AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT

AMENDMENT TO THE

LISTED FUNDS TRUST CUSTODY AGREEMENT

THIS AMENDMENT effective as of the last date on the signature block (the “Effective Date”) to the Custody Agreement dated as of April 9, 2019, as amended (the “Agreement”), is entered into by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend Exhibit 7 to add TrueShares Active Yield ETF, to remove TrueShares ESG Active Opportunities ETF, and to take into account present circumstances; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend Exhibit 7 of the Agreement as follows:

Exhibit 7 of the Agreement is hereby superseded and replaced in its entirety with Exhibit 7 attached hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year written below.

LISTED FUNDS TRUST

U.S. BANK N.A.

By:

/s/ Xxxxxxx X. Xxxxxx

By:

/s/ Xxxxxxx Xxxxxx

Name:

Xxxxxxx X. Xxxxxx

Name:

Xxxx Xxxxxx

Title:

President

Title:

Senior Vice President

Date:

April 11, 2024

Date:

April 12, 2024

1

Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

EXHIBIT 7 to the

Listed Funds Trust Custody Agreement

Funds and Fee Schedule

Name of Series

TrueMark Technology, AI & Deep Learning ETF

Opal Dividend Income ETF

RiverNorth Patriot ETF

RiverNorth Enhanced Pre-Merger SPAC ETF

TrueShares Eagle Global Renewable Energy Income ETF

TrueShares Active Yield ETF

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum1 where Adviser acts as investment adviser to the fund(s) in the same registered investment company.

Annual Minimum per Fund2									Basis Points on Trust AUM2
$[ ] for Funds 1-5									[ ] on the first $1b
$[ ] for Funds 6+									[ ] on the balance

See APPENDIX C for Services and Associated Fees in addition to Base Fee

See Additional Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee

1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2019 and terminated the relationship on June 30, 2020, Adviser would owe U.S. Bank up to [ ]% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody + $[ ] Distributor).

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

2 Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly

2

Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

APPENDIX C - Custody Services in addition to the Base Fee

Portfolio Transaction Fees2

•$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

•$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

•$[ ] – Option/SWAPS/future contract written, exercised or expired

•$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire

•$[ ] – Physical security transaction

•$[ ] – Check disbursement (waived if U.S. Bank is Administrator)

•$[ ] – Manual instructions fee. (Additional Per Securities and Cash Transactions)

•$[ ] – Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)

•$[ ] – Per Non-USD wire.

•$[ ] – Per Non-FX Executed at U.S. Bank

•$[ ] – Monthly charge on zero valued securities (Per ISIN)

•$[ ] – Per Proxy Vote cast.

•$[ ] – Dormant account fee (one year no activity)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

•Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

•$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

•Class Action Services – $[ ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $[ ].

•No charge for the initial conversion free receipt.

•Overdrafts – charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place.

•Additional fees will apply - Third Party lending

Fees are calculated pro rata and billed monthly

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

2 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades".

3

Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Additional Global Sub-Custodial Services Annual Fee Schedule

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Australia

[ ]

$[ ]

Hungary

[ ]

$[ ]

Poland

[ ]

$[ ]

Argentina

[ ]

$[ ]

Iceland

[ ]

$[ ]

Portugal

[ ]

$[ ]

Austria

[ ]

$[ ]

India

[ ]

$[ ]

Qatar

[ ]

$[ ]

Bahrain

[ ]

$[ ]

Indonesia

[ ]

$[ ]

Romania

[ ]

$[ ]

Bangladesh

[ ]

$[ ]

Ireland

[ ]

$[ ]

Russia

[ ]

$[ ]

Belgium

[ ]

$[ ]

Israel

[ ]

$[ ]

Serbia

[ ]

$[ ]

Bermuda

[ ]

$[ ]

Italy

[ ]

$[ ]

Singapore

[ ]

$[ ]

Botswana

[ ]

$[ ]

Japan

[ ]

$[ ]

Slovakia

[ ]

$[ ]

Brazil

[ ]

$[ ]

Jordan

[ ]

$[ ]

Slovenia

[ ]

$[ ]

Bulgaria

[ ]

$[ ]

Kenya

[ ]

$[ ]

South Africa

[ ]

$[ ]

Canada

[ ]

$[ ]

Kuwait

[ ]

$[ ]

South Korea

[ ]

$[ ]

Chile

[ ]

$[ ]

Latvia

[ ]

$[ ]

Spain

[ ]

$[ ]

China Connect

[ ]

$[ ]

Lithuania

[ ]

$[ ]

Sri Lanka

[ ]

$[ ]

China (B Shares)

[ ]

$[ ]

Luxembourg

[ ]

$[ ]

Eswatini

[ ]

$[ ]

Colombia

[ ]

$[ ]

Malaysia

[ ]

$[ ]

Sweden

[ ]

$[ ]

Costa Rica

[ ]

$[ ]

Malta

[ ]

$[ ]

Switzerland

[ ]

$[ ]

Croatia

[ ]

$[ ]

Mauritius

[ ]

$[ ]

Taiwan

[ ]

$[ ]

Cyprus

[ ]

$[ ]

Mexico

[ ]

$[ ]

Thailand

[ ]

$[ ]

Czech Republic

[ ]

$[ ]

Morocco

[ ]

$[ ]

Tunisia

[ ]

$[ ]

Denmark

[ ]

$[ ]

Namibia

[ ]

$[ ]

Turkey

[ ]

$[ ]

Egypt

[ ]

$[ ]

Netherlands

[ ]

$[ ]

UAE

[ ]

$[ ]

Estonia

[ ]

$[ ]

New Zealand

[ ]

$[ ]

Uganda

[ ]

$[ ]

Euroclear (Eurobonds)

[ ]

$[ ]

Nigeria

[ ]

$[ ]

Ukraine

[ ]

$[ ]

Euroclear (Non-Eurobonds)

[ ]

$[ ]

Norway

[ ]

$[ ]

United Kingdom

[ ]

$[ ]

Finland

[ ]

$[ ]

Oman

[ ]

$[ ]

Uruguay

[ ]

$[ ]

France

[ ]

$[ ]

Pakistan

[ ]

$[ ]

Vietnam

[ ]

$[ ]

Germany

[ ]

$[ ]

Panama

[ ]

$[ ]

West African Economic Monetary Union (WAEMU)*

[ ]

$[ ]

Ghana

[ ]

$[ ]

Peru

[ ]

$[ ]

Zambia

[ ]

$[ ]

Greece

[ ]

$[ ]

Philippines

[ ]

$[ ]

Zimbabwe

[ ]

$[ ]

Hong Kong

[ ]

$[ ]

Saudi Arabia

[ ]

$[ ]

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

4

Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Global Custody Base Fee

$[ ] monthly base fee per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. "Safekeeping and transaction fees are assessed on security and currency transactions."

Plus: Global Custody Transaction Fees1

Global Custody transaction fees associate with Sponsor Trades2. (See schedule above)

•A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.

Global Safekeeping and Transaction Fees

(See schedule above)

Global Custody Tax Services:

■Global Filing: $[ ] per annum

■U.S. Domestic Filing: $[ ] per annum (Only ADRs)

■Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process).

Miscellaneous Expenses

•Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

•A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

•SWIFT reporting and message fees.

Fees are calculated pro rata and billed monthly

1“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

TRUEMARK INVESTMENTS, LLC
By:			/s/ Xxxxxxx Xxxxxx
Name:			Xxxxxxx Xxxxxx
Title:			CEO
Date:			10/13/2022

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