AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT

AMENDMENT TO THE

LISTED FUNDS TRUST CUSTODY AGREEMENT

THIS AMENDMENT to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block, 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 the Agreement to add the Xxxxxxx Growth ETF to its series and to add the respective fee schedule as Exhibit 21; 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 the Agreement as follows:

Exhibit 21 is hereby added to the Agreement and attached hereto.

This amendment will become effective upon the commencement of operations of the Fund. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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/ Xxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxx						Name: Xxxxx Xxxxxxxxx
Title: President						Title: Senior Vice President
Date: 12/9/2021						Date: 12/10/2021

EXHIBIT 21

to the Listed Funds Trust Custody Agreement

List of Funds and Fee Schedule at December 2021

Name of Series

Xxxxxxx Growth ETF

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum1 where Xxxxxxx (the “Adviser”) acts as investment adviser to the fund(s) in the same Regulated Investment Company.

Annual Minimum per Fund2

Basis Points on Trust AUM2

Funds 1-5

$____

First $1b

____bp

Funds 6+

$____

Balance

____bp

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, 2021 and terminated the relationship on June 30, 2022, Adviser would owe U.S. Bank up to 50% of $48,000 ($45,000 admin/acct/ta + $3,000 Custody).

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

EXHIBIT 21 (continued) to the Listed Funds Trust Custody Agreement

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)

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 3% 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 2%, unless a line of credit is in place

•Third Party lending - Additional fees will apply

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.

EXHIBIT 21 (continued) to the Listed Funds Trust Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee

A monthly base fee of $[ ] per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply.

Plus:

Global Custody Transaction Fees1

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

•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 below)

Tax Reclamation Services

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.”

Acknowledged by

By: Xxxxxxx Investment Management, LLC

By: ____________________________

Name: _________________________

Title: _____________________________

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Argentina

Hong Kong

Poland

Australia

Hungary

Portugal

Austria

Iceland

Qatar

Bahrain

India

Romania

Bangladesh

Indonesia

Russia

Belgium

Ireland

Saudi Arabia

Bermuda

Israel

Serbia

Botswana

Italy

Singapore

Brazil

Japan

Slovakia

Bulgaria

Jordan

South Africa

Canada

Kenya

South Korea

Chile

Kuwait

Spain

China Connect

Latvia

Sri Lanka

China (B Shares)

Lithuania

Sweden

Colombia

Luxembourg

Switzerland

Costa Rica

Malaysia

Taiwan

Croatia

Malta

Thailand

Cyprus

Mauritius

Tunisia

Czech Republic

Mexico

Turkey

Denmark

Morocco

UAE

Egypt

Namibia

Uganda

Estonia

Netherlands

Eswatini

New Zealand

Ukraine

Euroclear (Eurobonds)

Nigeria

United Kingdom

Euroclear (Non-Eurobonds)

Rates are available upon request

Rates are available upon request

Norway

Uruguay

Finland

Oman

Vietnam

France

Pakistan

West African Economic Monetary Union (WAEMU)*

Germany

Panama

Zambia

Ghana

Peru

Zimbabwe

Greece

Philippines

* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.