content, shop, and make payments online, as well as use services, such as mobile transportation applications. The company offers its services under the brands of Kakao, Daum, and Melon. The company was formerly known as Daum Kakao Corp. and changed its name to Kakao Corp. in October 2015. Kakao was founded in 1995 and is headquartered in Jeju, South Korea. Kakao’s shares are listed on the Korea Stock Exchange. Information regarding Kakao may be obtained from other sources including, but not limited to, Kakao’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Kakao from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Kakao’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Kakao is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Kakao have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Kakao could affect the value of the Fund’s investments with respect to Kakao and therefore the value of the Fund.

Principal Investment Risks

◦Interactive Media & Services Industry. The Interactive Media & Services Industry includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are derived primarily through pay-per-click advertisements, including search engines, social media and networking platforms, online classifieds, and online review companies. The prices of the securities of companies in the Interactive Media & Services Industry are closely tied to the performance of the overall economy and may be affected by changes in general economic growth, consumer confidence and consumer spending. Changes in demographics and consumer tastes also may affect the success of companies in the Interactive Media & Services Industry. In addition, legislative or regulatory changes and increased government supervision may affect companies in the Interactive Media & Services Industry. The Interactive Media & Services Industry is a separate industry within the Communication Services Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Kakao and therefore achieve its investment objective. The Fund’s exposure to Kakao may be affected by market movement in the price of Kakao’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Kakao at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Kakao. Additionally, securities issued by Kakao are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Kakao. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Kakao without purchasing Kakao’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Kakao, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Kakao also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. Kakao is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Kakao has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Kakao and make no representation as to the performance of Kakao. Investing in the Fund is not equivalent to investing in Kakao. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Kakao.

•Kakao Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Communication Services Sector described in “Sector Risk” below, and operating companies in general, Kakao faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; the ability to attract, hire and retain highly skilled employees, including key personnel; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Market Capitalization Risk.

fluctuate significantly in response to these and other factors. As a result, an investor could lose money over short or long periods of time. U.S. and international markets have experienced significant periods of volatility in recent years due to a number of these factors, including the impact of the COVID-19 pandemic and related public health issues, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. In addition, local, regional or global events such as war, including Russia’s invasion of Ukraine, acts of terrorism, spread of infectious diseases or other public health issues, recessions, rising inflation, or other events could have a significant negative impact on the Fund and its investments. These developments as well as other events could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Kakao – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Kakao to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Communication Services Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Communication Services Sector.

◦Communication Services Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Communication Services Sector. The Communication Services Sector includes companies that facilitate communication and offer related content and information through various mediums. It includes telecom and media & entertainment companies including producers of interactive gaming products and companies engaged in content and information creation or distribution through proprietary platforms. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Communication Services Sector. The performance of companies operating in the Communication Services Sector has historically been closely tied to the performance of the overall economy, and also is affected by economic growth, consumer confidence, attitudes and spending. Increased sensitivity to short product cycles and aggressive pricing, challenges in bringing products to market and changes in demographics and consumer tastes also can affect the demand for, and success of, communication services products and services in the marketplace.

require the Fund to buy and sell the shares of Kakao or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX KIA SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Kia Shares (“Kia ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Kia Corporation (“Kia”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Kia. To seek exposure to Kia, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Kia. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Kia). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Kia equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Kia. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Kia is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Kia is assigned). As of [ ], 2022, Kia is assigned to the Automobiles Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Kia’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Kia to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Kia , together with its subsidiaries, manufactures, sells and exports vehicles, including passenger cars, mini-buses, trucks and commercial vehicles, in South Korea, North America, and Europe. Kia also manufactures auto parts and tools using hybrid electric and fuel cell technology. The company was formerly known as Kia Motors Corporation and changed its name to Kia Corporation in January 2021. Kia was founded in 1944 and is based in Seoul, South Korea. Kia’s shares are listed on the Korea Stock Exchange. Information regarding Kia may be obtained from other sources including, but not limited to, Kia’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Kia from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Kia’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Kia is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Kia have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Kia could affect the value of the Fund’s investments with respect to Kia and therefore the value of the Fund.

Principal Investment Risks

companies must comply with environmental laws and regulations, for which there may be severe consequences for non-compliance. Legislative or regulatory changes and increased government supervision also may affect companies in the Automobiles Industry. The Automobiles Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Kia and therefore achieve its investment objective. The Fund’s exposure to Kia may be affected by market movement in the price of Kia’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Kia at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Kia. Additionally, securities issued by Kia are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Kia. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Kia without purchasing Kia’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

requests. Certain of the Fund’s transactions in derivatives also could affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Kia, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Kia also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. Kia is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Kia has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Kia and make no representation as to the performance of Kia. Investing in the Fund is not equivalent to investing in Kia. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Kia.

•Kia Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, Kia faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; developments in automotive technologies; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; potential design and manufacturing defects in its products and services and related product liability claims; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Kia – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Kia to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Kia or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX KWEICHOW MOUTAI SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Kweichow Moutai Shares (“Kweichow Moutai ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Kweichow Moutai Co., Ltd. (“Kweichow Moutai”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Kweichow Moutai. To seek exposure to Kweichow Moutai, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Kweichow Moutai. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Kweichow Moutai). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Kweichow Moutai equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Kweichow Moutai. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Kweichow Moutai is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Kweichow Moutai is assigned). As of [ ], 2022, Kweichow Moutai is assigned to the Beverages Industry, a separate industry within the Consumer Staples Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Kweichow Moutai’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Kweichow Moutai to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Kweichow Moutai produces and sells wine, liquor and other spirit products in China and internationally. It offers aged, ordinary, and other Maotai liquor products. Kweichow Moutai was founded in 1999 and is based in Renhuai, China. Kweichow Moutai’s shares are listed on the Shanghai Stock Exchange. Information regarding Kweichow Moutai may be obtained from other sources including, but not limited to, Kweichow Moutai’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Kweichow Moutai from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Kweichow Moutai’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Kweichow Moutai is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Kweichow Moutai have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Kweichow Moutai could affect the value of the Fund’s investments with respect to Kweichow Moutai and therefore the value of the Fund.

Principal Investment Risks

◦Beverages Industry. The Beverages Industry includes producers of alcoholic (e.g., beers, malt liquors and wine) and non-alcoholic (e.g., sodas and mineral waters) beverages. The Beverages Industry is highly competitive and can be significantly affected by demographic and product trends, competitive pricing, fads, marketing campaigns, environmental factors, consumer preferences, nutritional and health concerns, federal, state and local food inspection and processing controls, consumer product liability claims, possible product tampering and the availability and expense of liability insurance. Legislative or regulatory changes and increased government supervision also may affect companies in the Beverages Industry. The Beverages Industry is a separate industry within the Consumer Staples Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Kweichow Moutai and therefore achieve its investment objective. The Fund’s exposure to Kweichow Moutai may be affected by market movement in the price of Kweichow Moutai’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Kweichow Moutai at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Kweichow Moutai. Additionally, securities issued by Kweichow Moutai are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Kweichow Moutai. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Kweichow Moutai without purchasing Kweichow Moutai’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Kweichow Moutai, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Kweichow Moutai also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. Kweichow Moutai is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Kweichow Moutai has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Kweichow Moutai and make no representation as to the performance of Kweichow Moutai. Investing in the Fund is not equivalent to investing in Kweichow Moutai. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Kweichow Moutai.

•Kweichow Moutai Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Staples Sector, described in “Sector Risk” below, and operating companies in general, Kweichow Moutai faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, attitudes and spending and the availability of disposable income; fads; changes in demographics and consumer tastes and preferences; consumer product liability claims and the cost of liability insurance; regulatory inspection and processing controls; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

instruments. In addition, the Adviser’s evaluations and assumptions regarding investments, interest rates, inflation, and other factors may not successfully achieve the Fund’s investment objective given actual market conditions.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Kweichow Moutai – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Kweichow Moutai to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Staples Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Staples Sector.

◦Consumer Staples Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Consumer Staples Sector. The Consumer Staples Sector includes manufacturers and distributors of food, beverages and tobacco and producers of non-durable household goods and personal products. It also includes food and drug retailing companies as well as hypermarkets and consumer super centers. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Staples Sector. The performance of companies operating in the Consumer Staples Sector has historically been closely tied to the performance of the overall economy, and also is affected by consumer confidence, demands and preferences, and spending. In addition, companies in the Consumer Staples Sector may be subject to risks pertaining to the supply of, demand for, and prices of raw materials.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Kweichow Moutai or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX LVMH SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX LVMH Shares (“LVMH ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of LVMH Moet Hennessy Louis Vuitton SE (“LVMH”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of LVMH. To seek exposure to LVMH, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in LVMH. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing LVMH). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to LVMH equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of LVMH. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which LVMH is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which LVMH is assigned). As of [ ], 2022, LVMH is assigned to the Textiles, Apparel & Luxury Goods Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of LVMH’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to LVMH to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

LVMH operates as a diversified luxury goods company worldwide. The company offers champagnes, wines, and spirits under the Clos des Lambrays, Château d’Yquem, Dom Pérignon, Ruinart, Moët & Chandon, Hennessy, Veuve Clicquot, Ardbeg, Château Cheval Blanc, Glenmorangie, Krug, Mercier, Chandon, Cape Mentelle, Newton Vineyard, Cloudy Bay, Belvedere, Terrazas de los Andes, Bodega Numanthia, Cheval des Andes, Woodinville, Ao Yun, Clos19, and Volcan de mi Tierra brands. It also provides fashion and leather products under the Berluti, Celine, Christian Dior, Emilio Pucci, FENDI, Givenchy, Kenzo, Loewe, Loro Piana, Louis Vuitton, Marc Jacobs, Moynat, Patou, and RIMOWA brands. In addition, the company offers perfumes and cosmetics under the Acqua di Parma, Benefit Cosmetics, Cha Ling, Fenty Beauty by Rihanna, Fresh, Givenchy Parfums, Guerlain, KVD Beauty, Kenzo Parfums, Maison Francis Kurkdjian, Make Up For Ever, Marc Jacobs Beauty, Officine Universelle Buly, Parfums Christian Dior, and Perfumes Loewe brands; watches and jewelry under the Bulgari, Chaumet, Fred, Hublot, Repossi, TAG Heuer, Tiffany & Co., and Zenith brands; and custom-designed yachts under the Feadship brand name, as well as designs and builds luxury yachts under the Royal Van Lent brand. Further, LVMH provides daily newspapers under the Les Échos brand; Belmond, a luxury tourism service; home other activities under the Belmond, Cheval Blanc, Connaissance des Arts, Cova, Investir, Jardin d’Acclimatation, La Samaritaine, Le Parisien, and Radio Classique brands; and selective retailing products under the DFS, La Grande Epicerie de Paris, Le Bon Marché Rive Gauche, Sephora, and Starboard Cruise Services brands, as well as operates Jardin d’Acclimatation, a leisure and amusement park. The company operates 5,556 stores. LVMH was incorporated in 1923 and is headquartered in Paris, France. LVMH’s shares are listed on the Euronext Paris. Information regarding LVMH may be obtained from other sources including, but not limited to, LVMH’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding LVMH from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of LVMH’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding LVMH is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by LVMH have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning LVMH could affect the value of the Fund’s investments with respect to LVMH and therefore the value of the Fund.

Principal Investment Risks

or other developments affecting those industries or groups of related industries than a fund that invests its assets in a more diversified manner. As of [ ], 2022, the Fund’s investments are concentrated in the Textiles, Apparel & Luxury Goods Industry.

◦Textiles, Apparel & Luxury Goods Industry. The Textiles, Apparel & Luxury Goods Industry includes manufacturers of apparel, accessories & luxury goods, including companies primarily producing designer handbags, wallets, luggage, jewelry and watches, manufacturers of footwear, and manufacturers of other textile and related products. The Textiles, Apparel & Luxury Goods Industry is highly competitive and relies heavily on consumer spending for success. The prices of securities of companies in the Textiles, Apparel & Luxury Goods Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences and consumer demographics. In addition, companies may be thinly capitalized and dependent upon a relatively few number of business days to achieve their overall results. Legislative or regulatory changes and increased government supervision also may affect companies in the Textiles, Apparel & Luxury Goods Industry. The Textiles, Apparel & Luxury Goods Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to LVMH and therefore achieve its investment objective. The Fund’s exposure to LVMH may be affected by market movement in the price of LVMH’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to LVMH at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with LVMH. Additionally, securities issued by LVMH are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of LVMH. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to LVMH without purchasing LVMH’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

may change materially when the U.S. markets are not open for trading. Investments in the underlying foreign securities also involve political and economic risks distinct from those associated with investing in the securities of U.S. issuers.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of LVMH, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of LVMH also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

•Geographic Concentration in France Risk. Investment in and/or exposure to securities of French issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of French companies may subject the Fund to certain risks, including legal, regulatory, political, currency, security, and economic risks specific to France. The French economy is largely dependent on the economies of certain key trading partners, including Germany and other Western European countries. Reduction in spending on French products and services, or changes in any of the economies in Western Europe, including changes as a result of the United Kingdom’s decision to leave the European Union, may cause an adverse impact on the French economy. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, also may have an adverse effect on the French economy. The French economy is dependent on agricultural exports, and as a result, is susceptible to fluctuations in demand for agricultural products. In addition, France has experienced several terrorist attacks over the past several years, creating a climate of insecurity that has been detrimental to tourism.

•Indirect Investment Risk. LVMH is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. LVMH has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of LVMH and make no representation as to the performance of LVMH. Investing in the Fund is not equivalent to investing in LVMH. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to LVMH.

•LVMH Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, LVMH faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, consumer confidence, attitudes and spending and the availability of disposable income; changes in demographics and consumer tastes and preferences; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – LVMH – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of LVMH to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of LVMH or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX MEITUAN SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Meituan Shares (“Meituan ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Meituan (“Meituan”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Meituan. To seek exposure to Meituan, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Meituan. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Meituan). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Meituan equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Meituan. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Meituan is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Meituan is assigned). As of [ ], 2022, Meituan is assigned to the Internet & Direct Marketing Retail Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Meituan’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Meituan to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Meituan operates as an e-commerce platform, focusing on a “retail + technology” strategy. The company provides various services, including food delivery services, in-store, hotel & travel services, including travel reservation services, and B2B food distribution and Meituan grocery services. The company also engages in various other business lines, such as Meituan Instashopping, community e-commerce, bike-sharing and electric mopeds, and micro-credit services. Meituan strives to advance the digital transformation of the retail of goods and services on both demand and supply sides. The company was formerly known as Meituan Dianping and changed its name to Meituan in October 2020. Meituan was founded in 2003 and is headquartered in Beijing, China. Meituan’s shares are listed on The Stock Exchange of Hong Kong Ltd. Information regarding Meituan may be obtained from other sources including, but not limited to, Meituan’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Meituan from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Meituan’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Meituan is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Meituan have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Meituan could affect the value of the Fund’s investments with respect to Meituan and therefore the value of the Fund.

Principal Investment Risks

◦Internet & Direct Marketing Retail Industry. The Internet & Direct Marketing Retail Industry includes companies that provide retail services primarily through the Internet, mail order, and TV home shopping retailers. The Internet & Direct Marketing Retail Industry relies heavily on consumer spending and the prices of securities of issuers in the Internet & Direct Marketing Retail Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences, and consumer demographics. Legislative or regulatory changes and increased government supervision also may affect companies in the Internet & Direct Marketing Retail Industry. The Internet & Direct Marketing Retail Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Meituan and therefore achieve its investment objective. The Fund’s exposure to Meituan may be affected by market movement in the price of Meituan’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Meituan at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Meituan. Additionally, securities issued by Meituan are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Meituan. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Meituan without purchasing Meituan’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Meituan, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Meituan also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. Meituan is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Meituan has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Meituan and make no representation as to the performance of Meituan. Investing in the Fund is not equivalent to investing in Meituan. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Meituan.

•Market Capitalization Risk.

•Meituan Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector described in “Sector Risk” below, and operating companies in general, Meituan faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, consumer confidence, attitudes and spending and the availability of disposable income; changes in demographics and consumer tastes and preferences; the ability to attract, hire and retain highly skilled employees, including key personnel; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Meituan – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Meituan to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Meituan or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX MERCEDES-BENZ SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Mercedes-Benz Shares (“Mercedes-Benz ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Mercedes-Benz Group AG (“Mercedes-Benz”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Mercedes-Benz. To seek exposure to Mercedes-Benz, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Mercedes-Benz. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Mercedes-Benz). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Mercedes-Benz equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Mercedes-Benz. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Mercedes-Benz is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Mercedes-Benz is assigned). As of [ ], 2022, Mercedes-Benz is assigned to the Automobiles Industry, a separate industry within the Consumer Discretionary Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Mercedes-Benz’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Mercedes-Benz to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Mercedes-Benz operates as an automotive company in Germany and internationally. The company develops, manufactures, and sells passenger cars comprising premium and luxury vehicles of the Mercedes-Benz brand, including the Mercedes-AMG, G-Class, Mercedes-Maybach, and Mercedes-EQ brands, as well as small cars under the smart brand; ecosystem of Mercedes-Benz under the Mercedes me brand; and vans under the Mercedes-Benz and Freightliner brands, as well as related spare parts and accessories. It also provides financing and leasing packages for end-customers and dealers; automotive insurance brokerage and banking services; car subscription and car rental, and fleet management, as well as digital services for charging and payment; and mobility services. The company was formerly known as Daimler AG and changed its name to Mercedes-Benz Group AG in February 2022. Mercedes-Benz was founded in 1886 and is headquartered in Stuttgart, Germany. Mercedes-Benz’s original shares are listed on the XETRA Trading Platform. Information regarding Mercedes-Benz may be obtained from other sources including, but not limited to, Mercedes-Benz’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Mercedes-Benz from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Mercedes-Benz’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Mercedes-Benz is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Mercedes-Benz have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Mercedes-Benz could affect the value of the Fund’s investments with respect to Mercedes-Benz and therefore the value of the Fund.

Principal Investment Risks

the major manufacturers are large, financially strong companies, many others are small and can be non-diversified in both product line and customer base. Additionally, developments in automotive technologies (e.g., autonomous vehicle technologies) may require significant capital expenditures that may not generate profits for several years, if any. Companies in the Automobiles Industry may be significantly subject to government policies and regulations regarding imports and exports of automotive products. Governmental policies affecting the Automotive Industry, such as taxes, tariffs, duties, subsidies, and import and export restrictions on automotive products can influence industry profitability. In addition, such companies must comply with environmental laws and regulations, for which there may be severe consequences for non-compliance. Legislative or regulatory changes and increased government supervision also may affect companies in the Automobiles Industry. The Automobiles Industry is a separate industry within the Consumer Discretionary Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Mercedes-Benz and therefore achieve its investment objective. The Fund’s exposure to Mercedes-Benz may be affected by market movement in the price of Mercedes-Benz’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Mercedes-Benz at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Mercedes-Benz. Additionally, securities issued by Mercedes-Benz are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Mercedes-Benz. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Mercedes-Benz without purchasing Mercedes-Benz’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Mercedes-Benz, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Mercedes-Benz also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

•Indirect Investment Risk. Mercedes-Benz is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Mercedes-Benz has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Mercedes-Benz and make no representation as to the performance of Mercedes-Benz. Investing in the Fund is not equivalent to investing in Mercedes-Benz. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Mercedes-Benz.

•Market Capitalization Risk.

•Mercedes-Benz Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Discretionary Sector, described in “Sector Risk” below, and operating companies in general, Mercedes-Benz faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; developments in automotive technologies; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; potential design and manufacturing defects in its products and services and related product liability claims; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Mercedes-Benz – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Mercedes-Benz to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Discretionary Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Discretionary Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Mercedes-Benz or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX NAVER SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Naver Shares (“Naver ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of NAVER Corporation (“NAVER”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of NAVER. To seek exposure to NAVER, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in NAVER. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing NAVER). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to NAVER equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of NAVER. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which NAVER is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which NAVER is assigned). As of [ ], 2022, NAVER is assigned to the Interactive Media & Services Industry, a separate industry within the Communication Services Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of NAVER’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to NAVER to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

NAVER together with its subsidiaries, provides internet and online search portal services, such as search engine, online game, and content development, worldwide. The company also provides services related to online information distribution, business support, workforce supply, employee dispatch, software development and distribution, mobile service development, exhibition and performance planning, IT infrastructure, software consulting, mobile billing system planning and development, telecommunication, and mobile advertising services. In addition, NAVER is engaged in the manufacture of cosmetics, film production and distribution, real estate rental, investment and information business, and character and doll wholesale and retail activities. The company was formerly known as NHN Corporation. NAVER was founded in 1999 and is headquartered in Seongnam, South Korea. NAVER’s shares are listed on the Korea Stock Exchange. Information regarding NAVER may be obtained from other sources including, but not limited to, NAVER’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding NAVER from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of NAVER’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding NAVER is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by NAVER have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NAVER could affect the value of the Fund’s investments with respect to NAVER and therefore the value of the Fund.

Principal Investment Risks

Interactive Media & Services Industry. In addition, legislative or regulatory changes and increased government supervision may affect companies in the Interactive Media & Services Industry. The Interactive Media & Services Industry is a separate industry within the Communication Services Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to NAVER and therefore achieve its investment objective. The Fund’s exposure to NAVER may be affected by market movement in the price of NAVER’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to NAVER at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with NAVER. Additionally, securities issued by NAVER are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of NAVER. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to NAVER without purchasing NAVER’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of NAVER, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of NAVER also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. NAVER is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. NAVER has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of NAVER and make no representation as to the performance of NAVER. Investing in the Fund is not equivalent to investing in NAVER. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to NAVER.

•Market Capitalization Risk.

overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. In addition, local, regional or global events such as war, including Russia’s invasion of Ukraine, acts of terrorism, spread of infectious diseases or other public health issues, recessions, rising inflation, or other events could have a significant negative impact on the Fund and its investments. These developments as well as other events could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•NAVER Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Communication Services Sector described in “Sector Risk” below, and operating companies in general, NAVER faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; the ability to attract, hire and retain highly skilled employees, including key personnel; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – NAVER – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of NAVER to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Communication Services Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Communication Services Sector.

U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of NAVER or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX NESTLE SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Nestle Shares (“Nestle ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Nestle S.A. (“Nestle”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Nestle. To seek exposure to Nestle, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Nestle. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Nestle). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Nestle equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Nestle. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Nestle is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Nestle is assigned). As of [ ], 2022, Nestle is assigned to the Food Products Industry, a separate industry within the Consumer Staples Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Nestle’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Nestle to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Nestle , together with its subsidiaries, operates as an international food and beverage company. The company offers baby foods under the Cerelac, Gerber, Nido, and NaturNes brands; bottled water under the Nestlé Pure Life, Perrier, and S.Pellegrino brands; cereals under the Fitness, Nesquik, cheerios, and Lion Cereals brands; and chocolate and confectionery products under the KitKat, Nestle L’atelier, Nestle Toll House, Milkybar, Smarties, Quality Street, Aero, Garoto, Orion, and Cailler brands. The company also provides coffee products under the Nescafé, Nespresso, Nescafé Dolce Gusto, Starbucks Coffee At Home, and Blue Bottle Coffee brands; culinary, chilled, and frozen foods under the Maggi, Hot Pockets, Stouffer’s, Thomy, Jacks, TombStone, Herta, Buitoni, DiGiorno, and Lean Cuisine brands; dairy products under the Carnation, Nido, Coffee-Mate, and La Laitière brands; and drinks under the Nesquik, Nestea, Nescafé, and Milo brands. In addition, it offers food service products under the Milo, Nescafé, Maggi, Chef, Nestea, Stouffer’s, Chef- Mate, Sjora, Minor’s, and Lean Cuisine brand names; healthcare nutrition products under the Boost, Peptamen, Resource, Optifast, and Nutren Junior brands; ice cream products under the Dreyer’s, Mövenpick, Häagen-Dazs, Nestlé Ice Cream, and Extrême brands; and pet care products under the Purina, ONE, Alpo, Felix, Pro Plan, Cat Chow, Fancy Feast, Bakers, Friskies, Dog Chow, Beneful, and Gourmet brands. Nestle was founded in 1866 and is headquartered in Vevey, Switzerland. Nestle’s shares are listed on the SIX Swiss Exchange. Information regarding Nestle may be obtained from other sources including, but not limited to, Nestle’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Nestle from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Nestle’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Nestle is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Nestle have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Nestle could affect the value of the Fund’s investments with respect to Nestle and therefore the value of the Fund.

Principal Investment Risks

◦Food Products Industry. The Food Products Industry includes producers of agricultural products and packaged foods, including dairy products, fruit juices, meats, poultry, fish and pet foods. The Food Products Industry is highly competitive and can be significantly affected by demographic and product trends, competitive pricing, fads, marketing campaigns,

environmental factors, consumer preferences, nutritional and health concerns, federal, state and local food inspection and processing controls, consumer product liability claims, possible product tampering and the availability and expense of liability insurance. Legislative or regulatory changes and increased government supervision also may affect companies in the Food Products Industry. The Food Products Industry is a separate industry within the Consumer Staples Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Nestle and therefore achieve its investment objective. The Fund’s exposure to Nestle may be affected by market movement in the price of Nestle’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Nestle at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Nestle. Additionally, securities issued by Nestle are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Nestle. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Nestle without purchasing Nestle’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

imposed by the 1940 Act or when the Adviser otherwise would have preferred to hold the investment) or to meet redemption requests. Certain of the Fund’s transactions in derivatives also could affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Nestle, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Nestle also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Geographic Concentration in Switzerland Risk. Investment in and/or exposure to securities of Swiss issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Swiss issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Switzerland. International trade is a large component of the Swiss economy and Switzerland depends upon exports to generate economic growth. The Swiss economy is heavily dependent on trading relationships with certain key trading partners, including the United States, United Kingdom, China, France and Germany and its economic growth generally mirrors slowdowns and growth spurts experienced in these and other countries. Changes in the price or the demand for Swiss products, trade regulations or currency exchange rates also could adversely impact the Swiss economy. Switzerland’s economy relies heavily on the banking sector, and in recent years, Switzerland has responded to increasing pressure from neighboring countries and trading partners to reform its banking secrecy laws. Due to the lack of natural resources, Switzerland is dependent upon imports for raw materials. As a result, any drastic fluctuations in the price of certain raw materials will likely have a significant impact on the Swiss economy.

•Indirect Investment Risk. Nestle is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Nestle has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Nestle and make no representation as to the performance of Nestle. Investing in the Fund is not equivalent to investing in Nestle. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Nestle.

•Market Capitalization Risk.

other markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Nestle Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Consumer Staples Sector, described in “Sector Risk” below, and operating companies in general, Nestlé faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, attitudes and spending and the availability of disposable income; fads; changes in demographics and consumer tastes and preferences; consumer product liability claims and the cost of liability insurance; regulatory inspection and processing controls; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Nestle – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Nestle to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Consumer Staples Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Consumer Staples Sector.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Nestle or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX NINTENDO SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Nintendo Shares (“Nintendo ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Nintendo Co., Ltd. (“Nintendo”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Nintendo. To seek exposure to Nintendo, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Nintendo. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Nintendo). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Nintendo equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Nintendo. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Nintendo is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Nintendo is assigned). As of [ ], 2022, Nintendo is assigned to the Entertainment Industry, a separate industry within the Communication Services Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Nintendo’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Nintendo to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Nintendo, together with its subsidiaries, develops, manufactures, and sells home entertainment products in Japan, the Americas, Europe, and internationally. The company offers video game platforms, playing cards, Karuta, handheld and home console hardware systems and related software, and other products. The company was formerly known as Nintendo Playing Card Co., Ltd. and changed its name to Nintendo Co., Ltd. in 1963. Nintendo was founded in 1889, originally producing handmade hanafuda playing cards, and is headquartered in Kyoto, Japan. Nintendo’s shares are listed on The Tokyo Stock Exchange. Information regarding Nintendo may be obtained from other sources including, but not limited to, Nintendo’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Nintendo from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Nintendo’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Nintendo is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Nintendo have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Nintendo could affect the value of the Fund’s investments with respect to Nintendo and therefore the value of the Fund.

Principal Investment Risks

◦Entertainment Industry. The Entertainment Industry includes companies that engage in producing and selling entertainment products and services, including companies engaged in the production, distribution and screening of movies and television shows, including content streamed online, producers and distributors of music, entertainment theaters and sports teams. The Entertainment Industry also includes producers of interactive gaming products, including mobile gaming applications, and educational software used primarily in the home. The Entertainment Industry is highly competitive and relies heavily on consumer spending for success. The prices of securities of companies in the Entertainment Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences and consumer demographics, rapid obsolescence of products, and high costs of production, research and development for new content and products. Legislative or regulatory changes and increased government supervision also may

affect companies in the Entertainment Industry. The Entertainment Industry is a separate industry within the Communication Services Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Nintendo and therefore achieve its investment objective. The Fund’s exposure to Nintendo may be affected by market movement in the price of Nintendo’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Nintendo at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Nintendo. Additionally, securities issued by Nintendo are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Nintendo. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Nintendo without purchasing Nintendo’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Nintendo, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Nintendo also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Geographic Concentration in Japan Risk. Investment in and/or exposure to securities of Japanese issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Japanese issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Japan. Japanese stocks tend to be more volatile than their U.S. counterparts, for reasons ranging from political and economic uncertainties to a higher risk that essential information may be incomplete or erroneous. Currency fluctuations also may significantly affect Japan’s economy. Though Japan is one of the world’s largest economic powers, Japanese economic growth has weakened after the sharp collapse of the stock market in the 1990s and has lagged the economic growth of other major developed countries. The Japanese economy is heavily dependent on international trade and has been adversely affected by trade tariffs and competition from other countries. Economic growth is, therefore, heavily dependent on international trade and consistent government support and policy. In addition, Japan’s economy is closely tied to its two largest trading partners, the U.S. and China, and economic volatility in either nation may create volatility in Japan’s economy and also affect the value of the Fund’s investments. In addition, Japan’s population is aging and shrinking, increasing the cost of Japan’s pension and public welfare system, lowering domestic demand, and making the country more dependent on exports to sustain its economy. Japan’s relations with neighbor countries, particularly China, North Korea, South Korea and Russia, which have historically at times been strained, also may negatively impact the Japanese economy. Japan is also prone to natural disasters such as earthquakes and tsunamis, and the Fund’s investments in Japan may be more likely to be affected by such events than its investments in other geographic regions. Any changes or trends in these economic, political and social factors could have a significant impact on Japan’s economy overall and may negatively affect the Fund’s investments.

•Indirect Investment Risk. Nintendo is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Nintendo has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Nintendo and make no representation as to the performance of Nintendo. Investing in the Fund is not equivalent to investing in Nintendo. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Nintendo.

•Market Capitalization Risk.

of time. U.S. and international markets have experienced significant periods of volatility in recent years due to a number of these factors, including the impact of the COVID-19 pandemic and related public health issues, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. In addition, local, regional or global events such as war, including Russia’s invasion of Ukraine, acts of terrorism, spread of infectious diseases or other public health issues, recessions, rising inflation, or other events could have a significant negative impact on the Fund and its investments. These developments as well as other events could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Nintendo Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Communication Services Sector, described in “Sector Risk” below, and operating companies in general, Nintendo faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition, consumer confidence, attitudes and spending and the availability of disposable income; changes in demographics and consumer tastes and preferences; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; the performance of carriers, wholesalers, retailers and other resellers; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Nintendo – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Nintendo to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Communication Services Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Communication Services Sector.

investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Nintendo or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation


ROUNDHILL TRAX RELIANCE SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Reliance Shares (“Reliance ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Reliance Industries Limited (“Reliance”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Reliance. To seek exposure to Reliance, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Reliance. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Reliance). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Reliance equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Reliance. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Reliance is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Reliance is assigned). As of [ ], 2022, Reliance is assigned to the Oil, Gas & Consumable Fuels Industry, a separate industry within the Energy Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Reliance’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Reliance to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Reliance engages in hydrocarbon exploration and production, oil and chemicals, textile, retail, digital, and financial services businesses worldwide. The company produces and markets petroleum products, such as liquefied petroleum gas, propylene, naphtha, gasoline, jet/aviation turbine fuel, kerosene oil, diesel, Sulphur, and petroleum coke. It also provides petrochemicals, including high-density and low-density polyethylene (PE), linear low density PE, polyester fibers and yarns, polypropylene, polyvinyl chloride, purified terephthalic acid, ethylene glycols and oxide, paraxylene, ortho xylene, benzene, linear alkyl benzene and paraffin, poly butadiene rubber, styrene butadiene rubber, butyl rubber, and polyethylene terephthalate. In addition, the company manufactures and markets yarns, fabrics, apparel, and auto furnishings; explores, develops, and produces crude oil and natural gas; and operates various stores comprising neighborhood, supermarket, hypermarket, wholesale cash and carry, specialty, pharmacy, as well as stores that offer apparel, beauty and cosmetics, accessories, footwear, consumer electronics, connectivity products, and others. The company operates 15,196 retail stores. Further, Reliance provides a range of digital services under the Jio brand name; and non-banking financial and insurance broking services. Additionally, it operates news and entertainment platforms, and Network18 and television channels; publishes magazines; and offers highway hospitality and fleet management services. Reliance was incorporated in 1973 and is based in Mumbai, India. Reliance’s shares are listed on the National Stock Exchange of India Exchange. Information regarding Reliance may be obtained from other sources including, but not limited to, Reliance’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Reliance from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Reliance’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Reliance is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Reliance have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Reliance could affect the value of the Fund’s investments with respect to Reliance and therefore the value of the Fund.

Principal Investment Risks

◦Oil, Gas & Consumable Fuels Industry. The Oil, Gas & Consumable Fuels Industry includes companies engaged in oil and gas exploration and production (including integrated oil and gas exploration), oil and gas refining and marketing, oil and gas storage and transportation, and production and mining of coal and consumable fuels. The prices of the securities of companies in the Oil, Gas & Consumable Fuels Industry may fluctuate widely due to supply and demand for a specific product or service, the price of oil and gas, exploration and production spending, world events, and economic conditions. Natural disasters and changes in exchange rates and interest rates also may affect companies in the Oil, Gas & Consumable Fuels Industry. In addition, the policies of the Organization of Petroleum Exporting Countries (“OPEC”), changes in relationships among OPEC members and between OPEC and oil-importing nations, the regulatory environment, taxation policies, and the economies of the key energy consuming countries also may affect the prices of the securities in the Oil, Gas & Consumable Fuels Industry. Legislative or regulatory changes and increased government supervision also may affect companies in the Oil, Gas & Consumable Fuels Industry. The Oil, Gas & Consumable Fuels Industry is a separate industry within the Energy Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Reliance and therefore achieve its investment objective. The Fund’s exposure to Reliance may be affected by market movement in the price of Reliance’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Reliance at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Reliance. Additionally, securities issued by Reliance are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Reliance. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Reliance without purchasing Reliance’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Reliance, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Reliance also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

•Indirect Investment Risk. Reliance is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Reliance has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Reliance and make no representation as to the performance of Reliance. Investing in the Fund is not equivalent to investing in Reliance. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Reliance.

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Reliance – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Reliance to have a significant impact on the Fund’s performance.

•Reliance Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Energy Sector, described in “Sector Risk” below, and operating companies in general, Reliance faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; supply and demand for a specific product or service; the price of oil and gas; exchange rates and interest rates; exploration and production spending; disruptions in energy services; energy conservation efforts and alternative energy sources; environmental factors; increased competition and technological advances; the regulatory environment, taxation policies, and the economies of the key energy consuming countries; foreign policy tensions with foreign nations, including embargoes, tariffs, sanctions and other similar developments; natural disasters; world events and economic conditions; legal and regulatory compliance risks.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Energy Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Energy Sector.

◦Energy Sector Risk. The Energy Sector includes companies operating in the exploration and production, refining and marketing, and storage and transportation of oil and gas and coal and consumable fuels. It also includes companies that offer oil and gas equipment and related services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Energy Sector. The performance of companies operating in the Energy Sector is closely tied to the price and supply of energy fuels and international political events.

100

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Reliance or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

101


ROUNDHILL TRAX ROCHE SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Roche Shares (“Roche ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Roche Holding AG (“Roche”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Roche. To seek exposure to Roche, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Roche. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Roche). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Roche equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Roche. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Roche is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Roche is assigned). As of [ ], 2022, Roche is assigned to the Pharmaceuticals Industry, a separate industry within the Health Care Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Roche’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Roche to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

102

Roche engages in the pharmaceuticals and diagnostics businesses in Switzerland, Germany, the United States, Austria, Netherlands, the United Kingdom, France, Belgium, and internationally. The company offers pharmaceutical products for treating oncology, neuroscience, infectious, immunology, cardiovascular and metabolism, ophthalmology, and respiratory, as well as anemia, cancer, dermatology, hemophilia, inflammatory and autoimmune, neurological, and transplantation. It also offers in vitro tests for the diagnosis of various diseases, such as cancer, diabetes, Covid-19, hepatitis, human papillomavirus, and other diseases. In addition, the company supplies diagnostic instruments and reagents. Roche was founded in 1896 and is headquartered in Basel, Switzerland. Roche’s shares are listed on the SIX Swiss Exchange. Information regarding Roche may be obtained from other sources including, but not limited to, Roche’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Roche from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Roche’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Roche is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Roche have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Roche could affect the value of the Fund’s investments with respect to Roche and therefore the value of the Fund.

Principal Investment Risks

◦Pharmaceuticals Industry. The Pharmaceuticals Industry includes companies engaged in the research, development or production of pharmaceuticals, including veterinary drugs. The prices of the securities of companies in the Pharmaceuticals Industry may fluctuate widely, particularly when products are up for regulatory approval or under regulatory scrutiny. The prices of securities of pharmaceutical companies also may be affected by effects from world events and economic conditions and market, economic and political risks of countries where the companies are located or do business. Legislative or regulatory changes and increased government supervision also may affect companies in the Pharmaceuticals Industry. The Pharmaceuticals Industry is a separate industry within the Health Care Sector.

103

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Roche and therefore achieve its investment objective. The Fund’s exposure to Roche may be affected by market movement in the price of Roche’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Roche at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Roche. Additionally, securities issued by Roche are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Roche. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Roche without purchasing Roche’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

104

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Roche, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Roche also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

105

issuers, including currency fluctuations, adverse political (including geopolitical) and economic developments, unreliable or untimely information, less liquidity, limited legal recourse and higher transactional costs.

•Geographic Concentration in Switzerland Risk. Investment in and/or exposure to securities of Indian issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Swiss issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Switzerland. International trade is a large component of the Swiss economy and Switzerland depends upon exports to generate economic growth. The Swiss economy is heavily dependent on trading relationships with certain key trading partners, including the United States, United Kingdom, China, France and Germany and its economic growth generally mirrors slowdowns and growth spurts experienced in these and other countries. Changes in the price or the demand for Swiss products, trade regulations or currency exchange rates also could adversely impact the Swiss economy. Switzerland’s economy relies heavily on the banking sector, and in recent years, Switzerland has responded to increasing pressure from neighboring countries and trading partners to reform its banking secrecy laws. Due to the lack of natural resources, Switzerland is dependent upon imports for raw materials. As a result, any drastic fluctuations in the price of certain raw materials will likely have a significant impact on the Swiss economy.

•Indirect Investment Risk. Roche is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Roche has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Roche and make no representation as to the performance of Roche. Investing in the Fund is not equivalent to investing in Roche. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Roche.

•Market Capitalization Risk.

106

follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Roche – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Roche to have a significant impact on the Fund’s performance.

•Roche Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Health Care Sector, described in “Sector Risk” below, and operating companies in general, Roche faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; supply and demand for a specific product or service; increased competition and scientific and technological advances; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; product liability claims and related liability insurance expenditures; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; losses or unauthorized access to or releases of confidential information; world events and economic conditions; increased government supervision; and legal and regulatory compliance risks.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Health Care Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Health Care Sector.

◦Health Care Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Health Care Sector. The Health Care Sector includes health care providers and services, companies that manufacture and distribute health care equipment and supplies, and health care technology companies. It also includes companies involved in the research, development, production and marketing of pharmaceuticals and biotechnology products. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Health Care Sector. The prices of the securities of companies operating in the Health Care Sector are closely tied to government regulation and approval of their products and services, which can have a significant effect on the price and availability of those products and services.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Roche or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

107

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

108


ROUNDHILL TRAX SOFTBANK SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX SoftBank Shares (“SoftBank ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of SoftBank Group Corp. (“SoftBank”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of SoftBank. To seek exposure to SoftBank, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in SoftBank. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing SoftBank). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to SoftBank equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of SoftBank. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which SoftBank is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which SoftBank is assigned). As of [ ], 2022, SoftBank is assigned to the Wireless Telecommunication Services Industry, a separate industry within the Communication Services Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of SoftBank’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to SoftBank to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

109

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

SoftBank provides telecommunication services in Japan and internationally. The company offers mobile communications, broadband, and fixed-line communications services, and sells mobile devices. SoftBank also engages in internet advertising marketing, online advertising distribution, and e-book distribution services; planning and operation of fashion e-commerce websites; mail-order sale of stationery and services; and design and development of mobile robots. In addition, SoftBank designs microprocessor intellectual property and related technology, sells software tools, and generates, supplies, and sells electricity from renewable energy sources, as well as offers related services. Further, it provides alternative investment management, smartphone payment, PC software downloads, and banking services, as well as solutions and services for online businesses; distributes video, voice, and data content; manufactures, distributes, and sells IT-related products, as well as IT-related services; and manages funds. The company also operates a professional baseball team and ITmedia, an IT information site, as well as manages and maintains baseball stadium and other sports facilities. SoftBank plans and operates ZOZOTOWN, ZOZO, and ZOZOBASE websites. The company was formerly known as SoftBank Corp. and changed its name to SoftBank Group Corp. in July 2015. SoftBank was incorporated in 1981 and is headquartered in Tokyo, Japan. SoftBank’s shares are listed on The Tokyo Stock Exchange. Information regarding SoftBank may be obtained from other sources including, but not limited to, SoftBank’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding SoftBank from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of SoftBank’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding SoftBank is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by SoftBank have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning SoftBank could affect the value of the Fund’s investments with respect to SoftBank and therefore the value of the Fund.

Principal Investment Risks

110

◦Wireless Telecommunication Services Industry. The Wireless Telecommunication Services Industry includes companies that provide primarily cellular or wireless telecommunication services. The prices of the securities of companies in the Wireless Telecommunications Services Industry may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, heavy expenses incurred for research and development of products or services that prove unsuccessful, problems related to bringing products to market, and rapid obsolescence of products. Legislative or regulatory changes and increased government supervision also may affect companies in the Wireless Telecommunications Services Industry. The Wireless Telecommunication Services Industry is a separate industry within the Communication Services Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to SoftBank and therefore achieve its investment objective. The Fund’s exposure to SoftBank may be affected by market movement in the price of SoftBank’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to SoftBank at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with SoftBank. Additionally, securities issued by SoftBank are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of SoftBank. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to SoftBank without purchasing SoftBank’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

111

illiquidity of the derivative investments. The Fund expects to enter into total return swap agreements, which generally do not give rise to economic leverage. The Fund may, however, invest in other derivatives that do give rise to economic leverage. Leverage magnifies the potential for gain and may result in greater losses, which in some cases may cause the Fund to liquidate other portfolio investments at inopportune times (e.g., at a loss to comply with limits on leverage and asset segregation requirements imposed by the 1940 Act or when the Adviser otherwise would have preferred to hold the investment) or to meet redemption requests. Certain of the Fund’s transactions in derivatives also could affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering the Fund’s return. To the extent the Fund invests in such derivative instruments, the value of the Fund’s portfolio is likely to experience greater volatility over short-term periods.

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of SoftBank, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of SoftBank also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

112

•Geographic Concentration in Japan Risk. Investment in and/or exposure to securities of Indian issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Japanese issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Japan. Japanese stocks tend to be more volatile than their U.S. counterparts, for reasons ranging from political and economic uncertainties to a higher risk that essential information may be incomplete or erroneous. Currency fluctuations also may significantly affect Japan’s economy. Though Japan is one of the world’s largest economic powers, Japanese economic growth has weakened after the sharp collapse of the stock market in the 1990s and has lagged the economic growth of other major developed countries. The Japanese economy is heavily dependent on international trade and has been adversely affected by trade tariffs and competition from other countries. Economic growth is, therefore, heavily dependent on international trade and consistent government support and policy. In addition, Japan’s economy is closely tied to its two largest trading partners, the U.S. and China, and economic volatility in either nation may create volatility in Japan’s economy and also affect the value of the Fund’s investments. In addition, Japan’s population is aging and shrinking, increasing the cost of Japan’s pension and public welfare system, lowering domestic demand, and making the country more dependent on exports to sustain its economy. Japan’s relations with neighbor countries, particularly China, North Korea, South Korea and Russia, which have historically at times been strained, also may negatively impact the Japanese economy. Japan is also prone to natural disasters such as earthquakes and tsunamis, and the Fund’s investments in Japan may be more likely to be affected by such events than its investments in other geographic regions. Any changes or trends in these economic, political and social factors could have a significant impact on Japan’s economy overall and may negatively affect the Fund’s investments.

•Indirect Investment Risk. SoftBank is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. SoftBank has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of SoftBank and make no representation as to the performance of SoftBank. Investing in the Fund is not equivalent to investing in SoftBank. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to SoftBank.

•Market Capitalization Risk.

113

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – SoftBank – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of SoftBank to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Communication Services Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Communication Services Sector.

•SoftBank Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Communication Services Sector, described in “Sector Risk” above, and operating companies in general, SoftBank faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; supply and demand for a specific product or service; increased competition and technological advances; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; product liability claims and related liability insurance expenditures; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; losses or

114

unauthorized access to or releases of confidential information; world events and economic conditions; increased government supervision; and legal and regulatory compliance risks.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of SoftBank or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

115


ROUNDHILL TRAX TATA CONSULTANCY SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Tata Consultancy Shares (“Tata Consultancy ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Tata Consultancy Services Limited (“Tata Consultancy”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Tata Consultancy. To seek exposure to Tata Consultancy, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Tata Consultancy. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Tata Consultancy). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Tata Consultancy equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Tata Consultancy. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Tata Consultancy is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Tata Consultancy is assigned). As of [ ], 2022, Tata Consultancy is assigned to the IT Services Industry, a separate industry within the Information Technology Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Tata Consultancy’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Tata Consultancy to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

116

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Tata Consultancy provides information technology (IT) and IT enabled services worldwide and caters to the finance and banking, insurance, telecommunication, transportation, retail, manufacturing, pharmaceutical, and utility industries. The company offers CHROMA, a cloud-based talent management solution; ignio, a cognitive automation software; TCS iON, an assessment platform; TAP, a procurement offering; TCS MasterCraft, a platform to automate and manage IT processes; Quartz, a blockchain solution; and TCS OmniStore, a commerce platform. The company also provides customer intelligence and insight solutions; Intelligent Urban Exchange, a smart city solution; OPTUMERA, a merchandise optimization platform; TwinX, an AI powered system of actionable intelligence for business leaders to simulate and optimize enterprise decisions; TCS BaNCS, a financial platform; and Jile, an agile DevOps platform. In addition, it offers drug development and connected intelligent platforms; ERP on cloud, an enterprise solution; and HOBS, a platform for subscription based digital business. Further, the company provides cognitive business, consulting, analytics and insights, automation and artificial intelligence, Internet of Things, cloud, blockchain, cyber security, interactive, digital and quality engineering, sustainability, and enterprise application services. Tata Consultancy serves banking, financial, and public services; capital market; consumer goods and distribution; education; insurance; life sciences and healthcare; manufacturing, retail; hi-tech; travel, transportation, and hospitality industries; communications, media, and technology industries; and energy, resource, and utility industries. Tata Consultancy was founded in 1968 and is headquartered in Mumbai, India. Tata Consultancy is a subsidiary of Tata Sons Private Limited. Tata Consultancy’s shares are listed on the National Stock Exchange of India. Information regarding Tata Consultancy may be obtained from other sources including, but not limited to, Tata Consultancy’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Tata Consultancy from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Tata Consultancy’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Tata Consultancy is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Tata Consultancy have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Tata Consultancy could affect the value of the Fund’s investments with respect to Tata Consultancy and therefore the value of the Fund.

Principal Investment Risks

117

◦IT Services Industry. The IT Services Industry includes companies that provide information technology and systems integration services, including information technology consulting and information management services; companies providing commercial electronic data processing and/or business process outsourcing services, including companies that provide services for back-office automation; companies providing services and infrastructure for the internet industry, including data centers and cloud networking and storage infrastructure; and companies providing web hosting services. The prices of the securities of companies in the IT Services Industry may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, heavy expenses incurred for research and development of products or services that prove unsuccessful, problems related to bringing products to market, and rapid obsolescence of products. Legislative or regulatory changes and increased government supervision also may affect companies in the IT Services Industry. The IT Services Industry is a separate industry within the Information Technology Sector.

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Tata Consultancy and therefore achieve its investment objective. The Fund’s exposure to Tata Consultancy may be affected by market movement in the price of Tata Consultancy’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Tata Consultancy at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Tata Consultancy. Additionally, securities issued by Tata Consultancy are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Tata Consultancy. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Tata Consultancy without purchasing Tata Consultancy’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

118

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Tata Consultancy, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Tata Consultancy also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

119

•Indirect Investment Risk. Tata Consultancy is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Tata Consultancy has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Tata Consultancy and make no representation as to the performance of Tata Consultancy. Investing in the Fund is not equivalent to investing in Tata Consultancy. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Tata Consultancy.

120

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Tata Consultancy – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Tata Consultancy to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Information Technology Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Information Technology Sector.

◦Information Technology Sector Risk. The Fund’s investments are exposed to issuers conducting business in the Information Technology Sector. The Information Technology Sector includes companies that offer software and information technology services, manufacturers and distributors of technology hardware and equipment such as communications equipment, cellular phones, computers and peripherals, electronic equipment and related instruments and semiconductors. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Information Technology Sector. The prices of the securities of companies operating in the Information Technology Sector are closely tied to market competition, increased sensitivity to short product cycles and aggressive pricing, and problems with bringing products to market.

121

•Tata Consultancy Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Information Technology Sector, described in “Sector Risk” above, and operating companies in general, Tata Consultancy faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; supply and demand for a specific product or service; increased competition and technological advances; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; product liability claims and related liability insurance expenditures; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; losses or unauthorized access to or releases of confidential information; world events and economic conditions; increased government supervision; and legal and regulatory compliance risks.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Tata Consultancy or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

122

Financial Intermediary Compensation

123


ROUNDHILL TRAX TENCENT SHARES - FUND SUMMARY

Investment Objective

The Roundhill TRAX Tencent Shares (“Tencent ETF” or the “Fund”) seeks investment results that match, before fees and expenses, the performance of Tencent Holdings Limited (“Tencent”). There can be no assurance that the Fund will achieve its investment objective.

Fees and Expenses of the Fund


Shareholder Fees (fees paid directly from your investment)						None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee						[ ]%
Distribution and/or Service (12b-1) Fees						0.00%
Other Expenses*						[ ]%
Total Annual Fund Operating Expenses						[ ]%

* “Other Expenses” are based on estimated amounts for the current fiscal year. In addition, “Other Expenses” does not include fees paid to the Fund’s swap contract counterparties, or the management fees, performance fees, and expenses of the reference assets or trading vehicles underlying such swap contracts. These fees and expenses, which are not reflected in this Annual Fund Operating Expenses table, are embedded in the return of the swap contracts (i.e., the fees and expenses reduce the investment return of the swap contract) and represent an indirect cost of investing in the Fund.

Example


1 Year:			$ [ ]			3 Years:			$[ ]

Portfolio Turnover

Principal Investment Strategies

The Fund will seek to expose 100% of its assets to the performance of Tencent. To seek exposure to Tencent, the Fund will enter into one or more swap agreements with major financial intermediaries whereby the Fund and each financial intermediary will agree to exchange the return earned on an investment by the Fund in Tencent. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount” (i.e., the return on or change in value of a particular dollar amount representing Tencent). The Fund invests, under normal circumstances, in financial instruments, including swap agreements, that in combination provide notional exposure to Tencent equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes). Under certain circumstances, the Fund also may invest in equity securities of Tencent. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

As a result of its investment objective and strategies, the Fund will be concentrated in the industry to which Tencent is assigned (i.e., hold more than 25% of its net assets in investments that provide exposure in the industry to which Tencent is assigned). As of [ ], 2022, Tencent is assigned to the Interactive Media & Services Industry, a separate industry within the Communication Services Sector.

The Fund will attempt to achieve its investment objective without regard to overall market movement or any increase or decrease in the market price of Tencent’s securities. Exchange Traded Concepts, LLC (the “Sub-Adviser”), the Fund’s sub-adviser, positions the Fund’s portfolio to achieve exposure to Tencent to the fullest extent possible consistent with the Fund’s investment objective. On a day-to-day basis, the Fund is expected to hold money market funds, deposit accounts with institutions with high quality credit ratings, and/or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.

124

The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Tencent, an investment holding company, provides value-added services (VAS) and Online advertising services in Mainland China and internationally. The company operates through VAS, Online Advertising, FinTech and Business Services, and Others segments. It offers online games and social network services; FinTech and cloud services, and online advertising services. The company also is involved in the production, investment, and distribution of films and television programs for third parties, as well as copyrights licensing, merchandise sales, and other activities. In addition, Tencent develops software; develops and operates online games; and provides information technology, information system integration, asset management, online literature, and online music entertainment services. Tencent was founded in 1998 and is headquartered in Shenzhen, the People’s Republic of China. Tencent’s shares are listed on The Stock Exchange of Hong Kong Ltd. Information regarding Tencent may be obtained from other sources including, but not limited to, Tencent’s website, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this document regarding Tencent from publicly available documents. None of the Fund, Listed Funds Trust (the “Trust”), Roundhill Financial Inc. (the “Adviser”), the Fund’s investment adviser, the Sub-Adviser, or any of their respective affiliates has participated in the preparation of Tencent’s publicly available documents. None of the Fund, the Trust, the Adviser, the Sub-Adviser or any of their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Tencent is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of securities issued by Tencent have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Tencent could affect the value of the Fund’s investments with respect to Tencent and therefore the value of the Fund.

Principal Investment Risks

125

•Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of correlation to Tencent and therefore achieve its investment objective. The Fund’s exposure to Tencent may be affected by market movement in the price of Tencent’s outstanding securities. Because of this, it is unlikely that the Fund will be perfectly exposed to Tencent at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect the Fund’s ability to achieve its investment objective.

The Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. The Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with Tencent. Additionally, securities issued by Tencent are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of Tencent. Any of these factors may hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty to Fund transactions (e.g., swap transactions) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund expects to use swap agreements to gain exposure to Tencent without purchasing Tencent’s securities to seek to achieve its investment objective. Through these investments and related arrangements, the Fund is exposed to the risk that the counterparty may be unwilling or unable to make timely payments contemplated by such arrangements or otherwise to meet its contractual obligations (i.e., counterparty credit risk). If the counterparty becomes bankrupt or defaults on (or otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, the value of your Shares in the Fund will decrease.

126

In addition, the Fund’s investments in derivatives are subject to the following risks:

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including the Shares of the Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, the Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with that of Tencent, and may incur substantial losses. Additionally, the Fund may close to purchases and sales of Shares prior to the close of regular trading on the [ ] (the “Exchange”) and incur significant losses. The shares of Tencent also are exchange listed and traded and therefore, subject to the same risks as those applicable to the Fund’s Shares.

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

•Exchange-Traded Fund (“ETF”) Risks. The Fund is an ETF, and, as a result of its structure, it is exposed to the following risks:

127

•Indirect Investment Risk. Tencent is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way. Tencent has no obligation to consider the Fund in taking any corporate actions that might affect the value of the Fund. The Trust, the Fund and any affiliate are not responsible for the performance of Tencent and make no representation as to the performance of Tencent. Investing in the Fund is not equivalent to investing in Tencent. Fund shareholders, and in most cases, the Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to Tencent.

128

•Market Capitalization Risk.

•Non-Diversification Risk. The Fund is “non-diversified” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, the Fund is more exposed to the risks associated with and developments affecting a single issuer – Tencent – than a fund that invests in a greater number of issuers representing multiple industries. This may increase the Fund’s volatility and will cause the performance of Tencent to have a significant impact on the Fund’s performance.

•Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. The Fund may invest a significant portion of its assets in the Communication Services Sector and, therefore, the performance of the Fund could be negatively impacted by events affecting the Communication Services Sector.

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•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other regulated investment companies (“RICs”) and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of Tencent or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

•Tencent Investing Risk. As of the date of this Prospectus, in addition to the risks associated with companies in the Communication Services Sector described in “Sector Risk” above, and operating companies in general, Tencent faces risks related to its operations including, among others, risks related to impacts from the global COVID-19 pandemic; increased competition; costs associated with research and development; significant capital expenditures that may or may not generate profits and challenges bringing products to market; the ability to attract, hire and retain highly skilled employees, including key personnel; manufacturing costs and supply delays; labor shortages; information technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

Performance

Portfolio Management


Adviser			Roundhill Financial Inc.
Sub-Adviser			Exchange Traded Concepts, LLC
Portfolio Managers			Andrew Serowik, Todd Alberico, and Gabriel Tan, each a portfolio manager for the Sub-Adviser, have been portfolio managers of the Fund since its inception in [ ] 2022

Purchase and Sale of Shares

Tax Information

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Financial Intermediary Compensation

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ADDITIONAL INFORMATION ABOUT THE FUNDS

The Trust is a Delaware statutory trust offering a number of professionally managed investment portfolios, or funds. This Prospectus describes the Adani Green ETF, Adidas ETF, BYD ETF, Hyundai ETF, Kakao ETF, Kia ETF, Kweichow Moutai ETF, LVMH ETF, Meituan ETF, Mercedes-Benz ETF, Naver ETF, Nestle ETF, Nintendo ETF, Reliance ETF, Roche ETF, SoftBank ETF, Tata Consultancy ETF, and Tencent ETF (each, a “Fund” and collectively, the “Funds”).

Investment Objective

Each Fund’s investment objective has been adopted as a non-fundamental investment policy and may be changed by the Funds’ Board of Trustees (the “Board”) without shareholder approval upon written notice to shareholders.

Principal Investment Strategies

In accordance with Rule 35d-1 under the 1940 Act, each Fund has adopted a non-fundamental investment policy to invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in financial instruments, including swap agreements, that in combination provide notional exposure to the Fund’s target issuer (the “Target Issuer” and collectively referring to more than one or all of the Funds’ target issuers, the “Target Issuers”), equal to at least 80% of the Fund’s net assets (plus borrowings for investment purposes), as follows:


Fund			Target Issuer
Roundhill TRAX Adani Green Shares			Adani Green Energy Limited
Roundhill TRAX Adidas Shares			adidas AG
Roundhill TRAX BYD Shares			BYD Company Limited
Roundhill TRAX Hyundai Shares			Hyundai Motor Company
Roundhill TRAX Kakao Shares			Kakao Corporation
Roundhill TRAX Kia Shares			Kia Corporation
Roundhill TRAX Kweichow Moutai Shares			Kweichow Moutai Co., Ltd.
Roundhill TRAX LVMH Shares			LVMH Moet Hennessy Louis Vuitton SE
Roundhill TRAX Meituan Shares			Meituan
Roundhill TRAX Mercedes-Benz Shares			Mercedes-Benz Group AG
Roundhill TRAX Naver Shares			NAVER Corporation
Roundhill TRAX Nestle Shares			Nestle S.A.
Roundhill TRAX Nintendo Shares			Nintendo Co., Ltd.
Roundhill TRAX Reliance Shares			Reliance Industries Limited
Roundhill TRAX Roche Shares			Roche Holding AG
Roundhill TRAX SoftBank Shares			SoftBank Group Corp.
Roundhill TRAX Tata Consultancy Shares			Tata Consultancy Services Limited
Roundhill TRAX Tencent Shares			Tencent Holdings Limited

Under certain circumstances, each Fund also may invest in equity securities of its Target Issuer. To the extent the Fund does so, such investments may be counted toward the Fund’s 80% investment policy.

The foregoing policies may be changed by the Board without shareholder approval upon 60 days’ written notice to shareholders.

Principal Investment Risks

An investment in a Fund entails risks. A Fund could lose money, or its performance could trail that of other investment alternatives. The following provides additional information about the Funds’ principal risks. It is important that investors closely review and understand these risks before making an investment in a Fund. Each risk applies to each Fund unless otherwise specified. Just as in each Fund’s summary section above, the principal risks below are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other funds. Each risk summarized below is considered a “principal risk” of investing in the applicable Fund, regardless of the order in which it appears.

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including embargoes, tariffs, sanctions and other similar developments; natural disasters; world events and economic conditions; and legal and regulatory compliance risks.

•Capital Controls and Sanctions Risk. Economic conditions, such as volatile currency exchange rates and interest rates, political events, military action, such as the Russian invasion of Ukraine, and other conditions, may, without prior warning, lead to government intervention (including intervention by the U.S. government with respect to foreign governments, economic sectors, foreign companies and related securities and interests) and the imposition of capital controls and/or sanctions, which also may include retaliatory actions of one government against another government, such as seizure of assets. Capital controls and/or sanctions include the prohibition of, or restrictions on, the ability to own or transfer currency, securities or other assets, which may potentially include derivative instruments related thereto. Levies may be placed on profits repatriated by foreign entities (such as the Fund). Capital controls and/or sanctions also may impact the ability of the Fund to buy, sell, transfer, receive, deliver or otherwise obtain exposure to, foreign securities or currency, negatively impact the value and/or liquidity of such instruments, adversely affect the trading market and price for shares of the Fund, and cause the Fund to decline in value. The Fund also may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices due to sanctions. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that have been imposed against Russia and other countries and that may further be imposed could vary broadly in scope, and their impact is impossible to predict. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice.

•Cash Transaction Risk. A Fund expects to effect all of its creations and redemptions for cash, rather than in-kind securities. Cash purchases and redemptions may increase brokerage and other transaction costs. In addition, a Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize a capital gain that it might not have recognized if it had made a redemption in kind. As a result, a Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. The use of cash creations and redemptions also may cause a Fund’s Shares to trade in the market at wider bid-ask spreads or greater premiums or discounts to such Fund’s NAV, particularly in times of stressed market conditions. As a practical matter, only institutions and large investors, such as market makers or other large broker dealers, create or redeem Shares directly through the Fund. Most investors will buy and sell Shares of a Fund on an exchange through a broker-dealer. Furthermore, a Fund may not be able to execute cash transactions for creation and redemption purposes at the same price used to determine such Fund’s NAV. To the extent that the maximum additional charge for creation or redemption transactions is insufficient to cover the execution shortfall, a Fund’s performance could be negatively impacted.

•Concentration Risk. A Fund expects to concentrate (i.e., invest more than 25% of its net assets) its investments in a limited number of issuers conducting business in the same industry or group of related industries. To the extent a Fund does so, the Fund is more vulnerable to adverse market, economic, regulatory, political or other developments affecting that industry or group of related industries than a fund that invests its assets more broadly. A Fund’s investments are concentrated in securities issued by companies in one or more of the industries described below, as specified in the Fund’s Summary section. As a result of a Fund’s concentration in a particular industry or group of related industries, the Fund is subject to the risks associated with those industries.

◦Automobiles Industry (BYD ETF, Hyundai ETF, Kia ETF, and Mercedes-Benz ETF only). The Automobiles Industry is composed of two sub-industries: (i) the Automobile Manufacturers Sub-Industry, which includes companies that produce mainly passenger automobiles and light trucks; and (ii) the Motorcycle Manufacturers Sub-Industry, which includes companies that produce motorcycles, scooters or three-wheelers. The Automobiles Industry can be highly cyclical and companies in the Industry may suffer periodic operating losses. The Automobiles Industry also can be significantly affected by labor relations and fluctuating component prices. While most of the major manufacturers are large, financially strong companies, many others are small and can be non-diversified in both product line and customer base. Additionally,

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developments in automotive technologies (e.g., autonomous vehicle technologies) may require significant capital expenditures that may not generate profits for several years, if any. Companies in the Automobiles Industry may be significantly subject to government policies and regulations regarding imports and exports of automotive products. Governmental policies affecting the Automotive Industry, such as taxes, tariffs, duties, subsidies, and import and export restrictions on automotive products can influence industry profitability. In addition, such companies must comply with environmental laws and regulations, for which there may be severe consequences for non-compliance. Legislative or regulatory changes and increased government supervision also may affect companies in the Automobiles Industry. The Automobiles Industry is a separate industry within the Consumer Discretionary Sector.

◦Beverages Industry (Kweichow Moutai ETF only). The Beverages Industry includes producers of alcoholic (e.g., beers, malt liquors and wine) and non-alcoholic (e.g., sodas and mineral waters) beverages. The Beverages Industry is highly competitive and can be significantly affected by demographic and product trends, competitive pricing, fads, marketing campaigns, environmental factors, consumer preferences, nutritional and health concerns, federal, state and local food inspection and processing controls, consumer product liability claims, possible product tampering and the availability and expense of liability insurance. Legislative or regulatory changes and increased government supervision also may affect companies in the Beverages Industry. The Beverages Industry is a separate industry within the Consumer Staples Sector.

◦Entertainment Industry (Nintendo ETF only). The Entertainment Industry includes companies that engage in producing and selling entertainment products and services, including companies engaged in the production, distribution and screening of movies and television shows, including content streamed online, producers and distributors of music, entertainment theaters and sports teams. The Entertainment Industry also includes producers of interactive gaming products, including mobile gaming applications, and educational software used primarily in the home. The Entertainment Industry is highly competitive and relies heavily on consumer spending for success. The prices of securities of companies in the Entertainment Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences and consumer demographics, rapid obsolescence of products, and high costs of production, research and development for new content and products. Legislative or regulatory changes and increased government supervision also may affect companies in the Entertainment Industry. The Entertainment Industry is a separate industry within the Communication Services Sector.

◦Food Products Industry (Nestle ETF only). The Food Products Industry includes producers of agricultural products and packaged foods, including dairy products, fruit juices, meats, poultry, fish and pet foods. The Food Products Industry is highly competitive and can be significantly affected by demographic and product trends, competitive pricing, fads, marketing campaigns, environmental factors, consumer preferences, nutritional and health concerns, federal, state and local food inspection and processing controls, consumer product liability claims, possible product tampering and the availability and expense of liability insurance. Legislative or regulatory changes and increased government supervision also may affect companies in the Food Products Industry. The Food Products Industry is a separate industry within the Consumer Staples Sector.

◦Independent Power and Renewable Electricity Producers Industry (Adani Green ETF only). The Independent Power and Renewable Electricity Producers Industry includes companies that operate as independent power producers, gas and power marketing and trading specialists and/or integrated energy merchants. It also includes companies that engage in the generation and distribution of electricity using renewable sources, including, but not limited to, companies that produce electricity using biomass, geothermal energy, solar energy, hydropower, and wind power. Companies in the Independent Power and Renewable Electricity Producers Industry may be highly dependent upon government subsidies, contracts with government entities, and the successful development of new and proprietary technologies. In addition, the prices of securities in the Independent Power and Renewable Electricity Producers Industry may fluctuate widely and be affected by factors such as supply and demand, consumer incentives, operating costs, government regulation, weather conditions, natural disasters and other environmental factors, and liabilities for environmental damage and general civil liabilities. Legislative or regulatory changes and the effects of energy conservation also may affect companies in the Independent Power and Renewable Electricity Producers Industry. The Independent Power and Renewable Electricity Producers Industry is a separate industry within the Utilities Sector.

◦Internet & Direct Marketing Retail Industry (Meituan ETF only). The Internet & Direct Marketing Retail Industry includes companies that provide retail services primarily through the Internet, mail order, and TV home shopping retailers. The Internet & Direct Marketing Retail Industry relies heavily on consumer spending and the prices of securities of issuers in the Internet & Direct Marketing Retail Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences, and consumer demographics. Legislative or regulatory changes and increased government supervision also may affect companies in the Internet & Direct Marketing Retail Industry. The Internet & Direct Marketing Retail Industry is a separate industry within the Consumer Discretionary Sector.

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◦Interactive Media & Services Industry (Kakao ETF, Naver ETF, and Tencent ETF only). The Interactive Media & Services Industry includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are derived primarily through pay-per-click advertisements, including search engines, social media and networking platforms, online classifieds, and online review companies. The prices of the securities of companies in the Interactive Media & Services Industry are closely tied to the performance of the overall economy and may be affected by changes in general economic growth, consumer confidence and consumer spending. Changes in demographics and consumer tastes also may affect the success of companies in the Interactive Media & Services Industry. In addition, legislative or regulatory changes and increased government supervision may affect companies in the Interactive Media & Services Industry. The Interactive Media & Services Industry is a separate industry within the Communication Services Sector.

◦IT Services Industry (Tata Consultancy ETF only). The IT Services Industry includes companies that provide information technology and systems integration services, including information technology consulting and information management services; companies providing commercial electronic data processing and/or business process outsourcing services, including companies that provide services for back-office automation; companies providing services and infrastructure for the internet industry, including data centers and cloud networking and storage infrastructure; and companies providing web hosting services. The prices of the securities of companies in the IT Services Industry may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, heavy expenses incurred for research and development of products or services that prove unsuccessful, problems related to bringing products to market, and rapid obsolescence of products. Legislative or regulatory changes and increased government supervision also may affect companies in the IT Services Industry. The IT Services Industry is a separate industry within the Information Technology Sector.

◦Oil, Gas & Consumable Fuels Industry (Reliance ETF only). The Oil, Gas & Consumable Fuels Industry includes companies engaged in oil and gas exploration and production (including integrated oil and gas exploration), oil and gas refining and marketing, oil and gas storage and transportation, and production and mining of coal and consumable fuels. The prices of the securities of companies in the Oil, Gas & Consumable Fuels Industry may fluctuate widely due to supply and demand for a specific product or service, the price of oil and gas, exploration and production spending, world events, and economic conditions. Natural disasters and changes in exchange rates and interest rates also may affect companies in the Oil, Gas & Consumable Fuels Industry. In addition, the policies of the Organization of Petroleum Exporting Countries (“OPEC”), changes in relationships among OPEC members and between OPEC and oil-importing nations, the regulatory environment, taxation policies, and the economies of the key energy consuming countries also may affect the prices of the securities in the Oil, Gas & Consumable Fuels Industry. Legislative or regulatory changes and increased government supervision also may affect companies in the Oil, Gas & Consumable Fuels Industry. The Oil, Gas & Consumable Fuels Industry is a separate industry within the Energy Sector.

◦Pharmaceuticals Industry (Roche ETF only). The Pharmaceuticals Industry includes companies engaged in the research, development or production of pharmaceuticals, including veterinary drugs. The prices of the securities of companies in the Pharmaceuticals Industry may fluctuate widely, particularly when products are up for regulatory approval or under regulatory scrutiny. The prices of securities of pharmaceutical companies also may be affected by effects from world events and economic conditions and market, economic and political risks of countries where the companies are located or do business. Legislative or regulatory changes and increased government supervision also may affect companies in the Pharmaceuticals Industry. The Pharmaceuticals Industry is a separate industry within the Health Care Sector.

◦Textiles, Apparel & Luxury Goods Industry (Adidas ETF and LVMH ETF only). The Textiles, Apparel & Luxury Goods Industry includes manufacturers of apparel, accessories & luxury goods, including companies primarily producing designer handbags, wallets, luggage, jewelry and watches, manufacturers of footwear, and manufacturers of other textile and related products. The Textiles, Apparel & Luxury Goods Industry is highly competitive and relies heavily on consumer spending for success. The prices of securities of companies in the Textiles, Apparel & Luxury Goods Industry may fluctuate widely due to general economic conditions, consumer spending and the availability of disposable income, changing consumer tastes and preferences and consumer demographics. In addition, companies may be thinly capitalized and dependent upon a relatively few number of business days to achieve their overall results. Legislative or regulatory changes also may affect companies in the Textiles, Apparel & Luxury Goods Industry. The Textiles, Apparel & Luxury Goods Industry is a separate industry within the Consumer Discretionary Sector.

◦Wireless Telecommunication Services Industry (SoftBank ETF only). The Wireless Telecommunication Services Industry includes companies that provide primarily cellular or wireless telecommunication services. The prices of the securities of companies in the Wireless Telecommunications Services Industry may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, heavy expenses incurred for research and development of products or services that prove unsuccessful, problems related to bringing products to market, and rapid obsolescence of products. Legislative or regulatory changes and increased government supervision also may affect companies in the Wireless Telecommunications Services Industry. The Wireless Telecommunication Services Industry is a separate industry within the Communication Services Sector.

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•Correlation/Tracking Risk. There is no guarantee that a Fund will achieve a high degree of correlation to its Target Issuer and therefore achieve its investment objective. A Fund’s exposure to its Target Issuer may be affected by market movement in the price of the Target Issuer’s outstanding securities. Because of this, it is unlikely that a Fund will be perfectly exposed to its Target Issuer at any particular point in time. Market disruptions, regulatory restrictions, foreign investment restrictions, if any, and high volatility also may adversely affect a Fund’s ability to achieve its investment objective.

A Fund may have difficulty achieving its investment objective for many reasons, including fees, expenses, transaction costs, financing costs related to the use of derivatives, accounting standards and their application to income items, disruptions, illiquid or high volatility in the markets for the securities or financial instruments in which the Fund invests, and regulatory and tax considerations. A Fund may take or refrain from taking positions to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund’s desired correlation with its Target Issuer. Additionally, securities issued by a Fund’s Target Issuer are listed and trade on markets that may not be open on the same day and are not open at the same time as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the performance of the Fund’s Target Issuer. Any of these factors could hinder the Fund’s ability to meet its investment objective.

•Counterparty Risk. Counterparty risk is the risk that a counterparty is unwilling or unable to make timely payments to meet its contractual obligations with respect to the amount a Fund expects to receive from a counterparty to a financial instrument entered into by the Fund. A Fund generally enters into derivatives transactions, such as swap agreements, with counterparties such that either party can terminate the contract without penalty prior to the termination date. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations under such a contract, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral. If the counterparty becomes bankrupt or defaults on its payment obligations to a Fund, it may experience significant delays in obtaining any recovery, may obtain only a limited recovery or obtain no recovery and the value of an investment held by the Fund may decline. A Fund also may not be able to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, if such remedies are stayed or eliminated under special resolutions adopted in the United States, the European Union and various other jurisdictions. European Union rules and regulations intervene when a financial institution is experiencing financial difficulties and could reduce, eliminate, or convert to equity a counterparty’s obligations to a Fund (sometimes referred to as a “bail in”).

A Fund typically enters into transactions with counterparties that present minimal risks based on the Adviser’s assessment of the counterparty’s creditworthiness, or its capacity to meet its financial obligations during the term of the derivative agreement or contract. The Adviser considers factors such as counterparty credit rating among other factors when determining whether a counterparty is creditworthy. The Adviser regularly monitors the creditworthiness of each counterparty with which a Fund transacts. A Fund generally enters into swap agreements or other financial instruments with major financial intermediaries and seeks to mitigate risks by generally requiring that the counterparties for the Fund post collateral, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. To the extent any such collateral is insufficient or there are delays in accessing the collateral, a Fund will be exposed to the risks described above. If a counterparty’s credit ratings decline, a Fund may be subject to a bail-in, as described above.

In addition, a Fund may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. A Fund does not specifically limit its counterparty risk with respect to any single counterparty. To the extent a Fund’s counterparties are concentrated in the financial services sector, such Fund bears the risk that those counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions, increased competition, and/or wide scale credit losses resulting from financial difficulties or borrowers affecting that economic sector. There is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with a Fund and, as a result, the Fund may not be able to achieve its investment objective. Additionally, although a counterparty to a centrally cleared swap agreement is often backed by a futures commission merchant (“FCM”) or a clearing organization that is further backed by a group of financial institutions, there may be instances in which a FCM or a clearing organization would fail to perform its obligations, causing significant losses to a Fund. The markets for certain derivatives, including those located in certain foreign countries, are relatively new and still developing, which may expose the Fund to increased counterparty credit and liquidity risks.

•Currency Risk. A Fund’s direct and/or indirect exposure to foreign currencies, including through ownership of securities of foreign issuers, subjects the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar, which would cause a decline in the U.S. value of the holdings of the Fund. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political, economic and tax developments in the U.S. or abroad. When a Fund seeks exposure to foreign currencies through foreign currency contracts and related transactions, the Fund becomes particularly susceptible to foreign currency value fluctuations, which may be sudden and significant, and investment decisions tied to currency markets. In addition, these investments are subject to the risks associated with derivatives.

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•Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, funds (such as the Fund) and their service providers may be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets or proprietary information, or cause the Fund, the Adviser, the Sub-Adviser and/or other service providers (including custodians and financial intermediaries) to suffer data breaches or data corruption. Additionally, cybersecurity failures or breaches of the electronic systems of the Fund, the Adviser, the Sub-Adviser or the Fund’s other service providers, market makers, APs, the Fund’s primary listing exchange, or the issuers of securities in which the Fund invests have the ability to disrupt and negatively affect the Fund’s business operations, including the ability to purchase and sell Fund Shares, potentially resulting in financial losses to the Fund and its shareholders. For instance, cyber-attacks or technical malfunctions may interfere with the processing of shareholder or other transactions, affect the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks or technical malfunctions may render records of Fund assets and transactions, shareholder ownership of Fund Shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cybersecurity risk management in order to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result.

•Depositary Receipt Risk. A Fund may obtain exposure to its Target Issuer, a non-U.S. company, through investments in one or more of the following types of depositary receipts: American Depositary Receipts (“ADRs”), American Depositary Shares (“ADSs”), Global Depositary Receipts (“GDRs”) and International Depositary Receipts (“IDRs”). ADRs are negotiable certificates issued by a U.S. financial institution that represent a specified number of shares in a foreign stock and trade on a U.S. national securities exchange, such as the New York Stock Exchange. Holders of certain depositary receipts may have limited voting rights and may not have the same rights typically afforded to shareholders in the event of a corporate action and may experience difficulty in receiving company stockholder communications. A Fund will primarily invest in sponsored ADRs (rather than unsponsored ADRs), which are issued with the support of the issuer of the foreign stock underlying the ADRs and carry all of the rights of common shares, including voting rights. ADSs are U.S. Dollar-denominated equity shares of a foreign-based company available for purchase on a U.S. national securities exchange. GDRs or IDRs are similar to ADRs but may be issued in bearer form and are typically offered for sale globally and held by a foreign branch of an international bank. The underlying securities of the depositary receipts in a Fund’s portfolio are usually denominated or quoted in currencies other than the U.S. Dollar. As a result, changes in foreign currency exchange rates may affect the value of a Fund’s portfolio. Generally, when the U.S. Dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. Dollars. In addition, because the underlying securities of depositary receipts trade on foreign exchanges at times when the U.S. markets are not open for trading, the value of the securities underlying the depositary receipts may change materially at times when the U.S. markets are not open for trading, regardless of whether there is an active U.S. market for Shares of a Fund. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. A Fund’s investment exposure to the underlying foreign securities may involve risks not typically associated with investing in U.S. companies.

•Derivatives Risk. A Fund uses investment techniques, including investments in derivatives, such as swaps, that may be considered aggressive. The use of derivatives may result in larger losses or smaller gains than investing directly in the underlying securities. Investments in these derivatives may generally be subject to market risks that cause their prices to fluctuate more than an investment directly in a security and may increase the volatility of a Fund. The use of derivatives may expose a Fund to additional risks such as counterparty risk, liquidity risk and increased daily correlation risk. When a Fund uses derivatives, there may be imperfect correlation between the value of the underlying reference assets and the derivative, which may prevent a Fund from achieving its investment objective.

A Fund expects to use swaps on the underlying security. If the underlying security has a dramatic intraday move in value that causes a material decline in a Fund’s NAV, the terms of the swap agreement between the Fund and its counterparty may allow the counterparty to immediately close out of the transaction with the Fund. In such circumstances, a Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the Fund’s investment objective. This may prevent a Fund from achieving its investment objective. The value of an investment in a Fund may change quickly and without warning. Any financing, borrowing or other costs associated with using derivatives also may have the effect of lowering a Fund’s return.

In addition, a Fund’s investments in derivatives are subject to the following risks:

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return on or change in value of a particular dollar amount invested in a reference asset. Swap agreements are generally traded over-the-counter, and therefore, may not receive regulatory protection, which may exposure investors to significant losses.

A Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund’s operation and/or change the competitive landscape. In October 2020, the SEC adopted a new rule governing a fund’s use of derivatives. The new rule, among other things, generally requires a fund to adopt a derivatives risk management program, appoint a derivatives risk manager to oversee the program and comply with an outer limit on fund leverage risk based on value at risk, or “VaR.” Certain funds may be exempted from these requirements if they use derivatives only to a limited extent and in a limited manner and comply with certain other conditions set forth in the new rule. The new rule significantly changes the regulatory framework applicable to a fund’s use of derivatives, including by replacing the existing asset segregation regulatory framework in its entirety. A Fund will be required to comply with the new rule beginning in August 2022. When fully implemented, the new rule may require changes in how a Fund will use derivatives, may adversely affect the Fund’s performance and may increase costs related to the Fund’s use of derivatives.

•Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities or financial instruments, including Shares of a Fund. Under such circumstances, the ability to buy or sell certain portfolio securities or financial instruments may be restricted, which may result in a Fund being unable to buy or sell investments for its portfolio, may disrupt the Fund’s creation/redemption process and may temporarily prevent investors from buying and selling Shares of the Fund. In addition, a Fund may be unable to accurately price its investments, may fail to achieve performance that is correlated with its underlying security and may incur substantial losses.

•Emerging Markets Risk. A Fund may invest in securities in emerging markets. Investing in securities in emerging markets countries generally entails greater risks of loss or inability to achieve a Fund’s investment objective than investing in securities in developed markets countries globally, such as increased economic, political, regulatory or other uncertainties. These risks are elevated under current macro-economic, geopolitical and continuing global health conditions and include: (i) less social, political and economic stability and potentially more volatile currency exchange rates; (ii) the small current size of the markets for such securities, limited access to investments in the event of market closures (including due to local holidays), and the currently low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (iii) national policies (including sanctions programs) which may restrict a Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests, and trade barriers; (iv) foreign taxation; (v) the absence of developed legal systems, including structures governing private or foreign investment or allowing for judicial redress (such as limits on rights and remedies available to a Fund) for investment losses and injury to private property; (vi) lower levels of government regulation, which could lead to market manipulation, and less extensive and transparent accounting, auditing, recordkeeping, financial reporting and other requirements, which limit the quality and availability of financial information; (vii) high rates of inflation for prolonged periods; (viii) sensitivity to adverse political (including geopolitical) or social events affecting the global economy and the region where an emerging market is located compared to developed market securities; and (ix) particular sensitivity to global economic conditions, including adverse effects stemming from recessions, depressions, conflicts or other economic crises, or reliance on international or other forms of aid, including trade, taxation and development policies. Sovereign debt of emerging countries may be in default or present a greater risk of default, the risk of which is heightened given the current conditions. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging market countries (which themselves have increased investment risk relative to developed market countries) and, as a result, a Fund’s exposure to the risks associated with investing in emerging market countries are magnified if such Fund invests in frontier market countries.

•ETF Risks. Each Fund is an ETF, and, as a result of the structure, is exposed to the following risks:

◦Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. A Fund has a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

◦Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors also will incur the cost of the difference between the price at which an investor is willing to buy Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in a Fund, asset swings in a Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of

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buying or selling Shares, including bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

◦Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate a Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility or periods of steep market declines and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. The market price of Shares during the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade Shares. In times of severe market disruption, the bid/ask spread can increase significantly. At those times, Shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of Shares is falling fastest, which may be the time that you most want to sell your Shares. The Adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities. Because securities held by a Fund may trade on foreign exchanges that are closed when such Fund’s primary listing exchange is open, such Fund is likely to experience premiums or discounts greater than those of domestic ETFs.

◦Trading. Although Shares are listed for trading on the Exchange and may be listed or traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can be no assurance that an active trading market for such Shares will develop or be maintained. Trading in Shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules, which temporarily halt trading on the Exchange when a decline in the S&P 500 Index during a single day reaches certain thresholds (e.g., 7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading in Shares when extraordinary volatility causes sudden, significant swings in the market price of Shares. There can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.

•Foreign Issuer Exposure Risk. A Fund may invest in securities of foreign companies directly, or in financial instruments, such as swaps and depositary receipts, that are indirectly linked to the performance of foreign issuers. Investing in foreign investments, including investing in foreign securities through swaps and depositary receipts, involves certain special or additional risks, including, but not limited to: (i) unfavorable changes in currency exchange rates; (ii) unfavorable changes in applicable regulations; (iii) adverse political (including geopolitical) and economic developments; (iv) unreliable or untimely information; (v) limited legal recourse; (vi) limited markets; (vii) higher operational expenses; and (viii) illiquidity. These investments are subject to additional risks, including: differing reporting, accounting, and auditing standards; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; or other diplomatic developments, which may include the imposition of economic or trade sanctions or other measures by the U.S. or other governments and supranational organizations or changes in trade policies. These risks are heightened under the current conditions and may even be higher in underdeveloped or emerging markets. The less developed a country’s securities market is, the greater the level of risks. A Fund considers a security to be a foreign security if the issuer is organized under the laws of a foreign country or is a foreign government, or a sub-division or agency of such government, or the security is traded in markets outside the United States.

Economic sanctions or other political measures may be, and have been, imposed against certain countries, organizations, companies, entities and/or individuals. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate a Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Fund’s investments in such securities less liquid or more difficult to value or worthless. In addition, as a result of economic sanctions and other similar governmental actions or developments, a Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that have been imposed against Russia and other countries and that may further be imposed could vary broadly in scope, and their impact is impossible to predict. For example, the imposition of sanctions and other similar measures likely would, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could significantly delay or prevent the settlement of securities transactions or their valuation, and significantly impact a Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice.

Rising interest rates, in addition to widening credit spreads, may cause a decline in market liquidity. Foreign investments are normally issued and traded in foreign currencies. As a result, their values may be affected by changes in the exchange rates between particular foreign currencies and the U.S. dollar. Foreign investments may be subject to the risks of seizure or other involvement by a foreign government, imposition of restrictions on the exchange or transport of foreign currency, and tax

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increases, as is the case with the current Russia-Ukraine conflict. There also may be less information publicly available about a foreign company than about most U.S. companies, and foreign companies are usually not subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. The legal remedies for investors in foreign investments may be more limited than those available in the United States and a Fund may have limited or no legal recourse with respect to foreign securities. Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than domestic investments, which means a Fund may at times be unable to sell its foreign investments at desirable prices. For the same reason, a Fund may at times find it difficult to value its foreign investments. Brokerage commissions and other fees are generally higher for foreign investments than for domestic investments. The procedures and rules for settling foreign transactions or transactions involving foreign securities also may involve delays in payment, delivery or recovery of money or investments. Foreign withholding taxes may reduce the amount of income available to distribute to shareholders of a Fund.

•Geographic Concentration Risk. To the extent that the Fund invests a significant portion of its assets in the securities of companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region. For example, political and economic conditions and changes in regulatory, tax, or economic policy in a country could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Currency developments or restrictions, political and social instability, and changing economic conditions have resulted in significant market volatility.

◦Investments in China (BYD ETF, Kweichow Moutai ETF, Meituan ETF, and Tencent ETF only). Investment in and/or exposure to securities of Chinese issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in China could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Although the Chinese economy has grown rapidly during recent years and the Chinese government has implemented significant economic reforms to liberalize trade policy, promote foreign investment, and reduce government control of the economy, there can be no guarantee that economic growth or these reforms will continue. The Chinese economy also may experience slower growth if global or domestic demand for Chinese goods decreases significantly and/or key trading partners apply trade tariffs or implement other protectionist measures. The Chinese economy is susceptible to rising rates of inflation, economic recession, market inefficiency, volatility, and pricing anomalies that may be connected to governmental influence, a lack of publicly available information and/or political and social instability. The government of China maintains strict currency controls in order to achieve economic, trade and political objectives and regularly intervenes in the currency market. The Chinese government also plays a major role in the country’s economic policies regarding foreign investments. Foreign investors are subject to the risk of loss from expropriation or nationalization of their investment assets and property, governmental restrictions on foreign investments and the repatriation of capital invested. The Chinese government also may intervene or seek to control the operations, structure, or ownership of Chinese companies, including with respect to foreign investors of such companies. The regulatory requirements applicable to Chinese companies, including accounting standards and auditor oversight, generally are not comparable to those applicable to U.S. companies or companies organized and operating in more developed countries. As a result, information about the Chinese companies may be less reliable or incomplete. The lack of available information may be a significant obstacle to pursuing investigations into or litigation against Chinese companies, and as a shareholder, the Fund may have limited legal remedies. The Chinese securities markets are subject to frequent trading halts and low trading volume, resulting in substantially less liquidity and greater price volatility. These and other factors could have a negative impact on the Fund’s performance and increase the volatility of an investment in the Fund.

◦Investments in France (LVMH ETF only). Investment in and/or exposure to securities of French issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of French companies may subject the Fund to certain risks, including legal, regulatory, political, currency, security, and economic risks specific to France. The French economy is largely dependent on the economies of certain key trading partners, including Germany and other Western European countries. Reduction in spending on French products and services, or changes in any of the economies in Western Europe, including changes as a result of the United Kingdom’s decision to leave the European Union, may cause an adverse impact on the French economy. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, also may have an adverse effect on the French economy. The French economy is dependent on agricultural exports, and as a result, is susceptible to fluctuations in demand for agricultural products. In addition, France has experienced several terrorist attacks over the past several years, creating a climate of insecurity that has been detrimental to tourism.

◦Investments in Germany (Adidas ETF and Mercedes-Benz ETF only). Investment in and/or exposure to securities of German issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in Germany could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Germany is a member of the European Economic and Monetary Union (“EMU”) and the eurozone. Members of the EMU must comply with restrictions on inflation rates, deficits, debt levels, and fiscal and monetary controls. The implementation of any such restrictions or controls, the default of a European Union (“EU”) member country on its sovereign debt, significant

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fluctuations in the euro’s exchange rate, or a change in EU or governmental trade regulations could each have a significant impact on the German economy as well as the economies of some or all European countries. In addition, the economy of Germany may be significantly affected by changes in the economies of the EMU members or other European countries. Challenges related to the rebuilding of infrastructure and unemployment in the former area of East Germany also may impact Germany’s economy. In addition, the extent and duration of Russia’s military invasion of Ukraine, initiated in February 2022, and the broad-ranging economic sanctions levied against Russia by the United States, the European Union, the United Kingdom, and other countries, are impossible to predict, but these events could have a significant adverse impact on Germany’s economy and may adversely affect the Fund’s performance even in the absence of direct exposure to Russian securities. These and other factors could have a negative impact on the Fund’s performance.

◦Investments in India (Adani Green ETF, Reliance ETF, and Tata Consultancy ETF only). Investment in and/or exposure to securities of Indian issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Political and economic conditions and changes in regulatory, tax, or economic policy in India could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. The Indian economy may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy. With the exception of the economic downturn in 2020, over the last several years, the Indian economy has experienced generally sustained growth. There are no guarantees this will continue. While the Indian government has implemented economic structural reforms with the objective of liberalizing India’s exchange and trade policies, reducing the fiscal deficit, controlling inflation, promoting a sound monetary policy, reforming the financials sector, and placing greater reliance on market mechanisms to direct economic activity, there can be no assurance that these policies will continue or that the economic recovery will be sustained. Religious and border disputes persist in India. In addition, India has experienced civil unrest and hostilities with neighboring countries such as Pakistan. The Indian government has confronted separatist movements in several Indian states. Each of the factors described above could have a negative impact on the Fund’s performance and increase the volatility of the Fund.

◦Investments in Japan (Nintendo ETF and SoftBank ETF only). Investment in and/or exposure to securities of Japanese issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Japanese issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Japan. Japanese stocks tend to be more volatile than their U.S. counterparts, for reasons ranging from political and economic uncertainties to a higher risk that essential information may be incomplete or erroneous. Currency fluctuations also may significantly affect Japan’s economy. Though Japan is one of the world’s largest economic powers, Japanese economic growth has weakened after the sharp collapse of the stock market in the 1990s and has lagged the economic growth of other major developed countries. The Japanese economy is heavily dependent on international trade and has been adversely affected by trade tariffs and competition from other countries. Economic growth is, therefore, heavily dependent on international trade and consistent government support and policy. In addition, Japan’s economy is closely tied to its two largest trading partners, the U.S. and China, and economic volatility in either nation may create volatility in Japan’s economy and also affect the value of the Fund’s investments. In addition, Japan’s population is aging and shrinking, increasing the cost of Japan’s pension and public welfare system, lowering domestic demand, and making the country more dependent on exports to sustain its economy. Japan’s relations with neighbor countries, particularly China, North Korea, South Korea and Russia, which have historically at times been strained, also may negatively impact the Japanese economy. Japan is also prone to natural disasters such as earthquakes and tsunamis, and the Fund’s investments in Japan may be more likely to be affected by such events than its investments in other geographic regions. Any changes or trends in these economic, political and social factors could have a significant impact on Japan’s economy overall and may negatively affect the Fund’s investments.

◦Investments in South Korea (Hyundai ETF, Kakao ETF, Kia ETF, and Naver ETF only). Investments in securities of South Korean issuers involve risks that are specific to South Korea, including certain legal, regulatory, political, economic, currency and security risk. The economy of South Korea is heavily dependent on exports and the demand for certain finished goods. South Korea’s main industries include electronics, automobile production, chemicals, shipbuilding, steel, textiles, clothing, footwear, and food processing. Conditions that weaken demand for such products worldwide or in other Asian countries could have a negative impact on the Korean economy as a whole. The Korean economy’s reliance on international trade makes it highly sensitive to fluctuations in international commodity prices, currency exchange rates and government regulation, and vulnerable to downturns of the world economy, particularly with respect to its four largest export markets (the EU, Japan, United States, and China).

South Korea experienced modest economic growth during the years that led up to 2020, and South Korea has experienced an acceleration in economic growth in 2021, but such continued growth may slow due, in part, to the slower economic growth in China and the increased competitive advantage of Japanese exports with the weakened yen. Relations with North Korea could also have a significant impact on the economy of South Korea. Relations between South Korea and North Korea remain

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tense, as exemplified by periodic acts or threats of hostility, and the possibility of serious military engagement still exists. These and other factors could have a negative impact on the Fund’s performance.

◦Investments in Switzerland (Nestle ETF and Roche ETF only). Investment in and/or exposure to securities of Swiss issuers involves risks that may be greater than if the Fund’s investments were more geographically diverse. Investment in and/or exposure to securities of Swiss issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks specific to Switzerland. International trade is a large component of the Swiss economy and Switzerland depends upon exports to generate economic growth. The Swiss economy is heavily dependent on trading relationships with certain key trading partners, including the United States, United Kingdom, China, France and Germany and its economic growth generally mirrors slowdowns and growth spurts experienced in these and other countries. Changes in the price or the demand for Swiss products, trade regulations or currency exchange rates also could adversely impact the Swiss economy. Switzerland’s economy relies heavily on the banking sector, and in recent years, Switzerland has responded to increasing pressure from neighboring countries and trading partners to reform its banking secrecy laws. Due to the lack of natural resources, Switzerland is dependent upon imports for raw materials. As a result, any drastic fluctuations in the price of certain raw materials will likely have a significant impact on the Swiss economy.

•Hedging Risk. Derivatives used by a Fund to offset its exposure to the foreign currency in which the market price for its respective Target Issuer’s shares are denominated may not perform as intended. When a derivative is used as a hedge against a position that a Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the hedging transaction and the risk sought to be hedged. Since the derivatives used by a Fund to offset foreign currency exposure are generally reset on a monthly basis, currency risk can develop intra-month. There can be no assurance that a Fund’s hedging transactions will be effective. A Fund does not attempt to mitigate other factors which may have a greater impact on the Fund’s equity holdings and its performance than currency exposure. The value of an investment in a Fund could be significantly and negatively impacted if its respective Target Issuer’s foreign currency appreciates at the same time that the value of the Fund’s equity exposure to the respective Target Issuer depreciate.

•Indirect Investment Risk. A Fund’s Target Issuer is not affiliated with the Trust, the Adviser, the Sub-Adviser, or any affiliates thereof and is not involved with this offering in any way and has no obligation to consider its respective Fund in taking any corporate actions that might affect the value of the Fund. Investing in a Fund is not equivalent to investing in its Target Issuer. Fund shareholders, and in most cases, a Fund, will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the Fund’s Target Issuer.

•Investment in Investment Vehicles Risk. A Fund may purchase shares of investment companies, such as ETFs and other mutual funds to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly or when such investments present a more cost-efficient alternative to investing directly in securities. When a Fund invests in an investment company, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. Further, in part because of these additional expenses, the performance of an investment company may differ from the performance a Fund would achieve if it invested directly in the underlying investments of the investment company. While the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, a Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. For example, shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the lack of liquidity in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying portfolio securities. In addition, a Fund may invest in investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act and therefore, not subject to the regulatory scheme of the 1940 Act.

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technology system failures and network disruptions; losses or unauthorized access to or releases of confidential information; and legal and regulatory compliance risks.

•Liquidity and Valuation Risk. It may be difficult for a Fund to purchase and sell particular investments within a reasonable time at a favorable price. As a result, a Fund may be unable to achieve its desired level of investment exposure. In addition, a Fund may be unable to pay redemption proceeds within the requisite time period because of adverse market conditions, an unusually high volume of redemption requests or other reasons, unless it sells other portfolio investments under unfavorable conditions, thereby adversely affecting the Fund. A Fund’s ability to sell an instrument under favorable conditions also may be negatively impacted by, among other things, other market participants selling the same or similar instruments at the same time. If a Fund is unable to sell an investment at its desired time, the Fund may miss other investment opportunities while it holds investments it would prefer to sell, which could adversely affect the Fund’s performance. In addition, the liquidity of any Fund investment may change significantly over time as a result of market, economic, trading, issuer-specific and other factors. Dislocations in certain parts of markets are resulting in reduced liquidity for certain investments. It is uncertain when financial markets will improve and economic conditions will stabilize. Liquidity of financial markets also may be affected by government intervention and political, social, public health, economic or market developments.

In addition, during periods of reduced market liquidity, market turmoil or in the absence of readily available market quotations for particular investments in a Fund’s portfolio, the ability of the Fund to assign an accurate daily value to these investments may be difficult and the Adviser may be required to fair value the investments. Fair value determinations are inherently subjective and reflect good faith judgments based on available information. Accordingly, there can be no assurance that the determination of a security’s fair value in accordance with a Fund’s valuation procedures will in fact approximate the price at which the Fund could sell that security at that time (i.e., the sale price could differ, sometimes significantly, from the Fund’s last valuation for the security). A Fund (or the Adviser) rely on various sources of information to value investments and calculate NAV. A Fund may obtain pricing information from third parties that are believed to be reliable. In certain cases, this information may be unavailable or this information may be inaccurate because of errors by the third parties, technological issues, absence of current market data, or otherwise. As a result, a Fund’s ability to effectively value investments or calculate NAV may be adversely affected.

Investors who purchase or redeem Shares of a Fund on days when the Fund is holding fair valued securities may receive fewer or more Shares or lower or higher redemption proceeds than they would have received if the Fund had not fair valued the securities or had used a different valuation methodology. These risks may be magnified in a rising interest rate environment and, if a Fund holds a significant percentage of fair valued or otherwise difficult to value securities, the Fund may be particularly susceptible to the risks associated with valuation. Proportions of a Fund’s investments that are fair valued or difficult to value vary from time to time. In addition, during periods of market stress, a large portion of a Fund’s assets could potentially experience significant levels of illiquidity. A Fund’s shareholder reports contain more information about the Fund’s holdings that are fair valued or difficult to value. Investors should consider consulting these reports for additional information.

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•Management Risk. Each Fund is actively managed and may not meet its investment objective based on the Adviser’s and Sub-Adviser’s success or failure to implement the Fund’s strategies and to efficiently execute investment transactions, respectively. Each Fund invests in complex instruments, including swap agreements, as discussed above. Such instruments may create enhanced risks for a Fund, and the Adviser’s ability to control the Fund’s level of risk will depend on the Adviser’s skill in managing such instruments. In addition, the Adviser’s evaluations and assumptions regarding investments, interest rates, inflation, and other factors may not successfully achieve a Fund’s investment objective given actual market conditions.

•Market Capitalization Risk.

•Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors. These factors include events impacting the entire market or specific market segments, such as political, market and economic developments, as well as events that impact specific issuers. The Fund’s NAV and market price, like security and commodity prices generally, may fluctuate significantly in response to these and other factors. As a result, an investor could lose money over short or long periods of time. U.S. and international markets have experienced significant periods of volatility in recent years due to a number of economic, political and global macro factors, including public health issues, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. In addition, local, regional or global events such as war, including Russia’s invasion of Ukraine, acts of terrorism, spread of infectious diseases or other public health issues, recessions, rising inflation, or other events could have a significant negative impact on the Fund and its investments. These developments as well as other events could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, which could have an adverse effect on the Fund.

The COVID-19 pandemic has significantly impacted economies and markets around the world, including the United States. The pandemic has resulted in a wide range of social and economic disruptions, including closed borders, voluntary or compelled quarantines of large populations, stressed healthcare systems, reduced or prohibited domestic or international travel, supply chain disruptions, and so-called “stay-at-home” orders throughout much of the United States and many other countries. Financial markets have experienced extreme volatility and severe losses, and trading in many instruments has been disrupted. Some sectors of the economy and individual issuers have experienced particularly large losses. Such disruptions may continue for an extended period of time or reoccur in the future to a similar or greater extent. Liquidity for many instruments has been greatly reduced for periods of time. In response to these disruptions, the U.S. government and the Federal Reserve have taken extraordinary actions to support the domestic economy and financial markets. It is unknown how long circumstances related to the COVID-19 pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

•Money Market Instrument Risk. Money market instruments, including money market funds, depositary accounts and repurchase agreements may be used for cash management purposes. Money market funds may be subject to credit risk with respect to the short-term debt instruments in which they invest. Depository accounts may be subject to credit risk with respect to the financial institution in which the depository account is held. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and

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credit risk related to the collateral securing the repurchase agreement. Money market instruments may also be subject to credit risks associated with the instruments in which they invest. There is no guarantee that money market instruments will maintain a stable value, and they may lose money.

•New Fund Risk. Each Fund is a recently organized investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. Moreover, investors will not be able to evaluate a Fund against one or more comparable funds on the basis of relative performance until such Fund has established a track record.

•Non-Diversification Risk. Each Fund is “non-diversified,” and intends to invest a greater percentage of its assets in the securities of a single issuer than would a diversified fund. As a result, a Fund is more exposed to the risks associated with and developments affecting a single issuer – the Fund’s Target Issuer – than a fund that invests in a greater number of issuers representing multiple industries. This may increase a Fund’s volatility and will cause the performance of the Fund’s Target Issuer to have a significant impact on the Fund’s performance.

•Repurchase Agreements Risk. In the event of the insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to a Fund may be delayed. Such an insolvency may result in a loss to the extent that the value of the purchased securities or other assets decreases during the delay or that value has otherwise not been maintained at an amount equal to the repurchase price. The credit, liquidity and other risks associated with repurchase agreements are magnified to the extent a repurchase agreement is secured by collateral other than cash, government securities or liquid securities or instruments issued by an issuer that has an exceptionally strong credit quality.

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releases of confidential information; world events and economic conditions; increased government supervision; and legal and regulatory compliance risks.

•Sector Risk. To the extent a Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. A Fund may invest a significant portion of its assets in the following sector or sectors and, therefore, the performance of the Fund could be negatively impacted by events affecting each of these sectors.

◦Communication Services Sector Risk (Kakao ETF, Naver ETF, Nintendo ETF, SoftBank ETF, and Tencent ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Communication Services Sector that the Fund has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Communication Services Sector (“Communication Services Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Communication Services Sector. The performance of Communication Services Companies has historically been closely tied to the performance of the overall economy, and also is affected by economic growth, consumer confidence, attitudes and spending. Increased sensitivity to short product cycles and aggressive pricing, challenges in bringing products to market and changes in demographics and consumer tastes also can affect the demand for, and success of, communication services products and services in the marketplace.

◦Consumer Discretionary Sector Risk (Adidas ETF, BYD ETF, Hyundai ETF, Kia ETF, LVMH ETF, Meituan ETF, and Mercedes-Benz ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Consumer Discretionary Sector that the Fund has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Consumer Discretionary Sector (“Consumer Discretionary Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Discretionary Sector. The performance of Consumer Discretionary Companies has historically been closely tied to the performance of the overall economy, and may be widely affected by interest rates, competition, consumer confidence and relative levels of disposable household income and seasonal consumer spending. Changes in demographics and consumer tastes also can affect the demand for, and success of, consumer products and services in the marketplace. In addition, Consumer Discretionary Companies may be adversely affected and lose value more quickly in periods of economic downturns. The products offered by Consumer Discretionary Companies may be viewed as luxury items during times of economic downturn.

◦Consumer Staples Sector Risk (Kweichow Moutai ETF and Nestle ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Consumer Staples Sector that the Fund has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Consumer Staples Sector (“Consumer Staples Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Staples Sector. The performance of Consumer Staples Companies has historically been closely tied to the performance of the overall economy, and may fluctuate widely due to interest rates, competition, consumer confidence and relative levels of disposable household income and seasonal consumer spending. The performance of Consumer Staples Companies are subject to government regulations, such as those affecting the permissibility of using various food additives and production methods, which could affect company profitability. Tobacco companies may be adversely affected by the adoption of proposed legislation and/or by litigation. Also, the success of food and soft drinks may be strongly affected by fads, marketing campaigns and other factors affecting supply and demand.

◦Energy Sector Risk (Reliance ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Energy Sector that the Fund has exposure to will underperform the market as a whole either by declining in value or failing to perform as well. To the extent that the Fund’s investments are exposed to issuers conducting business in the Energy Sector (“Energy Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Energy Sector. The prices of the securities of Energy Companies may fluctuate widely due to the supply and demand both for their specific products or services and for energy products in general, the price of oil and gas, exploration and production spending, governmental regulation and environmental issues, and world events and economic conditions generally affecting energy supply companies. The prices of the securities of Energy Companies also may fluctuate widely due to changes in value and dividend yield, which depend largely on the price and supply of energy resources, international political events relating to oil producing countries, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies.

◦Health Care Sector Risk (Roche ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Health Care Sector that the Fund has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Health Care Sector (“Health Care Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Health Care Sector. The prices of the securities of Health Care Companies may fluctuate widely due to government regulation and approval of products and services, which can have a significant effect on price and availability. Furthermore,

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the types of products or services produced or provided by Health Care Companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial, and may have a significant impact on a Health Care Company’s market value and/or share price.

◦Information Technology Sector Risk (Tata Consultancy ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Information Technology Sector that the Fund has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Information Technology Sector (“Information Technology Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Information Technology Sector. The prices of the securities of Information Technology Companies may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, problems relating to bringing their products to market, very high price/earnings ratios, and high personnel turnover due to severe labor shortages for skilled technology professionals.

◦Utilities Sector Risk (Adani Green ETF only). The risk that the securities of, or financial instruments tied to the performance of, issuers in the Utilities Sector that the Fund purchases has exposure to will underperform the market as a whole. To the extent that the Fund’s investments are exposed to issuers conducting business in the Utilities Sector (“Utilities Companies”), the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Utilities Sector. The prices of the securities of Utilities Companies may fluctuate widely due to both federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies, and in foreign markets from both U.S. and foreign competitors. The prices of the securities of Utilities Companies may fluctuate widely due to government regulation; the effect of interest rates on capital financing; competitive pressures due to deregulation in the utilities industry; supply and demand for services; increased sensitivity to the cost of natural resources required for energy production; and environmental factors such as conservation of natural resources or pollution control.

•Single Security Risk. Issuer-specific attributes may cause an investment held by a Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole.

•Tax Risk. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other requirements. In particular, at each quarter end (A) at least 50% of the value of the Fund’s total assets must generally be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, and (B) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. If the Fund were to fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. Compliance with such diversification and other requirements may require the Fund to buy and sell the shares of its Target Issuer or correlated financial instruments more frequently which may lead to higher broker commissions and other portfolio transaction costs and the possibility of increased short-term capital gains.

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•U.S. Government Securities Risk. Different types of U.S. government securities have different relative levels of credit risk depending on the nature of the particular government support for that security. U.S. government securities may be supported by: (i) the full faith and credit of the United States government; (ii) the ability of the issuer to borrow from the U.S. Treasury; (iii) the credit of the issuing agency, instrumentality or government-sponsored entity (“GSE”); (iv) pools of assets (e.g., mortgage-backed securities); or (v) the United States in some other way. The U.S. government and its agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate in value and are subject to investment risks, and certain U.S. government securities may not be backed by the full faith and credit of the United States government. The value of U.S. government obligations may be adversely affected by changes in interest rates. It is possible that the issuers of some U.S. government securities will not have the funds to timely meet their payment obligations in the future and there is a risk of default. For certain agency and GSE issued securities, there is no guarantee the U.S. government or GSE will support the agency if it is unable to meet its obligations.

PORTFOLIO HOLDINGS INFORMATION

Information about each Fund’s daily portfolio holdings is available at www.roundhillinvestments.com. A complete description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”).

MANAGEMENT

Investment Adviser

Roundhill Financial Inc., a Delaware corporation located at 154 West 14th Street, 2nd Floor, New York, New York 10011, serves as the investment adviser to the Funds. The Adviser oversees the day-to-day operations of the Funds, subject to the general supervision and oversight of the Board. The Adviser also arranges for sub-advisory, transfer agency, custody, fund administration, distribution and all other services necessary for the Funds to operate. The Adviser is an SEC-registered investment adviser.

The Adviser continuously reviews, supervises, and administers each Fund’s investment program. In particular, the Adviser provides investment and operational oversight of the Sub-Adviser. The Board supervises the Adviser and establishes policies that the Adviser must follow in its day-to-day management activities.

For the services it provides to the Funds, the Adviser is entitled to a unified management fee, which is calculated daily and paid monthly, at an annual rate based on each Fund’s average daily net assets as set forth in the table below.


Fund			Management Fee
Roundhill TRAX Adani Green Shares			[ ]%
Roundhill TRAX Adidas Shares			[ ]%
Roundhill TRAX BYD Shares			[ ]%
Roundhill TRAX Hyundai Shares			[ ]%
Roundhill TRAX Kakao Shares			[ ]%
Roundhill TRAX Kia Shares			[ ]%
Roundhill TRAX Kweichow Moutai Shares			[ ]%
Roundhill TRAX LVMH Shares			[ ]%
Roundhill TRAX Meituan Shares			[ ]%
Roundhill TRAX Mercedes-Benz Shares			[ ]%
Roundhill TRAX Naver Shares			[ ]%
Roundhill TRAX Nestle Shares			[ ]%
Roundhill TRAX Nintendo Shares			[ ]%
Roundhill TRAX Reliance Shares			[ ]%
Roundhill TRAX Roche Shares			[ ]%
Roundhill TRAX SoftBank Shares			[ ]%

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Fund			Management Fee
Roundhill TRAX Tata Consultancy Shares			[ ]%
Roundhill TRAX Tencent Shares			[ ]%

Pursuant to an investment advisory agreement between the Trust, on behalf of each Fund, and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all expenses of the Funds except the fee paid to the Adviser 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 fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the “Excluded Expenses”). The Adviser, in turn, compensates the Sub-Adviser from the management fee it receives.

The basis for the Board’s approval of the Advisory Agreement will be included in the Funds’ first Annual or Semi-Annual Report to Shareholders after the commencement of operations.

Sub-Adviser

Exchange Traded Concepts, LLC, an Oklahoma limited liability company located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, is responsible for the day-to-day management of the Funds. An SEC-registered investment adviser formed in 2018, the Sub-Adviser is majority owned by Cottonwood ETF Holdings LLC.

The Sub-Adviser is responsible for trading portfolio securities for each Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board. For its services, the Sub-Adviser is entitled to a fee by the Adviser, which fee is calculated daily and paid monthly, at an annual rate based on the accumulative average daily net assets of each Roundhill TRAX Fund that Exchange Traded Concepts, LLC sub-advises, and subject to a minimum annual fee as follows:


Minimum Annual Fee			Asset-Based Fee
$[ ]			[ ] bps ([ ]%) on net assets

The basis for the Board’s approval of the Sub-Advisory Agreement will be included in the Funds’ first Annual or Semi-Annual Report to Shareholders after the commencement of operations.

Portfolio Managers

The individuals identified below are jointly and primarily responsible for the day-to-day management of each Fund’s portfolio.

Mr. Serowik joined the Sub-Adviser from Goldman Sachs. He began his career at Spear, Leeds & Kellogg, continuing with Goldman after its acquisition of SLK. During his career of more than 18 years at the combined companies, he held various roles, including managing the global Quant ETF Strats team and One Delta ETF Strats. He designed and developed systems for portfolio risk calculation, algorithmic ETF trading, and execution monitoring, with experience across all asset classes. He graduated from the University of Michigan with a Bachelor of Business Administration degree in Finance.

Mr. Alberico joined the Sub-Adviser in November 2020, having spent the past 14 years in ETF trading at Goldman Sachs, Cantor Fitzgerald, and, most recently, Virtu Financial. He spent most of that time focused on the Trading and Portfolio Risk Management of ETFs exposed to international and domestic equity. He has worked on several different strategies including lead market-making and electronic trading, to customer facing institutional business developing models for block trading as well as transitional trades. Mr. Alberico graduated from St. John’s University in NY with a Bachelor of Science degree in Finance.

Mr. Tan joined the Sub-Adviser in May 2019 as an Associate Portfolio Manager and was promoted to Portfolio Manager in December 2020. He began his career at UBS and BBR Partners where he worked as a financial planning analyst and a portfolio strategist for over four years. During his time there, he developed comprehensive wealth management solutions focused on portfolio optimization, trust and estate planning, and tax planning.

The Funds’ SAI provides additional information about the Portfolio Managers’ compensation structure, other accounts managed by the Portfolio Managers, and the Portfolio Managers’ ownership of Shares.

Other Service Providers

Foreside Fund Services, LLC (the “Distributor”) is the principal underwriter and distributor of each Fund’s Shares. The Distributor’s principal address is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Distributor will not distribute Shares in less than a whole Creation Unit, and it does not maintain a secondary market in the Shares. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by the Funds and is not affiliated with the Adviser, Sub-Adviser, or any of their respective affiliates.

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U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the administrator and transfer agent for the Funds.

U.S. Bank National Association, located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.

Morgan, Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington, D.C. 20004, serves as legal counsel to the Trust.

[ ], located at [ ], serves as the Funds’ independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing the annual financial statements of the Funds.

HOW TO BUY AND SELL SHARES

Each Fund issues and redeems Shares only in Creation Units at the NAV per share next determined after receipt of an order from an AP. Only APs may acquire Shares directly from a Fund, and only APs may tender their Shares for redemption directly to a Fund, at NAV. APs must be a member or participant of a clearing agency registered with the SEC and must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Funds’ transfer agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.

Most investors buy and sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the secondary market on the Exchange and can be bought and sold throughout the trading day like other publicly traded securities.

When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares, and receive less than NAV when you sell those Shares.

Book Entry

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares.

Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book entry or “street name” through your brokerage account.

Frequent Purchases and Redemptions of Shares

The Funds impose no restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by Fund shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem Shares directly with the Funds, are an essential part of the ETF process and help keep Share trading prices in line with NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, the Funds employ fair value pricing and may impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Funds in effecting trades. In addition, the Funds reserve the right to reject any purchase order at their discretion.

Determination of Net Asset Value

Each Fund’s NAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern time, each day the NYSE is open for business. The NAV for a Fund is calculated by dividing the applicable Fund’s net assets by its Shares outstanding.

In calculating its NAV, each Fund generally values its securities holdings at their current market value as reflected by readily available market quotations. The values of non-U.S. dollar denominated securities are converted to U.S. dollars using foreign currency exchange rates generally determined as of 4:30 p.m., London time (London Stock Exchange close). When market quotations for the Fund’s securities holdings are not readily available, including when they are determined by the Adviser to be unreliable, a Fund’s Board is responsible for determining the fair value of such securities and any investment held by such Fund that is not a security, including certain derivative instruments as described below.

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Fair Value Pricing

The Board has adopted valuation policies and procedures pursuant to which it has designated the Adviser to determine the fair value of a Fund’s investments, subject to the Board’s oversight, when market prices are not “readily available,” which includes market prices that are deemed to be unreliable. Such circumstances may arise when: (i) a security has been de-listed or its trading halted or suspended; (ii) a security’s primary pricing source is unable or unwilling to provide a price; (iii) a security’s primary trading market is closed during regular market hours; or (iv) a security’s value has been materially affected by events occurring after the close of the security’s primary trading market and before a Fund calculates its NAV. Generally, when determining the fair value of a Fund investment, the Adviser will take into account all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the security, general and/or specific market conditions and the specific facts giving rise to the need to fair value the security. Fair value determinations are made in good faith and in accordance with the fair value methodologies established by the Adviser. Due to the subjective and variable nature of determining the fair value of a security or other investment, there can be no assurance that the Adviser’s determined fair value will match any market quotation that subsequently becomes available or the price quoted or published by other sources and thus, a Fund may not be able to obtain the fair value assigned to an investment upon the sale of such investment.

Investments by Registered Investment Companies

Section 12(d)(1) of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies. Registered investment companies are permitted to invest in a Fund beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions, including that such investment companies enter into an agreement with the Funds.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

Each Fund expects to pay out dividends, if any, and distribute any net realized capital gains to its shareholders at least annually. Each Fund will declare and pay capital gain distributions in cash, if any. Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions to you.

Taxes

The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to investments in the Funds. Your investment in a Fund may have other tax implications. Please consult your tax advisor about the tax consequences of an investment in Shares, including the possible application of foreign, state, and local tax laws. This summary does not apply to Shares held in an IRA or other tax-qualified plans, which are generally not subject to current tax. Transactions relating to Shares held in such accounts may, however, be taxable at some time in the future. This summary is based on current tax laws, which may change.

Each Fund intends to qualify each year for treatment as a regulated investment company (a “RIC”). If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, a Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

Unless your investment in Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA, you need to be aware of the possible tax consequences when a Fund makes distributions, when you sell your Shares listed on the Exchange, and when you purchase or redeem Creation Units (APs only).

Taxes on Distributions

Each Fund intends to distribute, at least annually, substantially all of its net investment income and net capital gains income. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income or qualified dividend income. Taxes on distributions of capital gains (if any) are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her Shares. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by a Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by such Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains, which for non-corporate shareholders are subject to tax at reduced rates of up to 20% (lower rates apply to individuals in lower tax brackets). Distributions of short-term capital gain will generally be taxable as ordinary income. Dividends and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares.

Distributions reported by a Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided holding period and other requirements are met. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or

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eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. Corporate shareholders may be entitled to a dividends received deduction for the portion of dividends they receive from a Fund that are attributable to dividends received by the Fund from U.S. corporations, subject to certain limitations. For such dividends to be taxed as qualified dividend income to a non-corporate shareholder, a Fund must satisfy certain holding period requirements with respect to the underlying stock and the non-corporate shareholder must satisfy holding period requirements with respect to his or her ownership of such Fund’s Shares. Holding periods may be suspended for these purposes for stock that is hedged.

Shortly after the close of each calendar year, you will be informed of the amount and character of any distributions received from a Fund.

In general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares).

You may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable even though it may economically represent a return of a portion of your investment.

If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends) paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. Gains from the sale or other disposition of your Shares from non-U.S. shareholders generally are not subject to U.S. taxation, unless you are a nonresident alien individual who is physically present in the U.S. for 183 days or more per year. A Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Different tax consequences may result if you are a foreign shareholder engaged in a trade or business within the United States or if a tax treaty applies.

A Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares) generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and sale proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification number, who has underreported dividend or interest income, or who fails to certify that the shareholder is not subject to such withholding.

Taxes When Shares Are Sold on the Exchange

Provided that a shareholder holds Shares as capital assets, any capital gain or loss realized upon a sale of Shares generally is treated as a long-term capital gain or loss if Shares have been held for more than one year and as a short-term capital gain or loss if Shares have been held for one year or less. However, any capital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired, including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the disposition of Shares. The ability to deduct capital losses may be limited.

The cost basis of Shares of a Fund acquired by purchase will generally be based on the amount paid for the Shares and then may be subsequently adjusted for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain or loss realized on the sale or exchange of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your account.

Taxes on Purchases and Redemptions of Creation Units

An AP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation Units generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the value of the Creation Units at the time of the exchange and the exchanging AP’s aggregate basis in the securities delivered plus the amount of any cash paid for the Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value of the securities received, plus any cash received for such Creation Units. The Internal Revenue Service may assert, however, that a loss that is realized upon an exchange of securities for Creation Units may not be currently deducted under the rules governing “wash sales” (for an AP who does not mark-to-market their holdings) or on the basis that there has been no significant change in economic position. APs exchanging securities should consult their own tax advisor with respect to whether the wash sales rule applies and when a loss might be deductible.

A Fund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. A Fund may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the

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redemption in-kind. As a result, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.

Net Investment Income Tax

U.S. individuals with income exceeding specified thresholds are subject to a 3.8% tax on all or a portion of their “net investment income,” which includes interest, dividends, and certain capital gains (generally including capital gains distributions and capital gains realized on the sale of Shares). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.

The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in each Fund. It is not a substitute for personal tax advice. You also may be subject to state and local tax on Fund distributions and sales of Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all applicable tax laws. For more information, please see the section entitled “Federal Income Taxes” in the SAI.

DISTRIBUTION PLAN

The Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities and shareholder services.

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, because the fees are paid out of Fund assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

PREMIUM/DISCOUNT INFORMATION

Information regarding how often each Fund’s Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) its NAV is available on the Funds’ website at www.roundhillinvestments.com.

ADDITIONAL NOTICES

Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not responsible for, nor has it participated in the determination of, the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of the equation by which Shares are redeemable. The Exchange has no obligation or liability to owners of Shares in connection with the administration, marketing, or trading of Shares.

Without limiting any of the foregoing, in no event shall the Exchange have any liability for any lost profits or indirect, punitive, special, or consequential damages even if notified of the possibility thereof.

The Adviser and the Funds make no representation or warranty, express or implied, to the owners of Shares or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly.

FINANCIAL HIGHLIGHTS

Financial information is not available because the Funds have not commenced operations prior to the date of this Prospectus.

153

Roundhill TRAX Shares


Adviser	Roundhill Financial Inc. 154 West 14th Street, 2nd Floor New York, New York 10011	Transfer Agent and Administrator	U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202
Sub-Adviser	Exchange Traded Concepts, LLC 10900 Hefner Pointe Drive, Suite 400 Oklahoma City, Oklahoma 73120	Distributor	Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Custodian	U.S. Bank National Association 1555 N. Rivercenter Drive, Suite 302 Milwaukee, Wisconsin 53212	Legal Counsel	Morgan, Lewis & Bockius LLP 111 Pennsylvania Avenue, NW Washington, DC 20004-2541
Independent Registered Public Accounting Firm	[ ] [ ]

Investors may find more information about the Funds in the following documents:

Statement of Additional Information: The Funds’ SAI provides additional details about the investments of each Fund and certain other additional information. The SAI is on file with the SEC and is herein incorporated by reference into this Prospectus. It is legally considered a part of this Prospectus.

Annual/Semi-Annual Reports: Additional information about each Fund’s investments will be available in the Funds’ annual and semi-annual reports to shareholders. In the annual report, when available, you will find a discussion of the market conditions and investment strategies that significantly affected a Fund’s performance after the first fiscal year the Funds is in operation.

You can obtain free copies of these documents, request other information or make general inquiries about the Funds by contacting the Funds at c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling 1-800-617-0004.

Shareholder reports and other information about each Fund are also available:

•Free of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or

•Free of charge from the Fund’s Internet web site at www.roundhillinvestments.com; or

•For a fee, by e-mail request to publicinfo@sec.gov.

(SEC Investment Company Act File No. 811-23226)

154

THE INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

Roundhill TRAX Adani Green Shares ([ ])

Roundhill TRAX Adidas Shares ([ ])

Roundhill TRAX BYD Shares ([ ])

Roundhill TRAX Hyundai Shares ([ ])

Roundhill TRAX Kakao Shares ([ ])

Roundhill TRAX Kia Shares ([ ])

Roundhill TRAX Kweichow Moutai Shares ([ ])

Roundhill TRAX LVMH Shares ([ ])

Roundhill TRAX Meituan Shares ([ ])

Roundhill TRAX Mercedes-Benz Shares ([ ])

Roundhill TRAX Naver Shares ([ ])

Roundhill TRAX Nestle Shares ([ ])

Roundhill TRAX Nintendo Shares ([ ])

Roundhill TRAX Reliance Shares ([ ])

Roundhill TRAX Roche Shares ([ ])

Roundhill TRAX SoftBank Shares ([ ])

Roundhill TRAX Tata Consultancy Shares ([ ])

Roundhill TRAX Tencent Shares ([ ])

Each, a series of Listed Funds Trust

Principal U.S. Listing Exchange: [ ]

STATEMENT OF ADDITIONAL INFORMATION

[ ,20__]

This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectus dated [ ,20__], as may be supplemented from time to time (the “Prospectus”), of the Roundhill TRAX Adani Green Shares, Roundhill TRAX Adidas Shares, Roundhill TRAX BYD Shares, Roundhill TRAX Hyundai Shares, Roundhill TRAX Kakao Shares, Roundhill TRAX Kia Shares, Roundhill TRAX Kweichow Moutai Shares, Roundhill TRAX LVMH Shares, Roundhill TRAX Meituan Shares, Roundhill TRAX Mercedes-Benz Shares, Roundhill TRAX Naver Shares, Roundhill TRAX Nestle Shares, Roundhill TRAX Nintendo Shares, Roundhill TRAX Reliance Shares, Roundhill TRAX Roche Shares, Roundhill TRAX SoftBank Shares, Roundhill TRAX Tata Consultancy Shares, and Roundhill TRAX Tencent Shares (each a “Fund,” and, collectively, the “Funds”), each a series of Listed Funds Trust (the “Trust”). Capitalized terms used in this SAI that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained, without charge, by calling the Funds at 1-800-617-0004, visiting www.roundhillinvestments.com, or writing to the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

The Funds’ audited financial statements for the most recent fiscal year (when available) are incorporated into this SAI by reference to the Funds’ most recent Annual Report to Shareholders (File No. 811-23226). When available, you may obtain a copy of the Funds’ Annual Report at no charge by contacting the Funds at the address or phone number noted above.

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE TRUST			3
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVE S , POLICIES, AND RELATED RISKS			3
NON-DIVERSIFICATION			3
GENERAL RISKS			3
DESCRIPTION OF PERMITTED INVESTMENTS			4
INVESTMENT RESTRICTIONS			20
EXCHANGE LISTING AND TRADING			21
MANAGEMENT OF THE TRUST			21
PRINCIPAL SHAREHOLDERS, CONTROL PERSONS, AND MANAGEMENT OWNERSHIP			25
CODES OF ETHICS			25
PROXY VOTING POLICIES			26
INVESTMENT MANAGEMENT			26
INVESTMENT ADVISER			26
SUB-ADVISER			27
PORTFOLIO MANAGERS			27
DISTRIBUTOR			27
TRANSFER AGENT AND ADMINISTRATOR			29
CUSTODIAN			29
LEGAL COUNSEL			29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES			29
DESCRIPTION OF SHARES			29
LIMITATION OF TRUSTEES’ LIABILITY			30
BROKERAGE TRANSACTIONS			30
PORTFOLIO TURNOVER RATE			31
BOOK ENTRY ONLY SYSTEM			32
PURCHASE AND REDEMPTION OF CREATION UNITS			32
DETERMINATION OF NET ASSET VALUE			38
DIVIDENDS AND DISTRIBUTIONS			38
FEDERAL INCOME TAXES			39
FINANCIAL STATEMENTS			45
APPENDIX A			A-1

GENERAL INFORMATION ABOUT THE TRUST

The Trust is an open-end management investment company consisting of multiple investment series. This SAI relates only to the Funds. The Trust was organized as a Delaware statutory trust on August 26, 2016. The Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations adopted thereunder, as amended, the “1940 Act”), as an open-end management investment company, and the offering of each Fund’s shares (the “Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Trust is governed by its Board of Trustees (the “Board”).

Roundhill Financial Inc. (the “Adviser”) serves as investment adviser to the Funds. Exchange Traded Concepts, LLC (the “Sub-Adviser”) serves as investment sub-adviser to the Funds.

Each Fund offers and issues Shares at their net asset value (“NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”). Each Fund generally offers and issues Shares in exchange for the deposit of cash totaling the NAV of the Creation Units. The Trust reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security or other instrument in a Fund’s portfolio. Shares are listed on the [ ] (the “Exchange”) and trade on the Exchange at market prices that may differ from the Shares’ NAV. Shares also are redeemable only in Creation Unit aggregations, primarily in exchange for a specified cash payment. A Creation Unit of each Fund generally consists of [ ] Shares, though this may change from time to time. As a practical matter, only institutions or large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares are not redeemable securities.

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVE, POLICIES, AND RELATED RISKS

Each Fund’s investment objective and principal investment strategies are described in the Prospectus. The following information supplements, and should be read in conjunction with, the Prospectus. For a description of certain permitted investments, see “Description of Permitted Investments” in this SAI.

With respect to each Fund’s investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment limitation.

NON-DIVERSIFICATION

Each Fund is classified as a non-diversified investment company under the 1940 Act. A “non-diversified” classification means that a Fund is not limited by the 1940 Act with regard to the percentage of its total assets that may be invested in the securities of a single issuer. This means that a Fund may invest a greater portion of its total assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. The securities of a particular issuer may constitute a greater portion of a Fund’s portfolio. This may have an adverse effect on a Fund’s performance or subject Shares of a Fund to greater price volatility than more diversified investment companies. Moreover, in pursuing its investment objective, each Fund may hold the securities of a single issuer in an amount exceeding 10% of the value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code of 1986, as amended (the “Code”). In particular, as a Fund’s size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer.

Although each Fund is non-diversified for purposes of the 1940 Act, a Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a “regulated investment company” (“RIC”) for purposes of the Code. Compliance with the diversification requirements of the Code may limit the investment flexibility of a Fund and may make it less likely that such Fund will meet its investment objective. To qualify as a RIC under the Code, a Fund must meet the Diversification Requirement described in the section titled “Federal Income Taxes” in this SAI.

General Risks

The value of a Fund’s portfolio securities may fluctuate with changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular security or issuer and changes in general economic or political conditions. An investor in a Fund could lose money over short or long periods of time.

There can be no guarantee that a liquid market for the securities held by a Fund will be maintained. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of Shares will be adversely affected if trading markets for a Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.

Cybersecurity Risk. Investment companies, such as the Funds, and their service providers may be subject to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting a Fund or the Adviser, Sub-Adviser, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact a Fund. For instance, cyber-attacks may interfere with the

processing of shareholder transactions, impact a Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential company information, impede trading, subject a Fund to regulatory fines or financial losses, and cause reputational damage. A Fund also may incur additional costs for cybersecurity risk management purposes. Similar types of cybersecurity risks also are present for issuers of securities in which a Fund invests, which could result in material adverse consequences for such issuers, and may cause a Fund’s investments in such portfolio companies to lose value.

Recent Events. Beginning in the first quarter of 2020, financial markets in the United States and around the world experienced extreme and in many cases unprecedented volatility and severe losses due to the pandemic caused by COVID‑19, a novel coronavirus. The pandemic has resulted in a wide range of social and economic disruptions, including closed borders, voluntary or compelled quarantines of large populations, stressed healthcare systems, reduced or prohibited domestic or international travel, supply chain disruptions, and so-called “stay-at-home” orders throughout much of the United States and many other countries. The fall-out from these disruptions included the rapid closure of businesses deemed “non-essential” by federal, state, or local governments and rapidly increasing unemployment, as well as greatly reduced liquidity for certain instruments at times. Some sectors of the economy and individual issuers have experienced particularly large losses. Such disruptions may continue for an extended period of time or reoccur in the future to a similar or greater extent. In response, the U.S. government and the Federal Reserve have taken extraordinary actions to support the domestic economy and financial markets. It is unknown how long circumstances related to the pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other pandemics or epidemics in the future could adversely affect Fund performance.

DESCRIPTION OF PERMITTED INVESTMENTS

The following are descriptions of the Funds’ permitted investments and investment practices and the associated risk factors. A Fund will only invest in any of the following instruments or engage in any of the following investment practices if such investment or activity is consistent with that Fund’s investment objective and permitted by the Fund’s stated investment policies. Each of the permitted investments described below applies to each Fund unless otherwise noted.

Borrowing

Each Fund may borrow money to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time. Borrowing for investment purposes is one form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. Because substantially all of a Fund’s assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV per share of the Fund will increase more when the Fund’s portfolio assets increase in value and decrease more when the Fund’s portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds. Under adverse conditions, a Fund might have to sell portfolio securities to meet interest or principal payments at a time when investment considerations would not favor such sales.

Each Fund also may borrow money to facilitate management of the Fund’s portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio instruments would be inconvenient or disadvantageous. Such borrowing is not for investment purposes and will be repaid by the Fund promptly. As required by the 1940 Act, a Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of a Fund’s assets should fail to meet this 300% coverage test, the Fund, within three days (not including Sundays and holidays), will reduce the amount of the Fund’s borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so.

Borrowing will tend to exaggerate the effect on NAV of any increase or decrease in the market value of the borrowing Fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased. A Fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition to the foregoing, each Fund is authorized to borrow money as a temporary measure for extraordinary or emergency purposes in amounts not in excess of 5% of the value of the Fund’s total assets. Borrowings for extraordinary or emergency purposes are not subject to the foregoing 300% asset coverage requirement.

Debt Securities

In general, a debt security represents a loan of money to the issuer by the purchaser of the security. A debt security typically has a fixed payment schedule that obligates the issuer to pay interest to the lender and to return the lender’s money over a certain time period. A company typically meets its payment obligations associated with its outstanding debt securities before it declares and pays any dividend to holders of its equity securities. Bonds, notes and commercial paper are examples of debt securities and differ in the length of the issuer’s principal repayment schedule, with bonds carrying the longest repayment schedule and commercial paper the shortest.

Debt securities are all generally subject to interest rate, credit, income and prepayment risks and, like all investments, are subject to liquidity and market risks to varying degrees depending upon the specific terms and type of security. The Adviser attempts to reduce credit and market risk through diversification of a Fund’s portfolio and ongoing credit analysis of each issuer, as well as by monitoring economic developments, but there can be no assurance that it will be successful at doing so.

Inflation-Indexed Bonds. Inflation-indexed bonds are debt securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semi-annual coupon.

Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months were 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years’ inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. A Fund may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

A Fund’s investments in debt securities may subject the Fund to the following risks:

Credit risk. Debt securities are subject to the risk of an issuer’s (or other party’s) failure or inability to meet its obligations under the security. Multiple parties may have obligations under a debt security. An issuer or borrower may fail to pay principal and interest when due. A guarantor, insurer or credit support provider may fail to provide the agreed upon protection. A counterparty to a transaction may fail to perform its side of the bargain. An intermediary or agent interposed between the investor and other parties may fail to perform the terms of its service. Also, performance under a debt security may be linked to the obligations of other persons who may fail to meet their obligations. The credit risk associated with a debt security could increase to the extent that a Fund’s ability to benefit fully from its investment in the security depends on the performance by multiple parties of their respective contractual or other obligations. The market value of a debt security is also affected by the market’s perception of the creditworthiness of the issuer.

A Fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount of credit risk than they actually do by the market, the Adviser or the rating agencies. Credit risk is generally greater where less information is publicly available, where fewer covenants safeguard the investors’ interests, where collateral may be impaired or inadequate, where little legal redress or regulatory protection is available, or where a party’s ability to meet obligations is speculative. Additionally, any inaccuracy in the information used by the Fund to evaluate credit risk may affect the value of securities held by a Fund.

Obligations under debt securities held by a Fund may never be satisfied or, if satisfied, only satisfied in part.

Some securities are subject to risks as a result of a credit downgrade or default by a government, or its agencies or, instrumentalities. Credit risk is a greater concern for high-yield debt securities and debt securities of issuers whose ability to pay interest and principal may be considered speculative. Debt securities are typically classified as investment grade-quality (medium to highest credit quality)

or below investment grade-quality (commonly referred to as high-yield or junk bonds). Many individual debt securities are rated by a third-party source, such as Moody’s Investors Service (Moody’s) or Standard & Poor’s Financial Services (S&P®), to help describe the creditworthiness of the issuer.

Credit ratings risk. The Adviser performs its own independent investment analysis of securities being considered for a Fund’s portfolio, which includes consideration of, among other things, the issuer’s financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the issuer’s management and regulatory matters. The Adviser also considers the ratings assigned by various investment services and independent rating agencies, such as Moody’s and S&P, that publish ratings based upon their assessment of the relative creditworthiness of the rated debt securities. Generally, a lower rating indicates higher credit risk. Higher yields are ordinarily available from debt securities in the lower rating categories. These ratings are described at the end of this SAI under “Description of Ratings.”

Using credit ratings to evaluate debt securities can involve certain risks. For example, ratings assigned by the rating agencies are based upon an analysis completed at the time of the rating of the obligor’s ability to pay interest and repay principal. Rating agencies typically rely to a large extent on historical data which may not accurately represent present or future circumstances. Ratings do not purport to reflect the risk of fluctuations in market value of the debt security and are not absolute standards of quality and only express the rating agency’s current opinion of an obligor’s overall financial capacity to pay its financial obligations. A credit rating is not a statement of fact or a recommendation to purchase, sell or hold a debt obligation. Also, credit quality can change suddenly and unexpectedly, and credit ratings may not reflect the issuer’s current financial condition or events since the security was last rated. Rating agencies may have a financial interest in generating business, including from the arranger or issuer of the security that normally pays for that rating, and providing a low rating might affect the rating agency’s prospects for future business. While rating agencies have policies and procedures to address this potential conflict of interest, there is a risk that these policies will fail to prevent a conflict of interest from impacting the rating.

Extension risk. A Fund is subject to extension risk, which is the risk that the market value of some debt securities, particularly mortgage securities and certain asset-backed securities, may be adversely affected when bond calls or prepayments on underlying mortgages or other assets are less or slower than anticipated. Extension risk may result from, for example, rising interest rates or unexpected developments in the markets for the underlying assets or mortgages. As a consequence, the security’s effective maturity will be extended, resulting in an increase in interest rate sensitivity to that of a longer-term instrument. Extension risk generally increases as interest rates rise. This is because, in a rising interest rate environment, the rate of prepayment and exercise of call or buy-back rights generally falls and the rate of default and delayed payment generally rises. When the maturity of an investment is extended in a rising interest rate environment, a below-market interest rate is usually locked-in and the value of the security reduced. This risk is greater for fixed-rate than variable-rate debt securities.

Income risk. A Fund is subject to income risk, which is the risk that the Fund’s income will decline during periods of falling interest rates or when the Fund experiences defaults on debt securities it holds. A Fund’s income declines when interest rates fall because, as the Fund’s higher-yielding debt securities mature or are prepaid, a Fund must re-invest the proceeds in debt securities that have lower, prevailing interest rates. The amount and rate of distributions that a Fund’s shareholders receive are affected by the income that the Fund receives from its portfolio holdings. If the income is reduced, distributions by a Fund to shareholders may be less.

Fluctuations in income paid to a Fund are generally greater for variable rate debt securities. A Fund will be deemed to receive taxable income on certain securities which pay no cash payments until maturity, such as zero-coupon securities. A Fund may be required to sell portfolio securities that it would otherwise continue to hold in order to obtain sufficient cash to make the distribution to shareholders required for U.S. tax purposes.

Inflation risk. The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by a Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends.

Interest rate risk. The market value of debt securities generally varies in response to changes in prevailing interest rates. Interest rate changes can be sudden and unpredictable. In addition, short-term and long-term rates are not necessarily correlated to each other as short-term rates tend to be influenced by government monetary policy while long-term rates are market driven and may be influenced by macroeconomic events (such as economic expansion or contraction), inflation expectations, as well as supply and demand. During periods of declining interest rates, the market value of debt securities generally increases. Conversely, during periods of rising interest rates, the market value of debt securities generally declines. This occurs because new debt securities are likely to be issued with higher interest rates as interest rates increase, making the old or outstanding debt securities less attractive. In general, the market prices of long-term debt securities or securities that make little (or no) interest payments are more sensitive to interest rate fluctuations than shorter-term debt securities. The longer a Fund’s average weighted portfolio duration, the greater the potential impact a change in interest rates will have on its share price. Also, certain segments of the fixed income markets, such as high quality bonds, tend to be more sensitive to interest rate changes than other segments, such as lower-quality bonds.

Prepayment risk. Debt securities, especially bonds that are subject to “calls,” such as asset-backed or mortgage-backed securities, are subject to prepayment risk if their terms allow the payment of principal and other amounts due before their stated maturity. Amounts

invested in a debt security that has been “called” or “prepaid” will be returned to an investor holding that security before expected by the investor. In such circumstances, the investor, such as a fund, may be required to re-invest the proceeds it receives from the called or prepaid security in a new security which, in periods of declining interest rates, will typically have a lower interest rate. Prepayment risk is especially prevalent in periods of declining interest rates and will result for other reasons, including unexpected developments in the markets for the underlying assets or mortgages. For example, a decline in mortgage interest rates typically initiates a period of mortgage refinancings. When homeowners refinance their mortgages, the investor in the underlying pool of mortgage-backed securities (such as a fund) receives its principal back sooner than expected, and must reinvest at lower, prevailing rates.

Securities subject to prepayment risk are often called during a declining interest rate environment and generally offer less potential for gains and greater price volatility than other income-bearing securities of comparable maturity.

Call risk is similar to prepayment risk and results from the ability of an issuer to call, or prepay, a debt security early. If interest rates decline enough, the debt security’s issuer can save money by repaying its callable debt securities and issuing new debt securities at lower interest rates.

Depositary Receipts

To the extent a Fund invests in stocks of foreign corporations, such Fund’s investment in securities of foreign companies may be in the form of depositary receipts or other securities convertible into securities of foreign issuers. American Depositary Receipts (“ADRs”) are dollar-denominated receipts representing interests in the securities of a foreign issuer, which securities may not necessarily be denominated in the same currency as the securities into which they may be converted. ADRs are receipts typically issued by U.S. banks and trust companies which evidence ownership of underlying securities issued by a foreign corporation. Generally, ADRs in registered form are designed for use in domestic securities markets and are traded on exchanges or over-the-counter in the United States.

Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”), and International Depositary Receipts (“IDRs”) are similar to ADRs in that they are certificates evidencing ownership of shares of a foreign issuer; however, GDRs, EDRs, and IDRs may be issued in bearer form and denominated in other currencies and are generally designed for use in specific or multiple securities markets outside the U.S. EDRs, for example, are designed for use in European securities markets, while GDRs are designed for use throughout the world. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities.

The Funds will not invest in any unlisted depositary receipts or any depositary receipt that the Adviser or Sub-Adviser deems to be illiquid or for which pricing information is not readily available. In addition, all depositary receipts generally must be sponsored. However, a Fund may invest in unsponsored depositary receipts under certain limited circumstances. The issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the value of the depositary receipts.

Derivative Instruments

Generally, derivatives are financial instruments whose value depends on or is derived from, the value of one or more underlying assets, reference rates, or indices or other market factors (a “reference instrument”) and may relate to stocks, bonds, interest rates, credit, currencies, commodities or related indices. Derivative instruments can provide an efficient means to gain or reduce exposure to the value of a reference instrument without actually owning or selling the instrument. Some common types of derivatives include options, futures, forwards and swaps.

Derivative instruments may be used for “hedging,” which means that they may be used when the Adviser seeks to protect a Fund’s investments from a decline in value resulting from changes to interest rates, market prices, currency fluctuations or other market factors. Derivative instruments also may be used for other purposes, including to seek to increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short or negative positions), implement a tax or cash management strategy, gain exposure to a particular security or segment of the market, modify the effective duration of a Fund’s portfolio investments and/or enhance total return. However derivative instruments are used, their successful use is not assured and will depend upon, among other factors, the Adviser’s ability to gauge relevant market movements.

Derivative instruments may be used for purposes of direct hedging. Direct hedging means that the transaction must be intended to reduce a specific risk exposure of a portfolio security or its denominated currency and must also be directly related to such security or currency. A Fund’s use of derivative instruments may be limited from time to time by policies adopted by the Board or the Adviser.

Because some derivative instruments used by a Fund may oblige the Fund to make payments or incur additional obligations in the future, the SEC requires investment companies to “cover” or segregate liquid assets equal to the potential exposure created by such derivatives. See “Borrowing” above for more information on a Fund’s obligation to cover or segregate such assets.

Options. An option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy an underlying reference instrument, such as a specified security, currency, index, or other instrument, from the writer of the option (in the case of a call option), or to sell a specified reference instrument to the writer of the option (in the case of a put option) at a designated price during the term of the option. The premium paid by the buyer of an option will reflect, among other things, the relationship of the exercise price to the market price and the volatility of the underlying reference instrument, the remaining term of the option, supply,

demand, interest rates and/or currency exchange rates. An American style put or call option may be exercised at any time during the option period while a European style put or call option may be exercised only upon expiration or during a fixed period prior thereto. Put and call options are traded on national securities exchanges and in the OTC market.

Options traded on national securities exchanges are within the jurisdiction of the SEC or other appropriate national securities regulator, as are securities traded on such exchanges. As a result, many of the protections provided to traders on organized exchanges will be available with respect to such transactions. In particular, all option positions entered into on a national securities exchange in the United States are cleared and guaranteed by the Options Clearing Corporation, thereby reducing the risk of counterparty default. Furthermore, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the OTC market, potentially permitting the Fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements. There is no assurance, however, that higher than anticipated trading activity or other unforeseen events might not temporarily render the capabilities of the Options Clearing Corporation inadequate, and thereby result in the exchange instituting special procedures which may interfere with the timely execution of the Fund’s orders to close out open options positions.

Purchasing call and put options. As the buyer of a call option, a Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at the exercise price at any time during the option period (for American style options). A Fund may enter into closing sale transactions with respect to call options, exercise them, or permit them to expire. For example, a Fund may buy call options on underlying reference instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase is effected. Unless the price of the underlying reference instrument changes sufficiently, a call option purchased by a Fund may expire without any value to the Fund, in which case the Fund would experience a loss to the extent of the premium paid for the option plus related transaction costs.

As the buyer of a put option, a Fund has the right to sell the underlying reference instrument at the exercise price at any time during the option period (for American style options). Like a call option, a Fund may enter into closing sale transactions with respect to put options, exercise them or permit them to expire. A Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put) as a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying reference instrument. Such hedge protection is provided only during the life of the put option when a Fund, as the buyer of the put option, is able to sell the underlying reference instrument at the put exercise price, regardless of any decline in the underlying instrument’s market price. A Fund may also seek to offset a decline in the value of the underlying reference instrument through appreciation in the value of the put option. A put option may also be purchased with the intent of protecting unrealized appreciation of an instrument when the Adviser deems it desirable to continue to hold the instrument because of tax or other considerations. The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution when the instrument is eventually sold. Buying put options at a time when the buyer does not own the underlying reference instrument allows the buyer to benefit from a decline in the market price of the underlying reference instrument, which generally increases the value of the put option.

If a put option was not terminated in a closing sale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal to or greater than the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of the underlying reference instrument must decline sufficiently below the exercise price to cover the premium and transaction costs.

Writing call and put options. Writing options may permit the writer (seller) to generate additional income in the form of the premium received for writing the option. The writer of an option may have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. Writing “covered” call options means that the writer owns the underlying reference instrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.

If a Fund writes a covered call option, any underlying reference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of the Fund as segregated to satisfy its obligations under the option. A Fund will be unable to sell the underlying reference instruments that are subject to the written call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of the underlying reference instruments from segregation. As the writer of a covered call option, a Fund gives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise in value. If the value of the underlying reference instrument rises above the exercise price of the call option, the reference instrument will likely be “called away,” requiring a Fund to sell the underlying instrument at the exercise price. In that case, a Fund will sell the underlying reference instrument to the option buyer for less than its market value, and the Fund will experience a loss (which will be offset by the premium received by the Fund as the writer of such option). If a call option expires unexercised, a Fund will realize a gain in the amount of the premium received. If the market price of the underlying reference instrument decreases, the call option will not be exercised and the Fund will be able to use the amount of the premium received to hedge against the loss in value of the underlying reference instrument. The exercise price of a call option will be chosen based upon

the expected price movement of the underlying reference instrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current value of the underlying reference instrument at the time the option is written.

As the writer of a put option, a Fund has a risk of loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument declines below the exercise price of the put option and the put option is exercised, a Fund, as the writer of the put option, will be required to buy the instrument at the exercise price, which will exceed the market value of the underlying reference instrument at that time. A Fund will incur a loss to the extent that the current market value of the underlying reference instrument is less than the exercise price of the put option. However, the loss will be offset in part by the premium received from the buyer of the put. If a put option written by a Fund expires unexercised, the Fund will realize a gain in the amount of the premium received.

The writing of call options by a Fund may significantly reduce or eliminate its ability to make distributions eligible to be treated as qualified dividend income. Covered call options may also be subject to the federal tax rules applicable to straddles under the Code. If positions held by a Fund were treated as “straddles” for federal income tax purposes, or a Fund’s risk of loss with respect to a position was otherwise diminished as set forth in Treasury regulations, dividends on stocks that are a part of such positions would not constitute qualified dividend income subject to such favorable income tax treatment. In addition, generally, straddles are subject to certain rules that may affect the amount, character and timing of the Fund’s gains and losses with respect to straddle positions.

Closing out options (exchange-traded options). If the writer of an option wants to terminate its obligation, the writer may effect a “closing purchase transaction” by buying an option of the same series as the option previously written. The effect of the purchase is that the clearing corporation will cancel the option writer’s position. However, a writer may not effect a closing purchase transaction after being notified of the exercise of an option. Likewise, the buyer of an option may recover all or a portion of the premium that it paid by effecting a “closing sale transaction” by selling an option of the same series as the option previously purchased and receiving a premium on the sale. There is no guarantee that either a closing purchase or a closing sale transaction may be made at a time desired by a Fund. Closing transactions allow a Fund to terminate its positions in written and purchased options. A Fund will realize a profit from a closing transaction if the price of the transaction is less than the premium received from writing the original option (in the case of written options) or is more than the premium paid by a Fund to buy the option (in the case of purchased options). For example, increases in the market price of a call option sold by a Fund will generally reflect increases in the market price of the underlying reference instrument. As a result, any loss resulting from a closing transaction on a written call option is likely to be offset in whole or in part by appreciation of the underlying instrument owned by a Fund.

Risks of options. A Fund’s options investments involve certain risks, including general risks related to derivative instruments. There can be no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and a Fund may have difficulty effecting closing transactions in particular options. Therefore, a Fund would have to exercise the options it purchased in order to realize any profit, thus taking or making delivery of the underlying reference instrument when not desired. A Fund could then incur transaction costs upon the sale of the underlying reference instruments. Similarly, when a Fund cannot effect a closing transaction with respect to a put option it wrote, and the buyer exercises, a Fund would be required to take delivery and would incur transaction costs upon the sale of the underlying reference instruments purchased. If a Fund, as a covered call option writer, is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying reference instrument until the option expires, it delivers the underlying instrument upon exercise, or it segregates enough liquid assets to purchase the underlying reference instrument at the marked-to-market price during the term of the option. When trading options on non-U.S. exchanges or in the OTC market, many of the protections afforded to exchange participants will not be available. For example, there may be no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over an indefinite period of time.

The effectiveness of an options strategy for hedging depends on the degree to which price movements in the underlying reference instruments correlate with price movements in the relevant portion of a Fund’s portfolio that is being hedged. In addition, a Fund bears the risk that the prices of its portfolio investments will not move in the same amount as the option it has purchased or sold for hedging purposes, or that there may be a negative correlation that would result in a loss on both the investments and the option. If the Sub-Adviser is not successful in using options in managing a Fund’s investments, the Fund’s performance will be worse than if the Sub-Adviser did not employ such strategies.

Derivatives Regulatory Risk

New rules and regulations could, among other things, restrict a Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. The costs of derivatives transactions also may increase due to regulatory requirements imposed on clearing members, which may cause clearing members to raise their fees to cover the costs of additional capital requirements and other regulatory changes applicable to the clearing members. Certain aspects of these regulations are still being implemented, so their potential impact on a Fund and the financial system are not yet known. While the regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is

no assurance that the mechanisms imposed under the regulations will achieve that result, and in the meantime, as noted above, central clearing, minimum margin requirements and related requirements expose a Fund to new kinds of risks and costs.

Most recently, on October 28, 2020, the SEC adopted Rule 18f-4 (the “Derivatives Rule”) under the 1940 Act. The Derivatives Rule, which a Fund will be required to comply with on August 19, 2022, provide for the regulation of registered investment companies’ use of derivatives and certain related instruments (e.g., reverse repurchase agreements). The Derivatives Rule, among other things, limits derivatives exposure through one of two value-at-risk (“VaR”) tests and eliminates the asset segregation framework for covering derivatives and certain financial instruments established by the SEC’s Release 10666 and subsequent staff guidance. The Derivatives Rule also requires a fund to either develop and implement a derivatives risk management program or derivatives risk management policies and procedures, satisfy new testing requirements, and comply with new board and SEC reporting requirements. The impact of the Derivatives Rule on a fund depends on whether the fund is required to comply with all of the provisions of the Derivatives Rule because it invests a significant portion of its assets in derivatives transactions or is considered a limited derivatives user because it limits its derivatives exposure to 10% of its assets. To the extent a Fund invests in derivatives, complying with the Derivatives Rule may affect such Fund’s ability to invest in derivatives to its desired extent and/or increase the cost of the Fund’s derivatives investments, both of which could adversely affect the Fund’s ability to achieve its investment objective.

Equity Securities

Equity securities, such as the common stock of an issuer, are subject to stock market fluctuations and therefore may experience volatile changes in value as market conditions, consumer sentiment or the financial condition of the issuers change. A decrease in value of the equity securities in a Fund’s portfolio also may cause the value of such Fund’s Shares to decline.

An investment in the Funds should be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of a Fund’s portfolio securities and therefore a decrease in the value of Shares). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic or banking crises.

Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, generally have inferior rights to receive payments from the issuer in comparison with the rights of creditors or holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount payable at maturity (whose value, however, is subject to market fluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.

Types of Equity Securities:

Common Stocks — Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the company’s board of directors.

Preferred Stocks — Preferred stocks also are units of ownership in a company. Preferred stocks normally have preference over common stock in the payment of dividends and the liquidation of the company. However, in all other respects, preferred stocks are subordinated to the liabilities of the issuer. Unlike common stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred stock, and sinking fund preferred stock.

Generally, the market values of preferred stock with a fixed dividend rate and no conversion element vary inversely with interest rates and perceived credit risk.

Small- and Mid-Capitalization Companies — The securities of small- and mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of larger-capitalization companies. The securities of small- and mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger capitalization stocks or the stock market as a whole. Some small- or mid-capitalization companies have limited product lines, markets, and financial and managerial resources and tend to concentrate on fewer geographical markets relative to larger capitalization companies. There is typically less publicly available information concerning small- and mid-capitalization companies than for larger, more established companies. Small- and mid-capitalization companies also may be particularly sensitive to changes in interest rates, government regulation, borrowing costs, and earnings.

Large-Capitalization Companies — Investments in large-capitalization companies may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large-capitalization companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high

growth rate of successful smaller companies, especially during extended periods of economic expansion. As such, returns on investments in stocks of large-capitalization companies could trail the returns on investments in stocks of small- and mid-capitalization companies.

Tracking Stocks — A tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to “track” the performance of such business unit or division. The tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the same rights as holders of the company’s common stock.

Illiquid Investments

A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments. An illiquid investment means any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If illiquid investments exceed 15% of the Fund’s net assets, certain remedial actions will be taken as required by Rule 22e-4 under the 1940 Act and the Fund’s policies and procedures.

A Fund may not be able to sell illiquid securities when the Adviser considers it desirable to do so or may have to sell such securities at a price that is lower than the price that could be obtained if the securities were more liquid. In addition, the sale of illiquid securities also may require more time and may result in higher dealer discounts and other selling expenses than does the sale of securities that are not illiquid. Illiquid securities also may be more difficult to value due to the unavailability of reliable market quotations for such securities, and investment in illiquid securities may have an adverse impact on NAV.

Investment Company Securities

The Funds may invest in the securities of other investment companies, including ETFs and money market funds, subject to applicable limitations under Section 12(d)(1) of the 1940 Act and the rules thereunder. Pursuant to Section 12(d)(1), a Fund may invest in the securities of another investment company (the “acquired company”) provided that such Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of such Fund; or (iii) securities issued by the acquired company and all other investment companies (other than treasury stock of such Fund) having an aggregate value in excess of 10% of the value of the total assets of the applicable Fund. Under certain circumstances, including in compliance with Rule 12d1-4 under the 1940 Act, the Funds may invest its assets in securities of investment companies, including money market funds, in excess of the limits discussed above.

Investing in another pooled vehicle exposes a Fund to all the risks of that pooled vehicle. In addition, if a Fund invests in and, thus, is a shareholder of, another investment company, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the Fund to the Fund’s own investment adviser and the other expenses that the Fund bears directly in connection with the Fund’s own operations.

Non-U.S. Securities

The Funds may invest in issuers located outside the United States directly, or in financial instruments that are indirectly linked to the performance of foreign issuers. Examples of such financial instruments include ADRs, GDRs, EDRs, IDRs, “ordinary shares,” and “New York shares” issued and traded in the United States (see “Depositary Receipts” above for more information about ADRs, GDRs, EDRs and IDRs). Investments in non-U.S. equity securities involve certain risks that may not be present in investments in Unites States. securities. For example, non-U.S. securities may be subject to currency risks or to foreign government taxes. There may be less information publicly available about a non-U.S. issuer than about a U.S. issuer, and a foreign issuer may or may not be subject to uniform accounting, auditing and financial reporting standards and practices comparable to those in the United States. Other risks of investing in such securities include political or economic instability in the country involved, the difficulty of predicting international trade patterns and the possibility of imposition of exchange controls. The prices of such securities may be more volatile than those of domestic securities. With respect to certain foreign countries, there is a possibility of expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, difficulty in obtaining and enforcing judgments against foreign entities or diplomatic developments which could affect investment in these countries. Losses and other expenses may be incurred in converting between various currencies in connection with purchases and sales of foreign securities. Since foreign exchanges may be open on days when the Funds do not price their Shares, the value of the securities in a Fund’s portfolio may change on days when shareholders will not be able to purchase or sell the Funds’ Shares. Conversely, Shares may trade on days when foreign exchanges are closed. Each of these factors can make investments in the Funds more volatile and potentially less liquid than other types of investments.

Non-U.S. stock markets may not be as developed or efficient as, and may be more volatile than, those in the United States. While the volume of shares traded on non-U.S. stock markets generally has been growing, such markets usually have substantially less volume than U.S. markets. Therefore, a Fund’s investment in non-U.S. equity securities may be less liquid and subject to more rapid and

erratic price movements than comparable securities listed for trading on U.S. exchanges. Non-U.S. equity securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. There may be less government supervision and regulation of foreign stock exchanges, brokers, banks and listed companies abroad than in the United States. Moreover, settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences may include delays beyond periods customary in the United States. and practices, such as delivery of securities prior to receipt of payment, that increase the likelihood of a failed settlement, which can result in losses to a Fund. The value of non-U.S. investments and the investment income derived from them may also be affected unfavorably by changes in currency exchange control regulations. Foreign brokerage commissions, custodial expenses and other fees are also generally higher than for securities traded in the United States. This may cause a Fund to incur higher portfolio transaction costs than domestic equity funds. Fluctuations in exchange rates may also affect the earning power and asset value of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and interest payments may be repatriated based on the exchange rate at the time of disbursement, and restrictions on capital flows may be imposed.

Set forth below for certain markets in which a Fund may invest are brief descriptions of some of the conditions and risks in each such market.

Investments in China and Hong Kong. Investment in Chinese issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to China. Investing either directly or indirectly in issuers organized, listed or domiciled in China involves special considerations not typically associated with investing in countries with more democratic governments or more established economies or securities markets. Such risks may include: (i) the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty (including the risk of war); (iii) dependency on exports and the corresponding importance of international trade; (iv) increasing competition from Asia’s other low-cost emerging economies; (v) higher rates of inflation; (vi) controls on foreign investment and limitations on repatriation of invested capital; (vii) greater governmental involvement in and control over the economy; (viii) the risk that the Chinese government may decide not to continue to support the economic reform programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (ix) the fact that Chinese companies, particularly those located in China, may be smaller, less seasoned and newly organized; (x) the differences in, or lack of, auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly in China where, for example, the Public Company Accounting Oversight Board (“PCAOB”) lacks access to inspect PCAOB-registered accounting firms; (xi) the fact that statistical information regarding the economy of China may be inaccurate or not comparable to statistical information regarding the United States. or other economies; (xii) the less extensive, and still developing, regulation of the securities markets, business entities and commercial transactions; (xiii) the fact that the settlement period of securities transactions in foreign markets may be longer; (xiv) the fact that the willingness and ability of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain; (xv) the risk that it may be more difficult, or impossible, to obtain and/or enforce a judgment than in other countries; (xvi) the rapid and erratic nature of growth, particularly in China, resulting in inefficiencies and dislocations; (xvii) the risk that, because of the degree of interconnectivity between the economies and financial markets of China and Hong Kong, any sizable reduction in the demand for goods from China, or an economic downturn in China, could negatively affect the economy and financial market of Hong Kong as well; and (xviii) the risk that certain companies in a Fund’s Index may have dealings with countries subject to sanctions or embargoes imposed by the U.S. Government or identified as state sponsors of terrorism.

China also is vulnerable economically to the impact of a public health crisis, which could depress consumer demand, reduce economic output, and potentially lead to market closures, travel restrictions, and quarantines, all of which would negatively impact China’s economy and could affect the economies of its trading partners.

After many years of steady growth, the growth rate of China’s economy has recently slowed. Although this slowdown was to some degree intentional, the slowdown also has slowed the once rapidly growing Chinese real estate market and left local governments with high debts with few viable means to raise revenue, especially with the fall in demand for housing. Despite its attempts to restructure its economy towards consumption, China remains heavily dependent on exports. Accordingly, China is susceptible to economic downturns abroad, including any weakness in demand from its major trading partners, including the United States, Japan, and Europe. In addition, China’s aging infrastructure, worsening environmental conditions, rapid and inequitable urbanization, quickly widening urban and rural income gap, domestic unrest and provincial separatism all present major challenges to the country. Further, China’s territorial claims, including its land reclamation projects and the establishment of an Air Defense Identification Zone over islands claimed and occupied by Japan, are another source of tension and present risks to diplomatic and trade relations with certain of China’s regional trade partners.

Investments in Hong Kong also are subject to certain political risks not associated with other investments. Following the establishment of the People’s Republic of China by the Communist Party in 1949, the Chinese government renounced various debt obligations incurred by China’s predecessor governments, which obligations remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not take similar action in the future. Investments in China and Hong Kong involve risk of a total loss due to government action or inaction. China has committed by treaty to preserve Hong Kong’s autonomy and its economic, political and social freedoms for 50 years from the July 1, 1997 transfer of sovereignty from Great Britain to China. However, if China would exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be

negatively affected, which in turn could negatively affect markets and business performance. In addition, the Hong Kong dollar trades at a fixed exchange rate in relation to (or, is “pegged” to) the U.S. dollar, which has contributed to the growth and stability of the Hong Kong economy. However, it is uncertain how long the currency peg will continue or what effect the establishment of an alternative exchange rate system would have on the Hong Kong economy. Because a Fund’s NAV is denominated in U.S. dollars, the establishment of an alternative exchange rate system could result in a decline in a Fund’s NAV. These and other factors could have a negative impact on a Fund’s performance.

Investments in Emerging Markets. Investing in companies domiciled in emerging market countries may be subject to greater risks than investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes; (iii) foreign exchanges, broker-dealers, custodians and clearinghouses may be subject to less scrutiny and regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on dollar or euro payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in the local currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations of the securities, and (xi) lax and irregular financial reporting, substandard disclosure, and differences in accounting standards may make it difficult to ascertain the financial health of an issuer. All of these risks are especially heightened under current conditions.

Many emerging market countries suffer from uncertainty and corruption in their legal and political systems. Legislation may be difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private property may be weak or non-existent. A change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Certain emerging market countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no assurance that such expropriation will not occur in the future. In such an event, it is possible that a fund could lose the entire value of its investments in the affected market. Similarly, a lack of social, political, and economic stability among emerging market countries can be common and may lead to social unrest, an uneven distribution of wealth, labor strikes, religious oppression, and civil wars. Economic instability in emerging market countries may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation, and rapid fluctuations in inflation rates; (iii) high levels of unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v) imposition of trade barriers, all of which can contribute to increased volatility.

Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers for reasons apart from factors that affect the soundness and competitiveness of the issuers. For instance, prices may be unduly influenced by traders who control large positions in these markets. Foreign security trading, settlement and custodial practices (including those involving securities settlements where fund assets may be released prior to receipt of payment) are often less developed than in U.S. markets and may result in increased investment or valuation risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than with U.S. investments.

Currencies of emerging market countries are subject to significantly greater risks than currencies of developed countries. Some emerging market currencies may not be internationally traded or may be subject to strict controls by local governments, resulting in undervalued or overvalued currencies. In addition, currency hedging techniques may be unavailable in certain emerging market countries. Some emerging market countries have experienced balance of payment deficits and shortages in foreign exchange reserves. Governments have responded by restricting currency conversions. Future restrictive exchange controls could prevent or restrict a company’s ability to make dividend or interest payments in the original currency of the obligation (usually U.S. dollars). Moreover, even though the currencies of some emerging market countries may be convertible into U.S. dollars, the conversion rates may be artificial to their actual market values.

In the past, governments of many emerging market countries have become overly reliant on the international capital markets and other forms of foreign credit to finance large public spending programs, which can cause huge budget deficits. Often, interest payments have become too overwhelming for these governments to meet, representing a large percentage of total GDP. These foreign obligations have become the subject of political debate and have served as fuel for political parties of the opposition, which pressure the governments not to make payments to foreign creditors, but instead to use these funds for social programs. Either due to an inability to pay or submission to political pressure, the governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary suspension of interest payments, or have defaulted. These events

have adversely affected the values of securities issued by the governments and corporations domiciled in these emerging market countries and have negatively affected not only their cost of borrowing, but their ability to borrow in the future as well.

In addition to their over-reliance on international capital markets, many emerging economies also are highly dependent on international trade and exports, including exports of oil and other commodities. As a result, these economies are particularly vulnerable to downturns of the world economy. The recent global economic crisis weakened the global demand for their exports and tightened international credit supplies and, as a result, many emerging countries are facing significant economic difficulties and some countries have fallen into recession and recovery may be gradual.

Investments in Europe. Most developed countries in Western Europe are members of the European Union (the “EU”), and many also are members of the European Monetary Union (the “EMU”), which requires compliance with restrictions on inflation rates, deficits, and debt levels. Unemployment in certain European nations is historically high and several countries face significant debt problems. These conditions can significantly affect every country in Europe. The euro is the official currency of the EU. A Fund, through its investments in Europe, may have significant exposure to the euro and events affecting the euro. Recent market events affecting several of the EU member countries have adversely affected the sovereign debt issued by those countries, and ultimately may lead to a decline in the value of the euro. A significant decline in the value of the euro may produce unpredictable effects on trade and commerce generally and could lead to increased volatility in financial markets worldwide.

The UK formally exited from the EU on January 31, 2020 (known as “Brexit”), and effective December 31, 2020, the UK ended a transition period during which it continued to abide by the EU’s rules and the UK’s trade relationships with the EU were generally unchanged. Following this transition period, the impact on the UK and European economies and the broader global economy could be significant, resulting in negative impacts, such as increased volatility and illiquidity, potentially lower economic growth on markets in the UK, Europe, and globally, and changes in legal and regulatory regimes to which certain Fund assets are or become subject, any of which may adversely affect the value of Fund investments. The effects of Brexit will depend, in part, on agreements the UK negotiates to retain access to EU markets, including, but not limited to, current trade and finance agreements. Brexit could lead to legal and tax uncertainty and potentially divergent national laws and regulations, as the UK determines which EU laws to replace or replicate. The extent of the impact of the withdrawal negotiations in the UK and in global markets, as well as any associated adverse consequences, remain unclear, and the uncertainty may have a significant negative effect on the value of a Fund investments. If one or more other countries were to exit the EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.

Investments in France. Investment in French issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to France. Recently, new concerns emerged in relation to the economic health of the EU. These concerns have led to downward pressure on certain EU member states, including France. Interest rates on France’s debt may rise to levels that make it difficult for it to service high debt levels without significant financial help from, among others, the European Central Bank and could potentially result in default. In addition, the French economy is dependent to a significant extent on the economies of certain key trading partners, including Germany and other Western European countries. External demand for French exports may be negatively impacted by the United Kingdom’s departure from the EU. Reduction in spending on French products and services, or changes in any of the economies, may cause an adverse impact on the French economy. In addition, France has been subject to acts of terrorism, which has created a climate of insecurity that has been detrimental to tourism and may lead to further adverse economic consequences. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, also may have an adverse effect on the French economy. The French economy is dependent on exports from the agricultural sector. Leading agricultural exports include dairy products, meat, wine, fruit and vegetables, and fish. As a result, the French economy is susceptible to fluctuations in demand for agricultural products. These and other factors, including the potential consequences of sanctions related to the Russian invasion of Ukraine and the withdrawal of the United Kingdom from the EU as described under “Investments in Europe,” could have a negative impact on a Fund’s performance.

Investments in Germany. Investment in German issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to Germany. Germany, as a member of the EMU, must comply with certain restrictions on inflation rates, deficits, debt levels, and fiscal and monetary controls. The implementation of any such restrictions or controls, the default of an EU member country on its sovereign debt, significant fluctuations in the euro’s exchange rate, or a change in EU or governmental trade regulations could each have a significant impact on the German economy. In addition, challenges related to the rebuilding of infrastructure and unemployment in former East Germany also may impact the German economy. Recently, new concerns have emerged in relation to the economic health of the EU. These concerns have led to tremendous downward pressure on certain financial institutions, including German financial services companies. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, also may have an adverse effect on the German economy. The German economy is dependent to a significant extent on the economies of certain key trading partners, including the United States, France, Italy and other European countries. Reduction in spending on German products and services, or changes in any of the economies may have an adverse impact on the German economy. In addition, heavy regulation of labor and product markets in Germany may have an adverse effect on German issuers. Such regulations may negatively impact economic growth or cause prolonged periods of recession. These and other factors, including the potential consequences of sanctions related to the Russian invasion of

Ukraine and the withdrawal of the United Kingdom from the EU as described under “Investments in Europe,” could have a negative impact on a Fund’s performance.

Investments in India. Investment in Indian issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to India. India is considered an emerging market and, therefore, investments in India may be more volatile and less liquid and may offer higher potential for gains and losses than investments in more developed markets. Economic and political structures in India may lack the stability of more developed nations. In addition, political and legal uncertainty, greater government control over the economy, currency fluctuations or blockage and the risk of nationalization or expropriation of assets may result in higher potential for losses. Monsoons and other natural disasters in India and surrounding regions also may affect the value of Fund investments.

Moreover, governmental actions can have a significant effect on the economic conditions in India, which could adversely affect the value and liquidity of a Fund’s investments. The securities markets in India are comparatively underdeveloped, and stockbrokers and other intermediaries may not perform as well as their counterparts in the United States and other more developed securities markets. The limited liquidity of the Indian securities markets also may affect a Fund’s ability to acquire or dispose of securities at the price and time that it desires.

Global factors and foreign actions may inhibit the flow of foreign capital on which India is dependent to sustain its growth. In addition, the Reserve Bank of India (the “RBI”) has imposed limits on foreign ownership of Indian securities, which may decrease the liquidity of a Fund’s portfolio and result in extreme volatility in the prices of Indian securities. These factors, coupled with the lack of extensive accounting, auditing and financial reporting standards and practices, as compared to the United States, may increase a Fund’s risk of loss.

In addition, the laws relating to limited liability of corporate shareholders, fiduciary duties of officers and directors, protection of investor interest and the bankruptcy of enterprises are generally less well developed than, and different from, such laws in the United States. In the recent past, there have been several significant proposals to tax regulations that could significantly increase the level of taxes on investment. Additional risks include the imposition or modification of foreign exchange controls on foreign investment. It may be more difficult to obtain a judgment in Indian courts than it is in the United States. Further, certain Indian regulatory approvals, including approvals from the Securities and Exchange Board of India, the RBI, the central government and the tax authorities (to the extent that tax benefits need to be utilized), may be required before a Fund can make investments in the securities of Indian companies.

In recent years, companies in the technology sector have grown and represent a significant portion of the total capitalization of the Indian securities market. The value of these companies will generally fluctuate in response to technological and regulatory developments. The stock markets in the region are undergoing a period of growth and change, which may result in trading or price volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant laws and regulations. The securities industry in India is comparatively underdeveloped, and stockbrokers and other intermediaries may not perform as well as their counterparts in the United States and other more developed securities markets. In some cases, physical delivery of securities in small lots has been required in India and a shortage of vault capacity and trained personnel has existed among qualified custodial Indian banks. These and other factors could have a negative impact on a Fund’s performance.

Investments in Japan. Investment in Japanese issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to Japan. After three decades of strong economic growth, Japan’s economy fell into a long recession in the 1990s. After a few years of mild recovery in the mid-2000s, Japan’s economy fell into another recession as a result of the recent global economic crisis. Recently, the growth of Japan’s economy has lagged that of its Asian neighbors and other major developed economies, and uncertainties about its recovery remain. Going forward, Japan’s economy faces several concerns, including huge government debt, high unemployment, an aging and shrinking population, an unstable financial sector, and low domestic consumption

Japanese unemployment levels and the aging and shrinking population have become areas of increasing concern. Japan’s labor market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness. Also of concern are Japan’s trade surpluses. As a trade-dependent nation long used to high levels of government protection, it is unclear how the Japanese economy will react to the potential adoption of the trade liberalization measures promoted by their trading partners. Japan’s heavy dependence on international trade has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic condition of its trading partners. Japan’s high volume of exports has caused trade tensions, particularly with the Unites States. The relaxing of official and de facto barriers to imports, or hardships created by any pressures brought by trading partners, could adversely affect Japan’s economy. Additionally, the Japanese yen has fluctuated widely at times and the strength of the yen itself may prove an impediment to strong continued exports and economic recovery, because it makes Japanese goods sold in other countries more expensive and reduces the value of foreign earnings repatriated to Japan. Since the Japanese economy is so dependent on exports, any fall off in exports may be seen as a sign of economic weakness, which may adversely affect the market.

The most pressing need for action is financial sector reform and securing public support for taxpayer-funded bailouts, although internal conflict over the proper way to reform has stifled progress. Banks, in particular, must dispose of their bad loans and trim their balance sheets in preparation for greater competition from foreign institutions as more areas of the financial sector are opened. In addition, the Japanese securities markets are less regulated than the U.S. markets, shareholders’ rights are not always enforced, and evidence has emerged of instances of distortion of market prices to serve political or other purposes. Successful financial sector reform would allow Japan’s financial institutions to act as a catalyst for economic recovery at home and across the Asian region.

Because Japan’s economy and equity market share a strong correlation with the U.S. markets, the Japanese economy may be affected by economic problems in the United States. Japan also has growing economic relationships with China and other Southeast Asian countries, and thus Japan’s economy also may be affected by economic, political or social instability in those countries. For instance, Japan is particularly susceptible to the slowing economic growth in China, Japan’s second largest export market. Despite a strengthening in the economic relationship between Japan and China, the countries’ political relationship has at times been strained in recent years, and an increase in tension could adversely affect the economy and destabilize the region as a whole. Japanese securities also may be subject to a lack of liquidity; excessive taxation; government seizure of assets; different legal or accounting standards and less government supervision and regulation of exchanges than in the United States.

The natural disasters that have impacted Japan and the ongoing recovery efforts have had a negative effect on Japan’s economy and its nuclear energy industry and may continue to do so. The risks of natural disasters occurring, and the resulting damage, continue to exist and could have a severe and negative impact on a fund’s holdings in Japanese securities. Japan also has one of the world’s highest population densities, and a natural disaster centered in or near Tokyo, Osaka, or Nagoya could have a particularly devastating effect on Japan’s financial markets. Additionally, Japan has few natural resources and remains heavily dependent on oil imports. Any fluctuation or shortage in the commodity markets could have a negative impact on Japanese securities.

Japan’s relations with its neighbors, particularly China, North Korea, South Korea and Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the Japanese government has shown concern over the increased nuclear and military activity by North Korea and China. Strained relations may cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy, particularly in times of crisis.

Investments in South Korea. Investment in South Korean issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to South Korea.

South Korean investments may be significantly affected by events influencing its economy, which is heavily dependent on exports. South Korea’s main industries include electronics, automobile production, chemicals, shipbuilding, steel, textiles, clothing, footwear, and food processing. Conditions that weaken demand for such products worldwide or in other Asian countries could have a negative impact on the South Korean economy as a whole. The South Korean economy’s reliance on international trade makes it highly sensitive to fluctuations in international commodity prices, currency exchanges rates and government regulation, and vulnerable to downturns of the world economy, particularly with respects to its four largest export markets (the EU, Japan, United States, and China). South Korea has experienced modest economic growth in recent years, but such continued growth may slow due, in part, to the economic slowdown in China and the increased competitive advantage of Japanese exports with the weakened yen. The South Korean economy’s long-term challenges include an aging population, inflexible labor market, and overdependence on exports to drive economic growth. It also is dependent on foreign sources for its energy needs. A significant increase in energy prices could have an adverse impact on the South Korean economy. In addition, substantial political tensions exist between North Korea and South Korea and recently these political tensions have escalated. The outbreak of hostilities between the two nations, or even the threat of an outbreak of hostilities, will likely adversely impact the South Korean economy.

Investments In Switzerland. Investment in Swiss issuers may subject a Fund to legal, regulatory, political, currency, security, and economic risks specific to Switzerland. Among other things, Switzerland’s economy is heavily dependent on trading relationships with certain key trading partners, including the United States, United Kingdom, China, France and Germany. Future changes in the price or the demand for Swiss products or services by the United States, United Kingdom, China, France and Germany or changes in these countries’ economies, trade regulations or currency exchange rates could adversely impact the Swiss economy and the issuers to which a Fund has exposure. Switzerland’s economy relies heavily on the banking sector, and in recent years, Switzerland has responded to increasing pressure from neighboring countries and trading partners to reform its banking secrecy laws. Recently, allegations have surfaced that certain Swiss banking institutions marketed and sold offshore tax evasion services to U.S. citizens. Future litigation or settlements arising from these accusations may have a negative impact on certain companies to which a Fund has exposure. Due to the lack of natural resources, Switzerland is dependent upon imports for raw materials. As a result, any drastic price fluctuations in the price of certain raw materials will likely have a significant impact on the Swiss economy. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, may have an adverse effect on the Swiss economy. These and other factors, including the potential consequences of sanctions related to the Russian invasion of Ukraine and the withdrawal of the United Kingdom from the EU as described under “Investments in Europe,” could have a negative impact on a Fund’s performance.

Political, Economic and Other Risks. Investing in securities of non-U.S. companies may entail additional risks due to the potential political and economic instability of certain countries and the risks of expropriation, nationalization, seizure, confiscation of companies or assets, or the imposition of restrictions on foreign investment and on repatriation of capital invested. In the event of such expropriation, seizure, nationalization or other confiscation by any country, a Fund could lose its entire investment in the country.

Certain foreign markets may rely heavily on particular industries or foreign capital, making these markets more vulnerable to diplomatic developments, the imposition of economic sanctions against particular countries or industries, trade barriers, and other protectionist or retaliatory measures.

As a result of any investments in non-U.S. companies, a Fund would be subject to the political and economic risks associated with investments in emerging markets. Changes in the leadership or policies of the governments of emerging market countries or in the leadership or policies of any other government that exercises a significant influence over those countries may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and thereby eliminate any investment opportunities that may currently exist.

Upon the accession to power of authoritarian regimes, the governments of a number of emerging market countries previously expropriated large quantities of real and personal property similar to the property represented by the securities purchased by a Fund. The claims of property owners against those governments were never settled. There can be no assurance that any property represented by securities purchased by a Fund will not also be expropriated, nationalized, seized or otherwise confiscated. If such confiscation were to occur, a Fund could lose a substantial portion or all of its investments in such countries. A Fund’s investments would similarly be adversely affected by exchange control regulation in any of those countries.

Certain countries in which a Fund may invest may have vocal factions that advocate radical or revolutionary philosophies or support independence. Any disturbance on the part of such individuals could carry the potential for widespread destruction or confiscation of property owned by individuals and entities foreign to such country and could cause the loss of a Fund’s investment in those countries.

Political and economic developments, or adverse investor perceptions of such developments, may affect a Fund’s foreign holdings or exposures and may cause the Fund’s investments to become less liquid. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments (such as is currently the case against Russia), or from problems in share registration, settlement or custody, may result in losses. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. These types of measures may include, but are not limited to, banning a sanctioned country from global payment systems that facilitate cross-border payments, restricting the settlement of securities transactions by certain investors, and freezing the assets of particular countries, entities, or persons. The imposition of sanctions and other similar measures likely would, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country, downgrades in the credit ratings of the sanctioned country or companies located in or economically tied to the sanctioned country, devaluation of the sanctioned country’s currency, and increased market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent a Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact a Fund’s liquidity, valuation and performance.

Other Short-Term Instruments

Each Fund may invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds; (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A‑1” by S&P or, if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

Repurchase Agreements

Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a

financial instrument (e.g., a security issued by the U.S. government or an agency thereof, a banker’s acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business Day). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by the applicable Fund and is unrelated to the interest rate on the underlying instrument.

In these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by the Custodian until repurchased. No more than an aggregate of 15% of a Fund’s net assets will be invested in illiquid investments, including repurchase agreements having maturities longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.

The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by a Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

Securities Lending

Each Fund may lend portfolio securities in an amount up to one-third of its total assets to brokers, dealers and other financial institutions. In a portfolio securities lending transaction, a Fund receives from the borrower an amount equal to the interest paid or the dividends declared on the loaned securities during the term of the loan as well as the interest on the collateral securities, less any fees (such as finders or administrative fees) the Fund pays in arranging the loan. A Fund may share the interest it receives on the collateral securities with the borrower. The terms of each Fund’s loans permit it to reacquire loaned securities on five business days’ notice or in time to vote on any important matter. Loans are subject to termination at the option of the applicable Fund or borrower at any time, and the borrowed securities must be returned when the loan is terminated. The Funds may pay fees to arrange for securities loans.

The SEC currently requires that the following conditions must be met whenever a Fund’s portfolio securities are loaned: (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees approved by the Board in connection with the loan; (6) while voting rights on the loaned securities may pass to the borrower, the Board must terminate the loan and regain the right to vote the securities if a material event adversely affecting the investment occurs, and (7) the Fund may not loan its portfolio securities so that the value of the loaned securities is more than one-third of its total asset value, including collateral received from such loans. These conditions may be subject to future modification. Such loans will be terminable at any time upon specified notice. A Fund might experience the risk of loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund. In addition, the Funds will not enter into any portfolio security lending arrangement having a duration of longer than one year. The principal risk of portfolio lending is potential default or insolvency of the borrower. In either of these cases, a Fund could experience delays in recovering securities or collateral or could lose all or part of the value of the loaned securities. As part of participating in a lending program, the applicable Fund may be required to invest in collateralized debt or other securities that bear the risk of loss of principal. In addition, all investments made with the collateral received are subject to the risks associated with such investments. If such investments lose value, a Fund will have to cover the loss when repaying the collateral.

Any loans of portfolio securities are fully collateralized based on values that are marked-to-market daily. Any securities that a Fund may receive as collateral will not become part of a Fund’s investment portfolio at the time of the loan and, in the event of a default by the borrower, the Fund will, if permitted by law, dispose of such collateral except for such part thereof that is a security in which the Fund is permitted to invest. During the time securities are on loan, the borrower will pay a Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn income or receive an agreed-upon fee from a borrower that has delivered cash-equivalent collateral.

Swap Agreements

Each Fund intends to enter into swap agreements, including total return swaps. A Fund may utilize swap agreements in an attempt to gain exposure to the securities in a market without actually purchasing those securities, or to hedge a position. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one-year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” (i.e., the return on or increase in value of a particular dollar amount invested in a basket of securities representing a particular index). Total return swaps are swap agreements in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, to seek exposure to certain securities.

Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap” interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor;” and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

A Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to a Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating assets determined to be liquid. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a Fund’s investment restriction concerning senior securities. Because they are two-party contracts which may have terms of greater than seven days, swap agreements may be considered to be illiquid for purposes of a Fund’s illiquid investment limitations. A Fund will not enter into any swap agreement unless the Adviser believes that the other party to the transaction is creditworthy. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.

A Fund may enter into swap agreements to invest in a market without owning or taking physical custody of the underlying securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. The counterparty to any swap agreement will typically be a bank, investment banking firm or broker-dealer. The counterparty will generally agree to pay a Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks, plus the dividends that would have been received on those stocks. A Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to a Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.

Swap agreements typically are settled on a net basis, which means that the two payment streams are netted out, with a Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Other swap agreements, may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default of a reference obligation. A Fund will earmark and reserve assets necessary to meet any accrued payment obligations when it is the buyer of a credit default swap.

Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a Fund is contractually obligated to make. If a swap counterparty defaults, a Fund’s risk of loss consists of the net amount of payments the Fund is contractually entitled to receive, if any. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each equity swap will be accrued on a daily basis and an amount of cash or liquid assets, having an aggregate NAV at least equal to such accrued excess will be maintained in a segregated account by the Fund’s custodian. Inasmuch as these transactions are entered into for hedging purposes or are offset by segregated cash of liquid assets, as permitted by applicable law, a Fund and the Adviser believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the Fund’s borrowing restrictions.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments, which are traded in the OTC market. The Adviser, under the supervision of the Board, is responsible for determining and monitoring the liquidity of Fund transactions in swap agreements.

The use of swap agreements is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If a counterparty’s creditworthiness declines, the value of the swap would likely decline. Moreover, there is no guarantee that a Fund could eliminate its exposure under an outstanding swap agreement by entering into an offsetting swap agreement with the same or another party.

U.S. Government Securities

Each Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including, but not limited to, obligations of U.S. government agencies or instrumentalities such as the Federal National Mortgage Association (“Fannie Mae”), the Government National Mortgage Association (“Ginnie Mae”), the Small Business Administration, the Federal Farm Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation (Farmer Mac).

Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass- through certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by

federal agencies, such as those securities issued by Fannie Mae, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury, while the U.S. government provides financial support to such U.S. government-sponsored federal agencies, no assurance can be given that the U.S. government will always do so, since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi- annually and repay the principal at maturity.

On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality (the “Senior Preferred Stock Purchase Agreement” or “Agreement”). Under the Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. This was intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. On December 24, 2009, the U.S. Treasury announced that it was amending the Agreement to allow the $200 billion cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in net worth over the next three years. As a result of this Agreement, the investments of holders, including a Fund, of mortgage-backed securities and other obligations issued by Fannie Mae and Freddie Mac are protected.

The total public debt of the United States as a percentage of gross domestic product has grown rapidly since the beginning of the 2008-2009 financial downturn. Although high debt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented. A high national debt can raise concerns that the U.S. government will not be able to make principal or interest payments when they are due.

When-Issued Securities

A when-issued security is one whose terms are available and for which a market exists, but which has not been issued. When a Fund engages in when-issued transactions, it relies on the other party to consummate the sale. If the other party fails to complete the sale, a Fund may miss the opportunity to obtain the security at a favorable price or yield.

When purchasing a security on a when-issued basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield changes. At the time of settlement, the value of the security may be more or less than the purchase price. The yield available in the market when the delivery takes place also may be higher than those obtained in the transaction itself. Because a Fund does not pay for the security until the delivery date, these risks are in addition to the risks associated with its other investments.

Decisions to enter into “when-issued” transactions will be considered on a case-by-case basis when necessary to maintain continuity in a company’s index membership. A Fund will segregate cash or liquid securities equal in value to commitments for the when-issued transactions. A Fund will segregate additional liquid assets daily so that the value of such assets is equal to the amount of the commitments.

INVESTMENT RESTRICTIONS

Fundamental Policies

The Trust has adopted the following investment restrictions as fundamental policies with respect to the Funds. These restrictions cannot be changed with respect to each Fund without the approval of the holders of a majority of that Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of a Fund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of a Fund.

Under these restrictions, each Fund may not:

1.Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.

2.Make loans, except to the extent permitted under the 1940 Act.

3.Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent a Fund from investing in securities or other instruments backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business.

4.Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent a Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.

5.Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.

In addition, each Fund has adopted a fundamental policy to:

6.Concentrate its investments in the particular industry to which the Fund’s underlying security is assigned.

Non-Fundamental Policies

In addition to the investment restrictions adopted as fundamental policies set forth above, each Fund observes the following non-fundamental restriction, which may be changed without a shareholder vote.

1.Under normal circumstances, invests in financial instruments, including swap agreements and options, that, in combination, provide notional exposure to each Fund’s underlying security equal to at least 80% of such Fund’s net assets (plus borrowings for investment purposes).

If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitation with respect to the borrowing of money will be observed continuously.

EXCHANGE LISTING AND TRADING

Shares are listed for trading and trade throughout the day on the Exchange.

There can be no assurance that a Fund will continue to meet the requirements of the Exchange necessary to maintain the listing of Shares. The Exchange will consider the suspension of trading in, and will initiate delisting proceedings of, the Shares under any of the following circumstances: (i) if any of the requirements set forth in the Exchange rules are not continuously maintained, including compliance with Rule 6c-11(c) under the 1940 Act; (ii) if, following the initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of the Shares of such Fund; or (iii) if such other event shall occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the Shares of a Fund from listing and trading upon termination of such Fund.

The Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the applicable Fund.

MANAGEMENT OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and its series are overseen by the Board, which elects the officers of the Trust who are responsible for administering the day-to-day operations of the Trust and the Funds. The Board has approved contracts, as described below, under which certain companies provide essential services to the Trust.

The day-to-day business of the Trust, including the management of risk, is performed by third-party service providers, such as the Adviser, the Sub-Adviser, the Distributor, or the Administrator. The Board is responsible for overseeing the Trust’s service providers and, thus, has oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of a Fund. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., the Adviser is responsible for the day-to-day management of each Fund’s portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

The Board’s role in risk oversight begins before the inception of the Funds, at which time certain of the Funds’ service providers present the Board with information concerning the investment objectives, strategies and risks of the Funds as well as proposed investment limitations for the Funds. Additionally, the Adviser and the Sub-Adviser provide the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function of various personnel, including the Trust’s Chief Compliance Officer, as well as personnel of the Sub-Adviser, and other service providers such as the Funds’ independent registered public accounting firm, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the Funds may be exposed.

The Board is responsible for overseeing the nature, extent, and quality of the services provided to the Funds by the Adviser and the Sub-Adviser and receives information about those services at its regular meetings. In addition, on an annual basis (following the initial two-year period), in connection with its consideration of whether to renew the Investment Advisory Agreement with the Adviser, and the Investment Sub-Advisory Agreement with the Sub-Adviser, the Board or its designee may meet with the Adviser and/or the Sub-Adviser to review such services. Among other things, the Board regularly considers the Adviser’s and the Sub-Adviser’s adherence to each Fund’s investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Fund’s performance and investments, including, for example, portfolio holdings schedules.

The Trust’s Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and Fund and Adviser or Sub-Adviser risk assessments. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser and the Sub-Adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Annually, the Funds’ independent registered public accounting firm reviews with the Audit Committee its audit of the Funds’ financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds’ internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

From their review of these reports and discussions with the Adviser and the Sub-Adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of each Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through the Adviser, the Sub-Adviser, and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

Members of the Board. There are four members of the Board, three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”). The Chairman of the Board, Paul R. Fearday, is an interested person of the Trust as that term is defined in the 1940 Act.

The Board is comprised of a super-majority (75 percent) of Independent Trustees. There is an Audit Committee of the Board that is chaired by an Independent Trustee and comprised solely of Independent Trustees. The Audit Committee chair presides at the Audit Committee meetings, participates in formulating agendas for Audit Committee meetings, and coordinates with management to serve as a liaison between the Independent Trustees and management on matters within the scope of responsibilities of the Audit Committee as set forth in its Board-approved charter. The Trust has not designated a lead independent trustee, but has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the fact that the Independent Trustees of the Trust constitute a super-majority of the Board, the number of Independent Trustees that constitute the Board, the amount of assets under management in the Trust, and the number of funds overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

Additional information about each Trustee of the Trust is set forth below. The address of each Trustee of the Trust is c/o U.S. Bank Global Fund Services, 615 E. Michigan Street, Milwaukee, Wisconsin 53202.

Name and Year of Birth

Position Held with the Trust

Term of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Independent Trustees

John L. Jacobs
Year of birth: 1959

Trustee and Audit Committee Chair

Indefinite term; since 2017

Chairman of Alerian, Inc. (since June 2018); Founder and CEO of Q3 Advisors, LLC (financial consulting firm) (since 2015); Executive Director of Center for Financial Markets and Policy (2016–2022); Distinguished Policy Fellow and Executive Director, Center for Financial Markets and Policy, Georgetown University (2015–2022); Senior Advisor, Nasdaq OMX Group (2015–2016); Executive Vice President, Nasdaq OMX Group (2013–2015)

Independent Trustee, SHP ETF Trust (since 2021) (2 portfolios); Director, tZERO Group, Inc. (since 2020); Independent Trustee, Procure ETF Trust II (since 2018) (1 portfolio); Independent Trustee, Horizons ETF Trust I (2015-2019)

Koji Felton
Year of birth: 1961

Trustee

Indefinite term; since 2019

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

Independent Trustee, Series Portfolios Trust (since 2015) (10 portfolios)

Pamela H. Conroy
Year of birth: 1961

Trustee and Nominating and Governance Committee Chair

Indefinite term; since 2019

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

Independent Trustee, Frontier Funds, Inc. (since 2020) (6 portfolios)

Interested Trustee

Paul R. Fearday, CPA
Year of birth: 1979

Trustee and Chairman

Indefinite term; since 2019

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

None

Individual Trustee Qualifications. The Trust has concluded that each of the Trustees should serve on the Board because of their ability to review and understand information about a Fund provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Fund, and to exercise their business judgment in a manner that serves the best interests of the Funds’ shareholders. The Trust has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Jacobs should serve as a Trustee because of his substantial industry experience. He most recently served as the CEO of Q3 Advisors, LLC and as the Distinguished Policy Fellow and Executive Director of the Center for Financial Markets and Policy, and as Adjunct Professor of Finance at the McDonough School of Business at Georgetown University. He also served as Senior Advisor and principal consultant to Nasdaq’s CEO and President. Mr. Jacobs has been determined to qualify as an Audit Committee Financial Expert for the Trust.

The Trust has concluded that Mr. Felton should serve as a Trustee because of his substantial industry experience, including over two decades working in the asset management industry providing legal, regulatory compliance, governance and risk management advice to registered investment companies, their advisers and boards. Prior to that, he gained experience and perspective as a regulator while serving as an enforcement attorney and branch chief for the SEC. He also represented public companies and their boards of directors in securities class actions, derivative litigation and SEC investigations as a litigation associate at a national law firm. Mr. Felton currently serves as an independent trustee and chair of the nominating and governance committee of a mutual fund complex.

The Trust has concluded that Ms. Conroy should serve as a Trustee because of her substantial industry experience, including over 25 years of achievements at both a large, multi-location financial institution as well as a small, entrepreneurial firm. She has expertise in all facets of portfolio accounting, securities processing, trading operations, marketing, as well as legal and compliance.

The Trust has concluded that Mr. Fearday should serve as Trustee because of the experience he gained as a senior officer of U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or the “Transfer Agent”), since 2008, and in his past role with a national audit firm.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the series of the Trust.

Board Committees. The Board has established the following standing committees of the Board:

Audit Committee. The Board has a standing Audit Committee that is composed of each of the Independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: recommending which firm to engage as the Funds’ independent registered public accounting firm and whether to terminate this relationship; reviewing the independent registered public accounting firm’s compensation, the proposed scope and terms of its engagement, and the firm’s independence; pre-approving audit and non-audit services provided by the Funds’ independent registered public accounting firm to the Trust and certain other affiliated entities; serving as a channel of communication between the independent registered public accounting firm and the Trustees; reviewing the results of each external audit, including any qualifications in the independent registered public accounting firm’s opinion, any related management letter, management’s responses to recommendations made by the independent registered public accounting firm in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust’s Administrator that are material to the Trust as a whole, if any, and management’s responses to any such reports; reviewing the Funds’ audited financial statements and considering any significant disputes between the Trust’s management and the independent registered public accounting firm that arose in connection with the preparation of those financial statements; considering, in consultation with the independent registered public accounting firm and the Trust’s senior internal accounting executive, if any, the independent registered public accounting firms’ report on the adequacy of the Trust’s internal financial controls; reviewing, in consultation with the Funds’ independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when preparing the Funds’ financial statements; and other audit related matters. As of the date of this SAI, the Audit Committee [has not met] with respect to the Funds.

The Audit Committee also serves as the Qualified Legal Compliance Committee (“QLCC”) for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer (the “issuer attorneys”). An issuer attorney who becomes aware of evidence of a material violation by the Trust, or by any officer, director, employee, or agent of the Trust, may report evidence of such material violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially “up the ladder” to other entities).

Nominating and Governance Committee. The Board has a standing Nominating and Governance Committee that is composed of each of the Independent Trustees of the Trust. The Nominating and Governance Committee operates under a written charter approved by the Board. The principal responsibility of the Nominating and Governance Committee is to consider, recommend and nominate candidates to fill vacancies on the Board, if any. The Nominating and Governance Committee generally will not consider nominees recommended by shareholders. The Nominating and Governance Committee meets periodically, as necessary. As of the date of this SAI, the Nominating and Governance Committee [has not met] with respect to the Funds.

Valuation Committee. The Board has delegated day-to-day valuation matters to a Valuation Committee that is comprised of certain officers of the Trust and is overseen by the Trustees. The function of the Valuation Committee is to review an adviser’s valuation of securities held by any applicable series of the Trust for which current and reliable market quotations are not readily available. Such securities are valued at their respective fair values as determined in good faith by an adviser, and the Valuation Committee gathers and reviews Fair Valuation Forms that are completed by the adviser to support its determinations, and which are subsequently reviewed and ratified by the Board. The Valuation Committee meets as needed.

On September 8, 2022, each Fund will be required to comply with Rule 2a-5 under the 1940 Act, which establishes a new regulatory framework for determining the fair value of portfolio holdings in good faith as required by the 1940 Act and permits a fund’s board of trustees to designate a fund’s investment adviser to perform the fair value determinations for the fund’s portfolio holdings subject to the board’s oversight. Upon the effective date of the Rule, the Adviser expects to be designated by the Funds’ Board of Trustees to perform the fair value determinations for each Fund’s derivatives positions and security holdings, obviating the need for the current Valuation Committee. The Adviser will be required to fair value each Fund’s securities holdings only when market quotations for those securities are not readily available. The Adviser’s fair value determinations will be carried out in compliance with Rule 2a-5 and based on fair value methodologies established and applied by the Adviser and periodically tested to ensure such methodologies are appropriate and accurate with respect to each Fund’s portfolio holdings. The Adviser’s fair value methodologies may involve obtaining inputs and prices from third-party pricing services.

Principal Officers of the Trust

The officers of the Trust conduct and supervise its daily business. The address of each officer of the Trust is c/o U.S. Bank Global Fund Services, 615 E. Michigan Street, Milwaukee, Wisconsin 53202. Additional information about the Trust’s officers is as follows:


Name and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Gregory Bakken Year of birth: 1983	President and Principal Executive Officer	Indefinite term, February 2019	Vice President, U.S. Bancorp Fund Services, LLC (since 2006)
Travis G. Babich Year of birth: 1980	Treasurer and Principal Financial Officer	Indefinite term, September 2019	Vice President, U.S. Bancorp Fund Services, LLC (since 2005)
Kacie G. Briody Year of birth: 1992	Assistant Treasurer	Indefinite term, March 2019	Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2021); Officer, U.S. Bancorp Fund Services, LLC (2014 to 2021)
Kent Barnes Year of birth: 1968	Secretary	Indefinite term, February 2019	Vice President, U.S. Bancorp Fund Services, LLC (since 2018); Chief Compliance Officer, Rafferty Asset Management, LLC (2016 to 2018); Vice President, U.S. Bancorp Fund Services, LLC (2007 to 2016)
Christi C. James Year of birth: 1974	Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite term, July 2022	Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Principal Consultant, ACA Group (2021 to 2022); Lead Manager, Communications Compliance, T. Rowe Price Investment Services, Inc. (2018 to 2021); Compliance & Legal Manager, CR Group LP (2017 to 2018)
Joshua J. Hinderliter Year of birth: 1983	Assistant Secretary	Indefinite term, May 2022	Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Managing Associate, Thompson Hine LLP (2016 to 2022)

Trustee Ownership of Shares. The Funds are required to show the dollar amount ranges of each Trustee’s “beneficial ownership” of Shares and each other series of the Trust as of the end of the most recently completely calendar year. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

As of the date of this SAI, no Trustee or officer of the Trust owned Shares.

Board Compensation. Each Independent Trustee receives an annual stipend of $60,000 and reimbursement for all reasonable travel expenses relating to their attendance at the Board Meetings. The chair of the Audit Committee receives an annual stipend of $5,000, and the chair of the Nominating and Governance Committee receives an annual stipend of $2,500. The Interested Trustee is not compensated for his service as a Trustee. The following table shows the compensation earned by each Trustee during the fiscal year ended December 31, 2022.


Name	Aggregate Compensation From the Funds	Total Compensation From Fund Complex Paid to Trustees
Interested Trustee
Paul R. Fearday	$0	$0
Independent Trustees
John L. Jacobs	$0	$65,000
Koji Felton	$0	$60,000
Pamela H. Conroy	$0	$62,500

PRINCIPAL SHAREHOLDERS, CONTROL PERSONS, AND MANAGEMENT OWNERSHIP

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a fund. A control person is a shareholder that owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of a fund. As of the date of this SAI, there were no outstanding Shares.

CODES OF ETHICS

The Trust, the Adviser, and the Sub-Adviser have each adopted codes of ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed to prevent affiliated persons of the Trust, the Adviser, and the Sub-Adviser from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which also may be held by persons subject to the codes of ethics). Each code of ethics permits personnel subject to that code of ethics to invest in securities for their personal investment accounts, subject to certain limitations, including limitations related to securities that may be purchased or held by the Funds. The Distributor (as defined below) relies on the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust, the Adviser, or the Sub-Adviser, and no officer, director, or general partner of the Distributor serves as an officer, director, or general partner of the Trust, the Adviser, or the Sub-Adviser.

There can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics may be examined at the office of the SEC in Washington, D.C. or on the Internet at the SEC’s website at http://www.sec.gov.

PROXY VOTING POLICIES

The Funds have delegated proxy voting responsibilities to the Adviser, subject to the Board’s oversight. In delegating proxy responsibilities, the Board has directed that proxies be voted consistent with each Fund’s and its shareholders’ best interests and in compliance with all applicable proxy voting rules and regulations. The Adviser has engaged Institutional Shareholder Services Inc. (“ISS”) to make recommendations to the Adviser on the voting of proxies relating to securities held by each Fund and has adopted the ISS Proxy Voting Guidelines as part of the Adviser’s proxy voting policies (the “Proxy Voting Policies”) for such purpose. A copy of the ISS Proxy Voting Guidelines is set forth in Appendix A to this SAI. The Trust’s Chief Compliance Officer is responsible for monitoring the effectiveness of the Proxy Voting Policies. The Proxy Voting Policies have been adopted by the Trust as the policies and procedures that the Adviser will use when voting proxies on behalf of the Funds.

When available, information on how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1) without charge, upon request, by calling 800-617-0004, and (2) on the SEC’s website at https://www.sec.gov.

INVESTMENT MANAGEMENT

Investment Adviser

Roundhill Financial Inc., a Delaware corporation, serves as the investment adviser to the Funds. The Adviser is located at 154 West 14th Street, 2nd Floor, New York, New York 10011. The Adviser is controlled by its founding members, Will Hershey and Timothy Maloney and is an SEC-registered investment adviser.

The Adviser arranges for sub-advisory, transfer agency, custody, fund administration, distribution, and all other services necessary for the Funds to operate. The Adviser oversees the day-to-day operations of the Funds, subject to the general supervision and oversight of the Board of the Trust. The Adviser, in addition to maintaining its overall responsibility to manage the Funds, oversees the investment and reinvestment of the assets of each Fund by the Sub-Adviser (defined below), in accordance with the investment objective, policies, and limitations of each Fund.


Fund			Management Fee
Roundhill TRAX Adani Green Shares			[ ]%
Roundhill TRAX Adidas Shares			[ ]%
Roundhill TRAX BYD Shares			[ ]%
Roundhill TRAX Hyundai Shares			[ ]%
Roundhill TRAX Kakao Shares			[ ]%
Roundhill TRAX Kia Shares			[ ]%
Roundhill TRAX Kweichow Moutai Shares			[ ]%
Roundhill TRAX LVMH Shares			[ ]%
Roundhill TRAX Meituan Shares			[ ]%
Roundhill TRAX Mercedes-Benz Shares			[ ]%
Roundhill TRAX Naver Shares			[ ]%
Roundhill TRAX Nestle Shares			[ ]%
Roundhill TRAX Nintendo Shares			[ ]%
Roundhill TRAX Reliance Shares			[ ]%
Roundhill TRAX Roche Shares			[ ]%
Roundhill TRAX SoftBank Shares			[ ]%
Roundhill TRAX Tata Consultancy Shares			[ ]%
Roundhill TRAX Tencent Shares			[ ]%

Pursuant to an investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all expenses of the Funds except the fee paid to the Adviser 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 fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Adviser, in turn, compensates the Sub-Adviser from the management fee it receives from each Fund.

The Funds are new and, therefore, have not paid any management fees to the Adviser as of the date of this SAI.

Sub-Adviser

Exchange Traded Concepts, LLC, an Oklahoma limited liability company located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, serves as the sub-adviser to the Funds. The Sub-Adviser is majority owned by Cottonwood ETF Holdings LLC. Pursuant to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), the Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds, including selecting broker-dealers to execute purchase and sale transactions as instructed by the Adviser or in connection with any rebalancing or reconstitution of each Fund’s portfolio, subject to the supervision of the Adviser and the Board.

For its services, the Sub-Adviser is entitled to a fee by the Adviser, which fee is calculated daily and paid monthly, at an annual rate based on the accumulative average daily net assets of each Roundhill TRAX Fund that Exchange Traded Concepts, LLC sub-advises, and subject to a minimum annual fee as follows:


Minimum Annual Fee			Asset-Based Fee
$[ ]			[ ] bps ([ ]%) on net assets

The Funds are new and, therefore, the Adviser has not paid any sub-advisory fees to the Sub-Adviser with respect to the Funds as of the date of this SAI.

Portfolio Managers

Andrew Serowik, Todd Alberico, and Gabriel Tan serve as each Fund’s portfolio managers (the “Portfolio Managers”). This section includes information about the Portfolio Managers, including information about compensation, other accounts managed, and the dollar range of Shares owned.

Share Ownership

The Funds are required to show the dollar ranges of each Portfolio Manager’s “beneficial ownership” of Shares as of the end of the most recently completed fiscal year or a more recent date for a new portfolio manager. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the date of this SAI, the Portfolio Managers did not beneficially own Shares.

Other Accounts

In addition to the Funds, the Portfolio Managers co-managed the following other accounts for the Sub-Adviser as of [ ], 2022, none of which were subject to a performance fee:

Registered

Investment Companies

Other Pooled

Investment Vehicles

Other Accounts

Number of Accounts

Total Assets in the Accounts

Number of Accounts

Total Assets in the Accounts

Number of Accounts

Total Assets in the Accounts

[ ]

$[ ] billion

[ ]

$[ ] million

Compensation

The Funds’ Portfolio Managers receive a fixed base salary and discretionary bonus that are not tied to the performance of the Funds.

Conflicts of Interest

A Portfolio Manager’s management of “other accounts” may give rise to potential conflicts of interest in connection with his/her management of a Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have similar investment objectives or strategies as the Funds. A potential conflict of interest may arise as a result, whereby a Portfolio Manager could favor one account over another. Another potential conflict could include a Portfolio Manager’s knowledge about the size, timing, and possible market impact of fund trades, whereby the Portfolio Manager could use this information to the advantage of other accounts and to the disadvantage of the Funds. However, the Sub-Adviser has established policies and procedures to ensure that the purchase and sale of securities among all accounts the Sub-Adviser manages are fairly and equitably allocated.

DISTRIBUTOR

The Trust and Foreside Fund Services, LLC (the “Distributor”) are parties to a distribution agreement (“Distribution Agreement”), whereby the Distributor acts as principal underwriter for the Trust and distributes Shares. Shares are continuously offered for sale by the Distributor only in Creation Units. The Distributor will not distribute Shares in amounts less than a Creation Unit and does not maintain a secondary market in Shares. The principal business address of the Distributor is Three Canal Plaza, Suite 100, Portland, Maine 04101.

Under the Distribution Agreement, the Distributor, as agent for the Trust, will receive orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of FINRA.

The Distributor also may enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of Shares. Such Soliciting Dealers also may be Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or DTC participants (as defined below).

The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of a Fund and (ii) by the vote of a majority of the Independent Trustees who have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable without penalty by the Trust on 60 days’ written notice when authorized either by majority vote of its outstanding voting Shares or by a vote of a majority of its Board (including a majority of the Independent Trustees), or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its assignment. The Distribution Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Distributor, or reckless disregard by it of its obligations thereunder, the Distributor shall not be liable for any action or failure to act in accordance with its duties thereunder.

Intermediary Compensation. The Adviser, the Sub-Adviser, or their affiliates, out of their own resources and not out of Fund assets (i.e., without additional cost to a Fund or its shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to a Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing and educational training or support. These arrangements are not financed by a Fund and, thus, do not result in increased Fund expenses. They are not reflected in the fees and expenses listed in the fees and expenses sections of a Fund’s Prospectus and they do not change the price paid by investors for the purchase of Shares or the amount received by a shareholder as proceeds from the redemption of Shares.

Such compensation may be paid to Intermediaries that provide services to a Fund, including marketing and education support (such as through conferences, webinars and printed communications). The Adviser and the Sub-Adviser will periodically assess the advisability of continuing to make these payments. Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional, if any, also may be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions about what investment options it will make available or recommend, and what services to provide in connection with various products, based on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and its clients. For example, these financial incentives may cause the Intermediary to recommend a Fund rather than other investments. The same conflict of interest exists with respect to your financial adviser, broker or investment professional if he or she receives similar payments from his or her Intermediary firm.

Intermediary information is current only as of the date of this SAI. Please contact your adviser, broker, or other investment professional for more information regarding any payments his or her Intermediary firm may receive. Any payments made by the Adviser, the Sub-Adviser, or their affiliates to an Intermediary may create the incentive for an Intermediary to encourage customers to buy Shares.

If you have any additional questions, please call 1-800-617-0004.

Distribution and Service Plan. The Board has adopted a Distribution and Service Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. No payments pursuant to the Plan are expected to be made during the twelve (12) month period from the date of this SAI. Rule 12b-1 fees to be paid by a Fund under the Plan may only be imposed after approval by the Board.

Continuance of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the Plan or in any agreements related to the Plan (“Qualified Trustees”). The Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The Plan may not be amended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding shares of a Fund. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees.

The Plan provides that each Fund pays the Distributor an annual fee of up to a maximum of 0.25% of the average daily net assets of the Shares. Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations and insurance companies including, without limit, investment counselors, broker-dealers and the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount

of payments made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and with the Financial Industry Regulatory Authority (“FINRA”) rules concerning sales charges.

Under the Plan, subject to the limitations of applicable law and regulations, each Fund is authorized to compensate the Distributor up to the maximum amount to finance any activity primarily intended to result in the sale of Creation Units of the Fund or for providing or arranging for others to provide shareholder services and for the maintenance of shareholder accounts. Such activities may include, but are not limited to: (i) delivering copies of a Fund’s then current reports, prospectuses, notices, and similar materials, to prospective purchasers of Creation Units; (ii) marketing and promotional services, including advertising; (iii) paying the costs of and compensating others, including Authorized Participants with whom the Distributor has entered into written Authorized Participant Agreements, for performing shareholder servicing on behalf of a Fund; (iv) compensating certain Authorized Participants for providing assistance in distributing the Creation Units of a Fund, including the travel and communication expenses and salaries and/or commissions of sales personnel in connection with the distribution of the Creation Units of a Fund; (v) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the affiliates and subsidiaries of the Trust’s service providers as compensation for services or reimbursement of expenses incurred in connection with distribution assistance; (vi) facilitating communications with beneficial owners of Shares, including the cost of providing (or paying others to provide) services to beneficial owners of Shares, including, but not limited to, assistance in answering inquiries related to Shareholder accounts; and (vii) such other services and obligations as are set forth in the Distribution Agreement.

TRANSFER AGENT AND ADMINISTRATOR

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or the “Transfer Agent”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and administrator.

Pursuant to a Fund Servicing Agreement between the Trust and Fund Services, Fund Services provides the Trust with administrative and management services (other than investment advisory services) and accounting services, including portfolio accounting services, tax accounting services, and furnishing financial reports. In this capacity, Fund Services does not have any responsibility or authority for the management of the Funds, the determination of investment policy, or for any matter pertaining to the distribution of Shares. As compensation for the administration, accounting and management services, the Adviser pays Fund Services a fee based on each Fund’s average daily net assets, subject to a minimum annual fee. Fund Services also is entitled to certain out-of-pocket expenses for the services mentioned above, including pricing expenses.

The Funds are new and the Adviser has not paid Fund Services any fees for administrative services to the Funds as of the date of this SAI.

CUSTODIAN

Pursuant to a custody Agreement between the Trust and U.S. Bank National Association (“U.S. Bank”) (the “Custody Agreement”), located at 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian of the Funds’ assets. The custodian holds and administers the assets in each Fund’s portfolio. Pursuant to the Custody Agreement, the custodian receives an annual fee from the Adviser based on the Trust’s total average daily net assets, subject to a minimum annual fee, and certain settlement charges. The custodian also is entitled to certain out-of-pocket expenses.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, NW, Washington, DC 20004-2541, serves as legal counsel for the Trust.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ], located at [ ], serves as the independent registered public accounting firm for the Funds.

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

The Board has adopted a policy regarding the disclosure of information about each Fund’s security holdings. Each Fund’s entire portfolio holdings are publicly disseminated each day a Fund is open for business and may be available through financial reporting and news services, including publicly available internet web sites. In addition, the composition of the Deposit Securities is publicly disseminated daily prior to the opening of the Exchange via the facilities of the National Securities Clearing Corporation (“NSCC”).

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares. Each share represents an equal proportionate interest in the applicable Fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the applicable Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. All consideration received by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share certificates representing Shares will not be issued. Shares, when issued, are fully paid and non-assessable.

Each Share has one vote with respect to matters upon which a shareholder vote is required, consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all funds in the Trust vote together as a single class, except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other funds, that fund will vote separately on such matter. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. Upon the written request of shareholders owning at least 10% of the Trust’s shares, the Trust will call for a meeting of shareholders to consider the removal of one or more Trustees and other certain matters. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Under the Declaration of Trust, the Trustees have the power to liquidate a Fund without shareholder approval. While the Trustees have no present intention of exercising this power, they may do so if a Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by the Board.

LIMITATION OF TRUSTEES’ LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Declaration of Trust also provides that the Trust shall indemnify each person who is, or has been, a Trustee, officer, employee or agent of the Trust, any person who is serving or has served at the Trust’s request as a Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise to the extent and in the manner provided in the Amended and Restated By-laws. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Nothing contained in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities laws.

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and sales of securities for a Fund is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Funds and the Sub-Adviser from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Sub-Adviser will rely upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases, an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.

The Sub-Adviser owes a fiduciary duty to its clients to seek to provide best execution on trades effected. In selecting a broker/dealer for each specific transaction, the Sub-Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution. “Best execution” is generally understood to mean the most favorable cost or net proceeds reasonably obtainable under the circumstances. The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker/dealers. The Sub-Adviser also will use electronic crossing networks (“ECNs”) when appropriate.

Subject to the foregoing policies, brokers or dealers selected to execute a Fund’s portfolio transactions may include such Fund’s Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or their affiliates. An Authorized Participant or its affiliates may be selected to execute a Fund’s portfolio transactions in conjunction with an all-cash creation unit order or an order including “cash-in-lieu” (as described below under “Purchase and Redemption of Shares in Creation Units”), so long as such selection is in keeping with the foregoing policies. As described below under “Purchase and Redemption of Shares in Creation Units— Creation Transaction Fee” and “—Redemption Transaction Fee”, each Fund may determine to not charge a variable fee on certain orders when the Sub-Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for creation orders that facilitate the rebalance of the applicable Fund’s portfolio in a more tax efficient manner than could be achieved without such

order, even if the decision to not charge a variable fee could be viewed as benefiting the Authorized Participant or its affiliate selected to execute a Fund’s portfolio transactions in connection with such orders.

The Sub-Adviser may use a Fund’s assets for, or participate in, third-party soft dollar arrangements, in addition to receiving proprietary research from various full-service brokers, the cost of which is bundled with the cost of the broker’s execution services. The Sub-Adviser does not “pay up” for the value of any such proprietary research. Section 28(e) of the 1934 Act permits the Sub-Adviser, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. The Sub-Adviser may receive a variety of research services and information on many topics, which it can use in connection with its management responsibilities with respect to the various accounts over which it exercises investment discretion or otherwise provides investment advice. The research services may include qualifying order management systems, portfolio attribution and monitoring services and computer software and access charges which are directly related to investment research. Accordingly, a Fund may pay a broker commission higher than the lowest available in recognition of the broker’s provision of such services to the Sub-Adviser, but only if the Sub-Adviser determines the total commission (including the soft dollar benefit) is comparable to the best commission rate that could be expected to be received from other brokers. The amount of soft dollar benefits received depends on the amount of brokerage transactions effected with the brokers. A conflict of interest exists because there is an incentive to: 1) cause clients to pay a higher commission than the firm might otherwise be able to negotiate; 2) cause clients to engage in more securities transactions than would otherwise be optimal; and 3) only recommend brokers that provide soft dollar benefits.

The Sub-Adviser faces a potential conflict of interest when it uses client trades to obtain brokerage or research services. This conflict exists because the Sub-Adviser can use the brokerage or research services to manage client accounts without paying cash for such services, which reduces the Sub-Adviser’s expenses to the extent that the Sub-Adviser would have purchased such products had they not been provided by brokers. Section 28(e) permits the Sub-Adviser to use brokerage or research services for the benefit of any account it manages. Certain accounts managed by the Sub-Adviser may generate soft dollars used to purchase brokerage or research services that ultimately benefit other accounts managed by the Sub-Adviser, effectively cross subsidizing the other accounts managed by the Sub-Adviser that benefit directly from the product. The Sub-Adviser may not necessarily use all of the brokerage or research services in connection with managing a Fund whose trades generated the soft dollars used to purchase such products.

The Sub-Adviser is responsible, subject to oversight by the Adviser and the Board, for placing orders on behalf of each Fund for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of a Fund and one or more other investment companies or clients supervised by the Sub-Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Sub-Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as a Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to a Fund. The primary consideration is prompt execution of orders at the most favorable net price.

A Fund may deal with affiliates in principal transactions to the extent permitted by exemptive order or applicable rule or regulation.

The Funds are new and had not paid any brokerage commissions as of the date of this SAI.

Brokerage with Fund Affiliates. A Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Funds, the Adviser, the Sub-Adviser, or the Distributor for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require that commissions paid to the affiliate by the Funds for exchange transactions not exceed “usual and customary” brokerage commissions. The rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time.” The Trustees, including those who are not “interested persons” of the Funds, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.

Securities of “Regular Broker-Dealers.” Each Fund is required to identify any securities of its “regular brokers or dealers” (as such term is defined in the 1940 Act) that it may hold at the close of its most recent fiscal year. “Regular brokers or dealers” of a Fund are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Fund’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Fund; or (iii) sold the largest dollar amounts of Shares.

PORTFOLIO TURNOVER RATE

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Sub-Adviser based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”) acts as securities depositary for Shares. Shares are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth below, certificates will not be issued for Shares.

DTC is a limited-purpose trust company that was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange (“NYSE”) and FINRA. Access to the DTC system also is available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to in this SAI as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares. The Trust recognizes DTC or its nominee as the record owner of all Shares for all purposes. Beneficial Owners of Shares are not entitled to have Shares registered in their names and will not receive or be entitled to physical delivery of Share certificates. Each Beneficial Owner must rely on the procedures of DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights of a holder of Shares.

Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as described in the ensuing paragraphs. DTC will make available to the Trust upon request and for a fee a listing of Shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement, or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Shares, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to a Fund at any time by giving reasonable notice to the Fund and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the applicable Fund shall act either to find a replacement for DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.

PURCHASE AND REDEMPTION OF CREATION UNITS

A Fund issues and redeems its shares on a continuous basis, at NAV, only in a large, specified number of shares called a “Creation Unit,” either principally in-kind for securities or in cash for the value of such securities. The NAV of a Fund’s shares is determined once each Business Day, as described below under “Determination of Net Asset Value.” The Creation Unit size may change. Authorized Participants will be notified of such change.

Purchase (Creation). The Trust issues and sells Shares only in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to transaction fees, if applicable), at their NAV per share next determined after receipt, on any Business Day, of an order in proper form. The NAV of Shares is calculated each Business Day as of the scheduled close of regular trading on the NYSE, generally 4:00 p.m., Eastern time. The Funds will not issue fractional Creation Units. A “Business Day” is any day on which the NYSE is open for business. As of the date of this SAI, the NYSE observes the following holidays: New Year’s Day, Martin Luther

King, Jr. Day, President’s Day (Washington’s Birthday), Good Friday, Memorial Day (observed), Juneteenth Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Fund Deposit. Each Fund has adopted policies and procedures governing the process of constructing baskets of Deposit Securities (defined below), Fund Securities (defined below) and/or cash, and acceptance of the same (the “Basket Procedures”). The consideration for purchase of a Creation Unit of a Fund generally consists of either: (i) the in-kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit, constituting a substantial replication, or a portfolio sampling representation, of the securities included in a Fund’s portfolio and the Cash Component (defined below), computed as described below, or (ii) the cash value of the Deposit Securities (“Deposit Cash”) and the Cash Component to replace any Deposit Security. When accepting purchases of Creation Units for cash, a Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser. These additional costs may be recoverable from the purchaser of Creation Units.

Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund. The “Cash Component” is an amount equal to the difference between the NAV of Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).

The Funds, through NSCC, makes available on each Business Day, prior to the opening of business on the Exchange (currently, 9:30 a.m., Eastern time), the list of the names and the required number of Shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.

The identity and number of Shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for a Fund may be changed from time to time by the Adviser, in accordance with the Basket Procedures, with a view to the investment objective of such Fund. Information regarding the Fund Deposit necessary for the purchase of a Creation Unit is made available to Authorized Participants and other market participants seeking to transact in Creation Unit aggregations. The composition of the Deposit Securities also may change in response to portfolio adjustments, interest payments and corporate action events.

The Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which shall be added to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, “custom orders”). The Trust also reserves the right to permit or require the substitution of Deposit Securities in lieu of Deposit Cash.

Cash Purchase. The Trust may at its discretion permit full or partial cash purchases of Creation Units of a Fund. When full or partial cash purchases of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a creation transaction fee and non-standard charges, as may be applicable.

Procedures for Purchase of Creation Units. To be eligible to place orders with the Distributor to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party” (i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”)), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “Book Entry Only System”). In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below), if applicable, and any other applicable fees and taxes.

All orders to purchase Shares directly from a Fund, including custom orders, must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or applicable order form. With respect to a Fund, the order cut-off time for orders to purchase Creation Units is [ ] p.m. Eastern time, which time may be modified by the Fund from time-to-time by amendment to the Participant Agreement and/or applicable order form. In the case of custom orders, the order must be received by the Distributor no later than [ ] p.m. Eastern time for a Fund, or such earlier time as may be designated by the Fund and disclosed to Authorized Participants. The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”

An Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the investor’s broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such Authorized Participants may have international capabilities.

On days when the Exchange closes earlier than normal, the Funds may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund’s investments are primarily traded is closed, such Fund also will generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Transfer Agent pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. On behalf of the Funds, the Transfer Agent will notify the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Transfer Agent by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Transfer Agent or an Authorized Participant.

Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the subcustodian of the applicable Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any appropriate adjustments as advised by the Trust. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. A Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of the applicable Fund or its agents by no later than 12:00 p.m. Eastern time (or such other time as specified by the Trust) on the Settlement Date. If a Fund or its agents do not receive all of the Deposit Securities, or the required Deposit Cash in lieu thereof, by such time, then the order may be deemed rejected and the Authorized Participant shall be liable to such Fund for losses, if any, resulting therefrom. The “Settlement Date” for a Fund is generally the second Business Day after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by the Custodian in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Transfer Agent, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the applicable Fund.

The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received on the Settlement Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the applicable Fund for losses, if any, resulting therefrom. A creation request is in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.

Issuance of a Creation Unit. Except as provided in this SAI, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor and the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the second Business Day following the day on which the purchase order is deemed received by the Transfer Agent. The Authorized Participant shall be liable to the applicable Fund for losses, if any, resulting from unsettled orders.

In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Creation Units may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of Shares on the date the order is placed in proper form since, in addition to

available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which shall be maintained in a separate non-interest bearing collateral account. The Authorized Participant must deposit with the Custodian the Additional Cash Deposit, as applicable, by 12:00 p.m. Eastern time (or such other time as specified by the Trust) on the Settlement Date. If a Fund or its agents do not receive the Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected and the Authorized Participant shall be liable to the applicable Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily market value of the missing Deposit Securities. The Participant Agreement will permit the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the value of such Deposit Securities on the day the purchase order was deemed received by the Transfer Agent plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described below under “Creation Transaction Fee,” may be charged and additional variable charge also may be applied, as described below. The delivery of Creation Units so created generally will occur no later than the Settlement Date.

Acceptance of Orders of Creation Units. The Trust reserves the right to reject an order for Creation Units transmitted in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form or the Fund Deposit delivered does not consist of the securities the Custodian specified; (b) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (c) the Deposit Securities or Deposit Cash, as applicable, delivered by the Authorized Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel, be unlawful; or (f) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent, the Distributor and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Distributor, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Trust or its agents shall communicate to the Authorized Participant its rejection of an order. The Trust, the Transfer Agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase order for Creation Units. Given the importance of the ongoing issuance of Creation Units to maintaining a market price that is at or close to the underlying NAV of a Fund, the Trust does not intend to suspend the acceptance of orders for Creation Units, unless it believes doing so would be in the best interests of the Fund.

All questions as to the number of shares of each security in the Deposit Securities and the validity form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.

Creation Unit Transaction Fee. A fixed purchase (i.e., creation) transaction fee, payable to the Funds’ custodian, may be imposed for the transfer and other transaction costs associated with the purchase of Creation Units (“Creation Order Costs”). The standard fixed creation unit transaction fee for each Fund, regardless of the number of Creation Units created in the transaction, can be found in the table below. Each Fund may adjust the standard fixed creation unit transaction fee from time to time. The fixed creation unit transaction fee may be waived on certain orders if the applicable Fund’s custodian has determined to waive some or all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Funds, of up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction may be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with cash. Each Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for creation orders that facilitate the rebalance of the applicable Fund’s portfolio in a more tax efficient manner than could be achieved without such order.


Name of Fund	Fixed Creation Unit Transaction Fee	Maximum Variable Transaction Fee
Roundhill TRAX Adani Green Shares	$[ ]	[ ]%
Roundhill TRAX Adidas Shares	$[ ]	[ ]%
Roundhill TRAX BYD Shares	$[ ]	[ ]%
Roundhill TRAX Hyundai Shares	$[ ]	[ ]%
Roundhill TRAX Kakao Shares	$[ ]	[ ]%
Roundhill TRAX Kia Shares	$[ ]	[ ]%
Roundhill TRAX Kweichow Moutai Shares	$[ ]	[ ]%
Roundhill TRAX LVMH Shares	$[ ]	[ ]%
Roundhill TRAX Meituan Shares	$[ ]	[ ]%
Roundhill TRAX Mercedes-Benz Shares	$[ ]	[ ]%
Roundhill TRAX Naver Shares	$[ ]	[ ]%
Roundhill TRAX Nestle Shares	$[ ]	[ ]%
Roundhill TRAX Nintendo Shares	$[ ]	[ ]%
Roundhill TRAX Reliance Shares	$[ ]	[ ]%
Roundhill TRAX Roche Shares	$[ ]	[ ]%
Roundhill TRAX SoftBank Shares	$[ ]	[ ]%
Roundhill TRAX Tata Consultancy Shares	$[ ]	[ ]%
Roundhill TRAX Tencent Shares	$[ ]	[ ]%

Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring the Fund Securities from the Trust to their account or on their order.

Risks of Purchasing Creation Units. There are certain legal risks unique to investors purchasing Creation Units directly from a Fund. Because Shares may be issued on an ongoing basis, a “distribution” of Shares could be occurring at any time. Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from a Fund, breaks them down into the constituent Shares, and sells those Shares directly to customers, or if a shareholder chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary-market demand for Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with Shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

Redemption. Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

With respect to the Funds, the Custodian, through the NSCC, makes available prior to the opening of business on the Exchange (currently, 9:30 a.m., Eastern time) on each Business Day, the list of the names and Share quantities of each Fund’s portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.

Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or a combination thereof, as determined by the Trust in accordance with the Basket Procedures. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securities—as announced by the Custodian on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the NAV of Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less a fixed redemption transaction fee, as applicable, as set forth below. In the event that the Fund Securities have a value greater than the NAV of Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder.

Notwithstanding the foregoing, at the Trust’s discretion, an Authorized Participant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.

Cash Redemption. Full or partial cash redemptions of Creation Units will be effected in essentially the same manner as in-kind redemptions thereof. In the case of full or partial cash redemptions, the Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Redemption Amount to be paid to an in-kind redeemer.

Redemption Transaction Fee. A fixed redemption transaction fee, payable to the Funds; custodian, may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction fee for the Fund, regardless of the number of Creation Units redeemed in the transaction, can be found in the table below. Each Fund may adjust the redemption transaction fee from time to time. The fixed redemption fee may be waived on certain orders if the applicable Fund’s custodian has determined to waive some or all of the Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Funds, of up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction may be imposed for cash redemptions, non-standard orders, or partial cash redemptions (when cash redemptions are available) of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with selling portfolio securities to satisfy a cash redemption. Each Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for redemption orders that facilitate the rebalance of the Funds’ portfolio in a more tax efficient manner than could be achieved without such order.


Name of Fund	Fixed Redemption Transaction Fee	Maximum Variable Transaction Fee
Roundhill TRAX Adani Green Shares	$[ ]	[ ]%
Roundhill TRAX Adidas Shares	$[ ]	[ ]%
Roundhill TRAX BYD Shares	$[ ]	[ ]%
Roundhill TRAX Hyundai Shares	$[ ]	[ ]%
Roundhill TRAX Kakao Shares	$[ ]	[ ]%
Roundhill TRAX Kia Shares	$[ ]	[ ]%
Roundhill TRAX Kweichow Moutai Shares	$[ ]	[ ]%
Roundhill TRAX LVMH Shares	$[ ]	[ ]%
Roundhill TRAX Meituan Shares	$[ ]	[ ]%
Roundhill TRAX Mercedes-Benz Shares	$[ ]	[ ]%
Roundhill TRAX Naver Shares	$[ ]	[ ]%
Roundhill TRAX Nestle Shares	$[ ]	[ ]%
Roundhill TRAX Nintendo Shares	$[ ]	[ ]%
Roundhill TRAX Reliance Shares	$[ ]	[ ]%
Roundhill TRAX Roche Shares	$[ ]	[ ]%
Roundhill TRAX SoftBank Shares	$[ ]	[ ]%
Roundhill TRAX Tata Consultancy Shares	$[ ]	[ ]%
Roundhill TRAX Tencent Shares	$[ ]	[ ]%

Procedures for Redemption of Creation Units. Orders to redeem Creation Units of a Fund must be submitted in proper form to the Transfer Agent prior to [ ] p.m. Eastern time. A redemption request is considered to be in “proper form” if (i) an Authorized Participant has transferred or caused to be transferred to the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Trust is received by the Transfer Agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s Shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request shall be rejected.

The Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Transfer Agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant.

Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the Shares to the Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

Additional Redemption Procedures. In connection with taking delivery of Shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or Authorized Participant acting on behalf of such shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank, or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within two business days of the trade date.

The Trust may, in its discretion and in accordance with the Basket Procedures, exercise its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that a Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the applicable Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee, if applicable, and additional charge for requested cash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund also may, in its sole discretion, and in accordance with the Basket Procedures, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in NAV.

Redemptions of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and the Funds (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional buyer,” (“QIB”) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect to QIB status to receive Fund Securities.

Because the portfolio securities of the Funds may trade on other exchanges on days that the Exchange is closed or are otherwise not Business Days for such Fund, shareholders may not be able to redeem their Shares, or to purchase or sell Shares on the Exchange, on days when the NAV of the applicable Fund could be significantly affecting by events in the relevant foreign markets.

The right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the applicable Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

DETERMINATION OF NET ASSET VALUE

NAV per Share for a Fund is computed by dividing the value of the net assets of the applicable Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of each Fund is calculated by Fund Services and determined at the scheduled close of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open, provided that fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments on any day that the Securities Industry and Financial Markets Association (“SIFMA”) announces an early closing time.

In calculating each Fund’s NAV per Share, the Funds’ investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such fund’s published NAV per share. The Funds may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered a market valuation. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one or more sources.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Dividends, Distributions and Taxes.”

General Policies. Dividends from net investment income, if any, are declared and paid at least annually by each Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but a Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.

Each Fund makes additional distributions to the extent necessary (i) to distribute the entire annual taxable income of the applicable Fund, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Code. Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve a Fund’s eligibility for treatment as a RIC or to avoid imposition of income or excise taxes on undistributed income.

Dividend Reinvestment Service. The Trust will not make the DTC book-entry dividend reinvestment service available for use by Beneficial Owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the Funds through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services. Beneficial Owners should be aware that each broker may require investors to adhere to specific procedures and timetables to participate in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued by the Trust of the applicable Fund at NAV per Share. Distributions reinvested in additional Shares will nevertheless be taxable to Beneficial Owners acquiring such additional Shares to the same extent as if such distributions had been received in cash.

FEDERAL INCOME TAXES

The following is only a summary of certain U.S. federal income tax considerations generally affecting a Fund and its shareholders that supplements the discussion in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.

The following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.

Shareholders are urged to consult their own tax advisors regarding the application of the provisions of tax law described in this SAI in light of the particular tax situations of the shareholders and regarding specific questions as to federal, state, foreign or local taxes.

Taxation of the Funds. Each Fund will elect and intends to qualify each year to be treated as a separate regulated investment company (“RIC”) under the Code. As such, the Funds should not be subject to federal income taxes on their net investment income and capital gains, if any, to the extent that they timely distribute such income and capital gains to their shareholders. To qualify for treatment as a RIC, a Fund must distribute annually to its shareholders at least the sum of 90% of its net investment income (generally including the excess of net short-term capital gains over net long-term capital losses) and 90% of its net tax-exempt interest income, if any (the “Distribution Requirement”) and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of the applicable Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or foreign currencies and net income derived from interests in qualified publicly traded partnerships (the “Qualifying Income Requirement”); and (ii) at the end of each quarter of the Fund’s taxable year, the Fund’s assets must be diversified so that (a) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership, and (b) not more than 25% of the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the applicable Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the “Diversification Requirement”).

To the extent a Fund makes investments that may generate income that is not qualifying income, including certain derivatives, the Fund will seek to restrict the resulting income from such investments so that a Fund’s non-qualifying income does not exceed 10% of its gross income.

Although the Funds intend to distribute substantially all of their net investment income and may distribute their capital gains for any taxable year, the Funds will be subject to federal income taxation to the extent any such income or gains are not distributed. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered a separate entity in determining its

treatment under the rules for RICs described herein. The requirements (other than certain organizational requirements) for qualifying RIC status are determined at the fund level rather than at the Trust level.

If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, the applicable Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Requirement where a Fund corrects the failure within a specified period of time. To be eligible for the relief provisions with respect to a failure to meet the Diversification Requirement, a Fund may be required to dispose of certain assets. If these relief provisions were not available to a Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at the regular 21% corporate rate without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally would be taxable to the shareholders of the applicable Fund as ordinary income dividends, subject to the dividends received deduction for corporate shareholders and the lower tax rates on qualified dividend income received by non-corporate shareholders, subject to certain limitations. To requalify for treatment as a RIC in a subsequent taxable year, a Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the applicable Fund failed to qualify for tax treatment as a RIC. If a Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built in gains recognized with respect to certain of its assets upon disposition of such assets within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of a Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders. If a Fund determines that it will not qualify as a RIC, the applicable Fund will establish procedures to reflect the anticipated tax liability in the Fund’s NAV.

A Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Funds’ taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as “post-October losses”) and certain other late-year losses.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Fund may carry a net capital loss from any taxable year forward indefinitely to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the applicable Fund and may not be distributed as capital gains to its shareholders. Generally, a Fund may not carry forward any losses other than net capital losses. The carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Code.

A Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the one-year period ending on October 31 of that year, subject to an increase for any shortfall in the prior year’s distribution. For this purpose, any ordinary income or capital gain net income retained by a Fund and subject to corporate income tax will be considered to have been distributed. The Funds intend to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of the excise tax, but can make no assurances that all such tax liability will be eliminated. A Fund may in certain circumstances be required to liquidate Fund investments to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Fund to satisfy the requirement for qualification as a RIC.

If a Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed. A Fund may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their tax liabilities, and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits.

Taxation of Shareholders – Distributions. Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net recognized long-term capital gains in excess of net recognized short-term capital losses, taking into account any capital loss carryforwards). The distribution of investment company taxable income (as so computed) and net realized capital gain will be taxable to Fund shareholders regardless of whether the shareholder receives these distributions in cash or reinvests them in additional Shares.

Each Fund (or your broker) will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends which may qualify for the dividends received deduction for corporations, and the portion of dividends which may qualify for treatment as qualified dividend income, which, subject to certain limitations and requirements, is taxable to non-corporate shareholders at rates of up to 20%.

Qualified dividend income includes, in general, subject to certain holding period and other requirements, dividend income from taxable domestic corporations and certain foreign corporations. Subject to certain limitations, eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States, and other foreign corporations if the stock with respect to which the dividends are paid is readily tradable on an established securities market in the United States. Dividends received by a Fund from an ETF, an underlying fund taxable as a RIC or from a REIT may be treated as qualified dividend income generally only to the extent so reported by such ETF, underlying fund or REIT. If 95% or more of a Fund’s gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, the Fund may report all distributions of such income as qualified dividend income.

Fund dividends will not be treated as qualified dividend income if a Fund does not meet holding period and other requirements with respect to dividend paying stocks in its portfolio, and the shareholder does not meet holding period and other requirements with respect to the Shares on which the dividends were paid. Distributions by a Fund of its net short-term capital gains will be taxable as ordinary income. Distributions from a Fund’s net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders have held their Shares. Distributions may be subject to state and local taxes.

In the case of corporate shareholders, certain dividends received by a Fund from U.S. corporations (generally, dividends received by the Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) and distributed and appropriately so reported by the Fund may be eligible for the 50% dividends received deduction. Certain preferred stock must have a holding period of at least 91 days during the 181-day period beginning on the date that is 90 days before the date on which the stock becomes ex-dividend as to that dividend to be eligible. Capital gain dividends distributed to a Fund from other RICs are not eligible, and dividends distributed to a Fund from REITs are generally not eligible for the dividends received deduction. To qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect to their Shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their Shares, and, if they borrow to acquire or otherwise incur debt attributable to Shares, they may be denied a portion of the dividends received deduction with respect to those Shares.

Although dividends generally will be treated as distributed when paid, any dividend declared by a Fund in October, November or December and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared.

Shareholders who have not held Shares for a full year should be aware that a Fund may report and distribute, as ordinary dividends or capital gain dividends, a percentage of income that is not equal to the percentage of a Fund’s ordinary income or net capital gain, respectively, actually earned during the applicable shareholder’s period of investment in the Fund. A taxable shareholder may wish to avoid investing in a Fund shortly before a dividend or other distribution, because the distribution will generally be taxable even though it may economically represent a return of a portion of the shareholder’s investment.

To the extent that a Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends received deduction for corporate shareholders.

If a Fund’s distributions exceed its earnings and profits, all or a portion of the distributions made for a taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in a Fund and result in a higher capital gain or lower capital loss when the Shares on which the distribution was received are sold. After a shareholder’s basis in the Shares has been reduced to zero, distributions in excess of earnings and profits will be treated as gain from the sale of the shareholder’s Shares.

Taxation of Shareholders – Sale or Exchange. A sale or exchange of Shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as long-term capital gain or loss if Shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Shares will generally be treated as short-term capital gain or loss. Any loss realized upon a taxable disposition of Shares held for six months or less will be treated as long-term capital loss, rather than short-term capital loss, to the extent of any amounts treated as distributions to the shareholder of long-term capital gain (including any amounts credited to the shareholder as undistributed capital gains). All or a portion of any loss realized upon a taxable disposition of Shares may be disallowed if substantially identical Shares of a Fund are acquired (through the reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the disposition. In such a case, the basis of the newly acquired Shares will be adjusted to reflect the disallowed loss.

The cost basis of Shares acquired by purchase will generally be based on the amount paid for Shares and then may be subsequently adjusted for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain or loss realized on the sale or exchange of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your account.

An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. The ability of Authorized Participants to receive a full or partial cash redemption of Creation Units of a Fund may limit the tax efficiency of the Fund. An Authorized Participant who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The Internal Revenue Service (the “IRS”), however, may assert that a loss realized upon an exchange of securities for Creation Units cannot currently be deducted, under the rules governing “wash sales” (for a person who does not mark-to-market its portfolio) or, on the basis that there has been no significant change in economic position.

Any gain or loss realized upon a creation or redemption of Creation Units will be treated as capital or ordinary gain or loss, depending on the holder’s circumstances.

The Trust, on behalf of the Funds, has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares and if, pursuant to Section 351 of the Code, a Fund would have a basis in the deposit securities different from the market value of such securities on the date of deposit. The Trust also has the right to require the provision of information necessary to determine beneficial Share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares, the purchaser (or a group of purchasers) will not recognize gain or loss upon the exchange of securities for Creation Units.

Authorized Participants purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction and whether the wash sales rule applies and when a loss may be deductible.

Taxation of Shareholders – Net Investment Income Tax. U.S. individuals with adjusted gross income (subject to certain adjustments) exceeding certain threshold amounts ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases) are subject to a 3.8% tax on all or a portion of their “net investment income,” which includes taxable interest, dividends, and certain capital gains (generally including capital gain distributions and capital gains realized on the sale of Shares). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.

Foreign Investments. Dividends and interest received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. Each Fund does not expect to satisfy the requirements for passing through to its shareholders any share of foreign taxes paid by the Fund, with the result that shareholders will not include such taxes in their gross incomes and will not be entitled to a tax deduction or credit for such taxes on their own tax returns.

If more than 50% of the value of a Fund’s assets at the close of any taxable year consists of stock or securities of foreign corporations, which for this purpose may include obligations of foreign governmental issuers, the Fund may elect, for U.S. federal income tax purposes, to treat any foreign income or withholding taxes paid by the Fund as paid by its shareholders. For any year that a Fund is eligible for and makes such an election, each shareholder of the Fund will be required to include in income an amount equal to his or her allocable share of qualified foreign income taxes paid by the Fund, and shareholders will be entitled, subject to certain holding period requirements and other limitations, to credit their portions of these amounts against their U.S. federal income tax due, if any, or to deduct their portions from their U.S. taxable income, if any. No deductions for foreign taxes paid by a Fund may be claimed, however, by non- corporate shareholders who do not itemize deductions. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund. Foreign taxes paid by a Fund will reduce the return from the Fund’s investments. If a Fund makes the election, the Fund’s shareholders will be notified annually by the Fund (or their broker) of the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions. If a Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by the Fund.

If a Fund holds shares in a “passive foreign investment company” (“PFIC”), it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in respect of deferred taxes arising from such distributions or gains.

Each Fund may be eligible to treat a PFIC as a “qualified electing fund” (“QEF”) under the Code in which case, in lieu of the foregoing requirements, the Fund will be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts will be subject to the 90% and excise tax distribution requirements described above. In order to make this election, a Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, a Fund may make a mark-to-market election that will result in such Fund being treated as if it had sold and repurchased its PFIC stock at the end of each year. In such case, a Fund would report any gains resulting from such deemed sales as ordinary income and would deduct any losses resulting from such deemed sales as ordinary losses to the extent of previously recognized gains. The election must be made separately for each PFIC owned by a Fund and, once made, is effective for all subsequent taxable years, unless revoked with the consent of the IRS. By making the election, a Fund could potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. A Fund may have to distribute this excess income to satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax. In order to distribute this income and avoid a tax at the fund level, a Fund might be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss. Each Fund intends to make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules. Amounts included in income each year by a Fund arising from a QEF election, will be “qualifying income” under the Qualifying Income Requirement (as described above) even if not distributed to such Fund, if such Fund derives such income from its business of investing in stock, securities or currencies.

Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or receivables or pays such expenses or liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other financial instruments (such as forward currency contracts and currency swaps), gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of settlement or disposition also are treated as ordinary gain or loss. The gains and losses may increase or decrease the amount of a Fund’s income to be distributed to its shareholders as ordinary income. Each Fund may elect out of the application of Section 988 of the Code with respect to the tax treatment of each of its foreign currency forward contracts to the extent that (i) such contract is a capital asset in the hands of the Fund and is not part of a straddle transaction and (ii) the Fund makes an election by the close of the day the contract is entered into to treat the gain or loss attributable to such contract as capital gain or loss.

Tax Treatment of Complex Securities. Certain of a Fund’s investments may be subject to complex provisions of the Code (including provisions relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts) that, among other things, may affect a Fund’s ability to qualify as a RIC, may affect the character of gains and losses realized by the applicable Fund (e.g., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the applicable Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark to market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause a Fund to recognize income without the applicable Fund receiving cash with which to make distributions in amounts sufficient to enable the applicable Fund to satisfy the RIC distribution requirements for avoiding income and excise taxes. A Fund intends to monitor its transactions, intends to make appropriate tax elections, and intends to make appropriate entries in its books and records to mitigate the effect of these rules and preserve the applicable Fund’s qualification for treatment as a RIC.

Certain derivative investments by a Fund, such as exchange-traded products and over-the-counter derivatives, may not produce qualifying income for purposes of the Qualifying Income Requirement described above, which must be met in order for a Fund to maintain its status as a RIC under the Code. In addition, the determination of the value and the identity of the issuer of such derivative investments are often unclear for purposes of the Diversification Requirement described above. A Fund intends to carefully monitor such investments to ensure that any non-qualifying income does not exceed permissible limits and to ensure that it is adequately diversified under the Diversification Requirement. A Fund, however, may not be able to accurately predict the non-qualifying income from these investments and there are no assurances that the IRS will agree with a Fund’s determination of the Diversification Requirement with respect to such derivatives. Failure to satisfy Diversification Requirement might also result from a determination by the IRS that financial instruments in which a Fund invests are not securities.

A Fund is required for federal income tax purposes to mark to market and recognize as income for each taxable year its net unrealized gains and losses on certain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”) as of the end of the year as well as those actually realized during the year. Gain or loss from Section 1256 Contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on Section 1256 Contracts to the extent of any unrecognized gains on offsetting positions held by the applicable Fund. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the applicable Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirement and for avoiding the excise tax discussed above. Accordingly, to avoid certain income and excise

taxes, a Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so.

Offsetting positions held by a Fund involving certain derivative instruments, such as options, forwards, and futures, as well as its long and short positions in portfolio securities, may be considered to constitute “straddles” for federal income tax purposes. In general, straddles are subject to certain rules that may affect the amount, character and timing of a Fund’s gains and losses with respect to the straddle positions by requiring, among other things, that: (1) any loss realized on disposition of one position of a straddle may not be recognized to the extent that a Fund has unrealized gains with respect to the other positions in straddle; (2) a Fund’s holding period in straddle positions be suspended while the straddle exists (possibly resulting in a gain being treated as short-term rather than long-term capital gain); (3) the losses recognized with respect to certain straddle positions that are part of a mixed straddle and are non-Section 1256 Contracts be treated as 60% long-term and 40% short-term capital loss; (4) losses recognized with respect to certain straddle positions that would otherwise constitute short-term capital losses be treated as long-term capital losses; and (5) the deduction of interest and carrying charges attributable to certain straddle positions may be deferred. Various elections are available to a Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles.

In general, the straddle rules described above do not apply to any straddles held by a Fund if all of the offsetting positions consist of Section 1256 Contracts. The straddle rules described above also do not apply if all the offsetting positions making up a straddle consist of one or more “qualified covered call options” and the stock to be purchased under the options and the straddle is not part of a larger straddle. A qualified covered call option is generally any option granted by a Fund to purchase stock it holds (or stock it acquires in connection with granting the option) if, among other things, (1) the option is traded on a national securities exchange that is registered with the SEC or other market the IRS determined has rules adequate to carry out the purposes of the applicable Code provision, (2) the option is granted more than 30 days before it expires, (3) the option is not a “deep-in-the-money option,” (4) such option is not granted by an options dealer in connection with the dealer’s activity of dealing in options, and (5) gain or loss with respect to the option is not ordinary income or loss. In addition, the straddle rules could cause distributions from a Fund that would otherwise constitute “qualified dividend income” or qualify for the dividends received deduction to fail to satisfy the applicable holding period requirements.

To the extent a Fund writes options that are not Section 1256 Contracts, the amount of the premium received by the applicable Fund for writing such options is likely to be entirely short-term capital gain to the Fund. In addition, if such an option is closed by a Fund, any gain or loss realized by the applicable Fund as a result of closing the transaction will also generally be short-term capital gain or loss. If such an option is exercised any gain or loss realized by a Fund upon the sale of the underlying security pursuant to such exercise will generally be short-term or long-term capital gain or loss to the applicable Fund depending on the Fund’s holding period for the underlying security.

If a Fund enters into a “constructive sale” of any appreciated financial position in its portfolio, the applicable Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including, but not limited to: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations. The character of the gain from constructive sales will depend upon a Fund’s holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon a Fund’s holding period in the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of a Fund’s taxable year and the applicable Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

Backup Withholding. Each Fund will be required in certain cases to withhold (as “backup withholding”) on amounts payable to any shareholder who (1) fails to provide a correct taxpayer identification number certified under penalty of perjury; (2) is subject to backup withholding by the IRS for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup withholding”; or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s ultimate U.S. tax liability. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the U.S.

Non-U.S. Shareholders. Any non-U.S. investors in a Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior to investing in the Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. Each Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of Shares of a Fund generally are

not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from a Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

Under legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act), a Fund is required to withhold 30% of certain ordinary dividends it pays to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. person that timely provides the certifications required by a fund or its agent on a valid IRS Form W-9 or applicable series of IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions (“FFIs”), such as non-U.S. investment funds, and non-financial foreign entities (“NFFEs”). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to a Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the United States to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

A non-U.S. entity that invests in a Fund will need to provide the fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. Non-U.S. investors in the Funds should consult their tax advisors in this regard.

Tax-Exempt Shareholders. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (“UBTI”). Tax-exempt entities are not permitted to offset losses from one unrelated trade or business against the income or gain of another unrelated trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under current law, each Fund generally serves to block UBTI from being realized by its tax-exempt shareholders with respect to their shares of Fund income. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a Fund if, for example, (i) the Fund invests in residual interests of Real Estate Mortgage Investment Conduits (“REMICs”), (ii) the Fund invests in a REIT that is a taxable mortgage pool (“TMP”) or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (iii) Shares constitute debt-financed property in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisers. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisers regarding these issues.

A Fund’s shares held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions from the Fund until a shareholder begins receiving payments from their retirement account.

Certain Potential Tax Reporting Requirements. Under U.S. Treasury regulations, if a shareholder recognizes a loss on disposition of Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Other Issues. In those states which have income tax laws, the tax treatment of a Fund and of Fund shareholders with respect to distributions by the Fund may differ from federal tax treatment.

The foregoing discussion is based on U.S. federal tax laws and regulations which are in effect on the date of this SAI. Such laws and regulations may be changed by legislative or administrative action. Shareholders are advised to consult their tax advisors concerning their specific situations and the application of foreign, federal, state, or local taxes.

FINANCIAL STATEMENTS

Financial statements and Annual Reports will be available after the Funds have completed a fiscal year of operations. When available, you may request a copy of the Funds’ Annual Report at no charge by calling 800-617-0004, or through the Funds’ website at www.roundhillinvestments.com.

APPENDIX A

ISS Proxy Voting Guidelines

A-1

PART C: OTHER INFORMATION

Item 28. Exhibits


Exhibit No.			Description of Exhibit
(a)	(i)		Certificate of Trust of Active Weighting Funds ETF Trust dated August 26, 2016 is incorporated by reference to Exhibit (a)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
	(ii)		Certificate of Amendment to the Certificate of Trust of Active Weighting Funds ETF Trust effective December 31, 2018 is incorporated herein by reference to Exhibit (a)(ii) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
	(iii)		Amended and Restated Declaration of Trust of Listed Funds Trust (the “Registrant” or the “Trust”) dated March 19, 2019 is incorporated herein by reference to Exhibit (a)(iii) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
(b)			Amended and Restated By-Laws of the Registrant dated March 19, 2019 are incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
(c)			For information regarding the rights of the holders of securities, please see Articles IV, VII and VIII of the Declaration of Trust, filed as Exhibit (a)(i) above.
(d)	(i)	(A)	Investment Advisory Agreement dated May 24, 2019 between the Trust and Roundhill Financial Inc. (“Roundhill”) is incorporated herein by reference to Exhibit (d)(i) to Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A, as filed with the SEC on May 24, 2019.
		(B)	Amendment to Schedule A to the Investment Advisory Agreement dated February 4, 2022 is incorporated herein by reference to Exhibit (d)(i)(B) to Post-Effective Amendment No. 190 to the Registrant’s Registration Statement on Form N-1a, as filed with the SEC on April 27, 2022.
		(C)	Amendment to Schedule A to the Investment Advisory Agreement – to be filed by subsequent amendment.
		(D)	Fee Waiver Agreement between Listed Funds Trust, on behalf of the Roundhill Cannabis ETF, and Roundhill Financial, Inc. is incorporated herein by reference to Exhibit (d)(i)(C) to Post-Effective Amendment No. 186 to the Registrant’s Registration Statement on Form N-1a, as filed with the SEC on April 14, 2022.
	(ii)	(A)	Investment Sub-Advisory Agreement dated May 24, 2019 between the Trust, Roundhill and Exchange Traded Concepts, LLC is incorporated herein by reference to Exhibit (d)(ii) to Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A, as filed with the SEC on May 24, 2019.
		(B)	Amendment to Schedule A to the Investment Sub-Advisory Agreement dated September 23, 2021 is incorporated herein by reference to Exhibit (d)(ii)(B) to Post-Effective Amendment No. 134 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 19, 2021.
		(C)	Amendment to Schedule A to the Investment Sub-Advisory Agreement – to be filed by subsequent amendment.
(e)	(i)	(A)	ETF Distribution Agreement dated September 30 , 20 21 between the Registrant and Foreside Fund Services, LLC (the “Distributor”) (the “Distribution Agreement”) is inco rporated herein by reference to Exhibit (e)(i) to Post -Effective Amendment No. 134 to the Re gistra nt ’s Registration Statement on Form N -1A, as filed with the SEC on October 19, 2021.
		(B)	Third Amendment to the ETF Distribution Agreement effective April 29, 2022 is incorporated herein by reference to Exhibit (e)(ii) to the Registrant’s Registration Statement on Form N-1A, as filed on May 2, 2022.
		(C)	[ ] Amendment to the ETF Distribution Agreement effective [ ], 2022 – to be filed by subsequent amendment.
	(ii)		Form of Authorized Participant Agreement is incorporated herein by reference to Exhibit (e)(2) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on October 2, 2017.
(f)			Not applicable.


(g)	(i)	(A)	Custody Agreement between Registrant and U.S. Bank National Association dated April 9, 2019 is incorporated herein by reference to Exhibit (G) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
		(B)	Amendment and Am ended Exhibi t 1 to the Custody Agreement dated October 2021 is incorporated herein by reference to Exhibit (g)(i)(B) to Post-Effec tive Ame ndment No. 13 4 to the Re gistrant ’s Registration Statement on Form N-1A , as filed w ith the SEC on Oc tober 19, 20 21.
		(C)	Amendment and Amended Exhibit 1 to the Custody Agreement – to be filed by subsequent amendment.
(h)	(i)	(A)	Fund Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC dated April 9, 2019 is incorporated herein by reference to Exhibit (h)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
		(B)	Amendment and A men d ed Exhibit 1 to the Fund Servicing Agreement dated October 2021 is incorporate d herein by reference to Exhi bit (h)(i )(B) to Post-Effective Amendment No. 134 to the Registrant ’s Registration S tatement on Form N-1A , as filed wi th t he SEC on O ctober 19, 2021.
		(C)	Amendment and Amended Exhibit 1 to the Fund Servicing Agreement – to be filed by subsequent amendment.
	(ii)		Powers of Attorney are incorporated herein by reference to Exhibit (h)(ii) to the Registrant’s Registration Statement on Form N-1A, as filed on June 24, 2022.
	(iii)		Certificate of Secretary dated February 6, 2019 is incorporated herein by reference to Exhibit (h)(vi) to the Registrant’s Registration Statement on Form N-1A, as filed on February 6, 2019.
(i)	(i)		Opinion and Consent of Counsel for Roundhill BITKRAFT Esports & Digital Entertainment ETF is inc orporated herein by reference to Ex hibit (i) to the Registrant ’s Registration Statement on Form N-1A , as filed on May 24, 201 9.
	(ii)		Opinion and Consent of Counsel for Roundhill Sports Betting & Gaming ETF is incor por a ted herein by ref erence to Exh ibit (i) to th e Registrant ’s Registra tion Statement on Form N-1A, as filed on May 29, 2020.
	(iii)		Opinion and Consent of Counsel for Round hill Streaming Ser vices & Techno logy ETF is incorporated herein by reference to Exhibit (i)(iii) to the Registrant ’s Registration S tatement on Form N-1A, a s filed on February 3, 2021.
	(iv)		Opinion and Consent of Counsel for Roundhill MVP ETF is incorporated herein by reference to Exhibit (i)(iv) to the Registrant’s Registration Statement on Form N-1A, as filed on March 15, 2021.
	(v)		Opinion and Consent of Counsel for Roundhill Ball Metaverse ETF is incorporated herein by reference to Exhibit (i)(v) to the Registrant’s Registration Statement on Form N-1A, as filed on June 28, 2021.
	(vi)		Opinion and Consent of Counsel for Roundhill IO Digital Infrastructure ETF is incorporated herein by reference to Exhibit (i)(vi) to the Registrant’s Registration Statement on Form N-1A, as filed on October 19, 2021.
	(vii)		Opinion and Consent of Counsel for Roundhill MEME ETF is incorporated herein by reference to Exhibit (i)(viii) to the Registrant’s Registration Statement on Form N-1A, as filed on December 6, 2021.
	(viii)		Opinion and Consent of Counsel for Roundhill Cannabis ETF in incorporated herein by reference to Exhibit (viii) to the Registrant’s Registration Statement on Form N-1A, as filed on April 14, 2022.
	(ix)		Opinion and Consent of Counsel for Roundhill Bitcoin Futures ETF – to be filed by subsequent amendment.
	(x)		Opinion and Consent of Counsel for Roundhill TRAX Samsung Shares and Roundhill TRAX Saudi Aramco Shares – to be filed by subsequent amendment.
	(xi)		Opinion and Consent of Counsel for Roundhill TRAX Shares – to be filed by subsequent amendment.
(j)			Consent of Independent Registered Public Accounting Firm – to be filed by subsequent amendment.
(k)			Not applicable.
(l)			Not applicable.
(m)	(i)		Rule 12b-1 Plan dated September 13, 2017 (the “12b-1 Plan”) is incorporated herein by reference to Exhibit (m) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC on October 2, 2017.
	(ii)		Amended Appendix A to the Rule 12b-1 Plan is incorporated herein by reference to Exhibit (m)(ii) to the Registrant’s Registration Statement on Form N-1A, as filed on May 2, 2022.
	(iii)		Amended Appendix A to the Rule 21b-1 Plan – to be filed by subsequent amendment.
(n)			Not applicable.


(o)		Reserved.
(p)	(i)	Registrant’s Code of Ethics dated March 19, 2019 is incorporated herein by reference to Exhibit (p)(1) to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (File No. 333-215588 and 811- 23226), as filed with the Securities and Exchange Commission on April 26, 2019.
	(ii)	Code of Ethics for Roundhill Financial, LLC is incorporated herein by reference to Exhibit (p)(ii) to Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A, as filed with the SEC on May 24, 2019.
	(iii)	Code of Ethics for Exchange Traded Concepts, LLC is incorporated herein by reference to Exhibit (p)(iii) to Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A, as filed with the SEC on May 24, 2019.
(q)		Opinions with Respect to the Execution of Derivatives and Purchase of Cannabis Company Securities is incorporated herein by reference to Exhibit (q) to Post-Effective Amendment No. 186 to the Registrant’s Registration Statement on Form N-1A, as filed on April 14, 2022.

Item 29. Persons Controlled by or Under Common Control with the Registrant

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30. Indemnification

Every person who is, has been, or becomes a Trustee or officer of the Registrant (hereinafter referred to as a “Covered Person”) shall be indemnified by the Registrant to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by them in connection with the defense of any proceeding in which they become involved as a party or otherwise by virtue of their being or having been such a Trustee or officer, and against amounts paid or incurred by them in the settlement thereof. Every person who is, has been, or becomes an agent of the Registrant may, upon due approval of the Trustees (including a majority of the Trustees who are not interested persons of the Registrant), be indemnified by the Registrant, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by them in connection with the defense of any proceeding in which they become involved as a party or otherwise by virtue of their being or having been an agent, and against amounts paid or incurred by him in the settlement thereof. Every Person who is serving or has served at the request of the Registrant as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not interested persons of the Registrant), be indemnified by the Registrant, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by them in connection with the defense of any proceeding in which they become involved as a party or otherwise by virtue of their being or having held such Other Position, and against amounts paid or incurred by them in the settlement thereof.

The Registrant shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any proceeding, by reason of alleged acts or omissions within the scope of their service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by them in connection with such proceeding to the maximum extent consistent with state law and the Investment Company Act of 1940, as amended.

No indemnification shall be provided to any person who shall have been adjudicated by a court or body before which the proceeding was brought: (i) to be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office, or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

This Item incorporates by reference each investment adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the SEC, as listed below. Each Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov. Additional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each officer and director of the below-listed investment advisers is included in the Trust’s Statement of Additional Information.


Investment Adviser and Sub-Adviser			SEC File No.
Roundhill Financial LLC			801-114971
Exchange Traded Concepts, LLC			801-70485

Item 32. Principal Underwriter.

(a) Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.ABS Long/Short Strategies Fund

2.Absolute Shares Trust

3.Adaptive Core ETF, Series of Collaborative Investment Series Trust

4.AdvisorShares Trust

5.AFA Multi-Manager Credit Fund

6.AGF Investments Trust

7.AIM ETF Products Trust

8.Alexis Practical Tactical ETF, Series of Listed Funds Trust

9.Alpha Intelligent – Large Cap Growth ETF, Series of Listed Funds Trust

10.Alpha Intelligent – Large Cap Value ETF, Series of Listed Funds Trust

11.AlphaCentric Prime Meridian Income Fund

12.American Century ETF Trust

13.Amplify ETF Trust

14.Applied Finance Core Fund, Series of World Funds Trust

15.Applied Finance Explorer Fund, Series of World Funds Trust

16.Applied Finance Select Fund, Series of World Funds Trust

17.ARK ETF Trust

18.ASYMmetric ETFs Trust

19.Bluestone Community Development Fund

20.BondBloxx ETF Trust

21.Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust

22.Bridgeway Funds, Inc.

23.Brinker Capital Destinations Trust

24.Brookfield Real Assets Income Fund Inc.

25.Build Funds Trust

26.Calamos Convertible and High Income Fund

27.Calamos Convertible Opportunities and Income Fund

28.Calamos Dynamic Convertible and Income Fund

29.Calamos Global Dynamic Income Fund

30.Calamos Global Total Return Fund

31.Calamos Strategic Total Return Fund

32.Carlyle Tactical Private Credit Fund

33.Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust

34.Cboe Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust

35.Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust

36.Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust

37.Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust

38.Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust

39.Center Coast Brookfield MLP & Energy Infrastructure Fund

40.Changebridge Capital Long/Short ETF, Series of Listed Funds Trust

41.Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust

42.Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust

43.Clifford Capital International Value Fund, Series of World Funds Trust

44.Clifford Capital Partners Fund, Series of World Funds Trust

45.Cliffwater Corporate Lending Fund

46.Cliffwater Enhanced Lending Fund

47.Cohen & Steers Infrastructure Fund, Inc.

48.Convergence Long/Short Equity ETF, Series of Trust for Professional Managers

49.CornerCap Group of Funds

50.CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers

51.Curasset Capital Management Core Bond Fund, Series of World Funds Trust

52.Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust

53.Davis Fundamental ETF Trust

54.Defiance Digital Revolution ETF, Series of ETF Series Solutions

55.Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions

56.Defiance Next Gen Altered Experience ETF, Series of ETF Series Solutions

57.Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions

58.Defiance Next Gen H2 ETF, Series of ETF Series Solutions

59.Defiance Next Gen SPAC Derived ETF, Series of ETF Series Solutions

60.Defiance Quantum ETF, Series of ETF Series Solutions

61.Direxion Shares ETF Trust

62.Dividend Performers ETF, Series of Listed Funds Trust

63.Dodge & Cox Funds

64.DoubleLine ETF Trust

65.DoubleLine Opportunistic Credit Fund

66.DoubleLine Yield Opportunities Fund

67.Eaton Vance NextShares Trust

68.Eaton Vance NextShares Trust II

69.EIP Investment Trust

70.Ellington Income Opportunities Fund

71.Esoterica Thematic ETF Trust

72.ETF Opportunities Trust

73.Evanston Alternative Opportunities Fund

74.Exchange Listed Funds Trust

75.Fiera Capital Series Trust

76.FlexShares Trust

77.FOMO ETF, Series of Collaborative Investment Series Trust

78.Forum Funds

79.Forum Funds II

80.Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust

81.Grayscale Future of Finance ETF, Series of ETF Series Solutions

82.Grizzle Growth ETF, Series of Listed Funds Trust

83.Guinness Atkinson Funds

84.Harbor ETF Trust

85.Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust

86.IDX Funds

87.Innovator ETFs Trust

88.Ironwood Institutional Multi-Strategy Fund LLC

89.Ironwood Multi-Strategy Fund LLC

90.John Hancock Exchange-Traded Fund Trust

91.Kelly Strategic ETF Trust

92.LifeGoal Conservative Wealth Builder ETF, Series of Northern Lights Fund Trust II

93.LifeGoal Home Down Payment ETF, Series of Northern Lights Fund Trust II

94.LifeGoal Wealth Builder ETF, Series of Northern Lights Fund Trust II

95.Mairs & Power Balanced Fund, Series of Trust for Professional Managers

96.Mairs & Power Growth Fund, Series of Trust for Professional Managers

97.Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers

98.Mairs & Power Small Cap Fund, Series of Trust for Professional Managers

99.Manor Investment Funds

100.Merk Stagflation ETF, Series of Listed Funds Trust

101.Milliman Variable Insurance Trust

102.Mindful Conservative ETF, Series of Collaborative Investment Series Trust

103.Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV

104.Mohr Growth ETF, Series of Collaborative Investment Series Trust

105.Morgan Creek - Exos Active SPAC Arbitrage ETF, Series of Listed Funds Trust

106.Morgan Creek - Exos SPAC Originated ETF, Series of Listed Funds Trust

107.Morningstar Funds Trust

108.OTG Latin American Fund, Series of World Funds Trust

109.Overlay Shares Core Bond ETF, Series of Listed Funds Trust

110.Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust

111.Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust

112.Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust

113.Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust

114.Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust

115.Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust

116.Palmer Square Opportunistic Income Fund

117.Partners Group Private Income Opportunities, LLC

118.PENN Capital Funds Trust

119.Performance Trust Mutual Funds, Series of Trust for Professional Managers

120.Perkins Discovery Fund, Series of World Funds Trust

121.Philotimo Focused Growth and Income Fund, Series of World Funds Trust

122.Plan Investment Fund, Inc.

123.PMC Funds, Series of Trust for Professional Managers

124.Point Bridge America First ETF, Series of ETF Series Solutions

125.Preferred-Plus ETF, Series of Listed Funds Trust

126.Putnam ETF Trust

127.Quaker Investment Trust

128.Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust

129.Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust

130.Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust

131.Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust

132.REMS Real Estate Value-Opportunity Fund, Series of World Funds Trust

133.Renaissance Capital Greenwich Funds

134.Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust

135.Reynolds Funds, Inc.

136.RiverNorth Patriot ETF, Series of Listed Funds Trust (f/k/a RiverNorth Volition America Patriot ETF)

137.RMB Investors Trust

138.Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust

139.Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust

140.Roundhill Ball Metaverse ETF, Series of Listed Funds Trust

141.Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust

142.Roundhill Cannabis ETF, Series of Listed Funds Trust

143.Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust

144.Roundhill MEME ETF, Series of Listed Funds Trust

145.Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust

146.Rule One Fund, Series of World Funds Trust

147.Salient MF Trust

148.Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust

149.Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust

150.Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust

151.SHP ETF Trust

152.Six Circles Trust

153.Sound Shore Fund, Inc.

154.Sparrow Funds

155.Spear Alpha ETF, Series of Listed Funds Trust

156.STF Tactical Growth & Income ETF, Series of Listed Funds Trust

157.STF Tactical Growth ETF, Series of Listed Funds Trust

158.Strategy Shares

159.Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust

160.Syntax ETF Trust

161.Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust

162.The B.A.D. ETF, Series of Listed Funds Trust

163.The Chartwell Funds

164.The Community Development Fund

165.The De-SPAC ETF, Series of Collaborative Investment Series Trust

166.The Finite Solar Finance Fund

167.The Private Shares Fund (f/k/a SharesPost 100 Fund)

168.The Short De-SPAC ETF, Series of Collaborative Investment Series Trust

169.The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust

170.Third Avenue Trust

171.Third Avenue Variable Series Trust

172.Tidal ETF Trust

173.TIFF Investment Program

174.Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan

175.Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan

176.Timothy Plan International ETF, Series of The Timothy Plan

177.Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan

178.Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan

179.Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan

180.Total Fund Solution

181.TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust

182.TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust

183.TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust

184.TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust

185.TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust

186.TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust

187.TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust

188.TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust

189.TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust

190.TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust

191.TrueShares Structured Outcome (May) ETF, Listed Funds Trust

192.TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust

193.TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust

194.TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust

195.TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust

196.Tuttle Capital Short Innovation ETF, Series of Collaborative Investment Series Trust

197.U.S. Global Investors Funds

198.Union Street Partners Value Fund, Series of World Funds Trust

199.Variant Alternative Income Fund

200.Variant Impact Fund

201.VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

202.VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II

203.VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II

204.VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II

205.VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II

206.VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II

207.VictoryShares Protect America ETF, Series of Victory Portfolios II

208.VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II

209.VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

210.VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II

211.VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

212.VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

213.VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

214.VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II

215.VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

216.VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II

217.VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II

218.VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II

219.VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II

220.VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II

221.VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II

222.VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II

223.Walthausen Funds

224.West Loop Realty Fund, Series of Investment Managers Series Trust

225.WisdomTree Trust

226.WST Investment Trust

227.XAI Octagon Floating Rate & Alternative Income Term Trust

(b) The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.


Name	Address	Position with Underwriter	Position with Registrant
Teresa Cowan	111 E. Kilbourn Avenue, Suite 2200 Milwaukee, WI 53202	President/Manager	None
Chris Lanza	Three Canal Plaza, Suite 100 Portland, ME 04101	Vice President	None
Kate Macchia	Three Canal Plaza, Suite 100 Portland, ME 04101	Vice President	None
Nanette K. Chern	Three Canal Plaza, Suite 100 Portland, ME 04101	Vice President and Chief Compliance Officer	None
Kelly B. Whetstone	Three Canal Plaza, Suite 100 Portland, ME 04101	Secretary	None
Susan L. LaFond	111 E. Kilbourn Avenue, Suite 2200 Milwaukee, WI 53202	Treasurer	None

Item 33. Location of Accounts and Records

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:


Records Relating to:			Are located at:
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent			U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202
Registrant’s Custodian			U.S. Bank, National Association 1555 N. Rivercenter Drive, Suite 302 Milwaukee, Wisconsin 53212
Registrant’s Principal Underwriter			Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Registrant’s Investment Adviser			Roundhill Financial LLC 154 West 14th Street, 2nd Floor New York, New York 10011
Registrant’s Sub-Adviser			Exchange Traded Concepts, LLC 10900 Hefner Pointe Drive, Suite 400 Oklahoma City, Oklahoma 73120

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin, on August 26, 2022.


			Listed Funds Trust

By:			/s/ Kent Barnes
			Kent Barnes
			Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on August 26, 2022.


Signature			Title

*John L. Jacobs			Trustee
John L. Jacobs

*Koji Felton			Trustee
Koji Felton

*Pamela H. Conroy			Trustee
Pamela H. Conroy

*Paul R. Fearday			Trustee and Chairman
Paul R. Fearday

*Gregory C. Bakken			President and Principal Executive Officer
Gregory C. Bakken

*Travis G. Babich			Treasurer and Principal Financial Officer
Travis G. Babich

*By: /s/ Kent Barnes Kent Barnes, Attorney-in-Fact Pursuant to Powers of Attorney