Item 1. Reports to Stockholders.
(a)(1) The Registrant’s Board of Trustees has determined
that the Registrant has an audit committee financial expert on the audit committee.
(a)(2) The audit committee financial expert Timothy Jacoby
is an independent trustee as defined in Form N-CSR Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrant's principal accountant
for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years are as follows:
(b) Audit-Related Fees.
There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are
reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph
(a) of this Item.
(c) Tax Fees. The aggregate
fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are
as follows:
Preparation of Federal & State income tax returns, assistance with
calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
(d) All Other Fees.
The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrant’s principal
accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended April
30, 2026, and 2025, respectively.
(e)(1) The Trust’s Audit Committee has adopted,
and the Board of Trustees has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth
the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Trust may be pre-approved.
(e)(2) There were no services described in each
of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.
(f) Not applicable.
(g) All non-audit fees
billed by the registrant's principal accountant for services rendered to the registrant for the fiscal years ended April 30, 2026, and
2025 respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant's principal accountant
for the registrant's adviser.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
The Registrant is a listed issuer as defined in Rule 10A-3 under the
Exchange Act and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The Registrant's audit committee members are Timothy J. Jacoby (chairman), Linda Petrone and Stuart Strauss.
(a) The
Schedule of Investments is included as part of the Financial Statements and Other Information filed under Item 7 of this form.
Item 7. Financial Statements and Financial
Highlights for Open-End Investment Companies.
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 |
1. Organization
Exchange
Listed Funds Trust (the “Trust”) was organized on April 4, 2012 as a Delaware statutory trust and is registered with
the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”)
as an open-end management investment company. The Agreement and Declaration of Trust permits the Trust to
issue an unlimited number of shares of beneficial interest (“Shares”) in one or more series representing interests in separate
portfolios of securities. The Trust has registered its Shares in multiple separate series. The assets of each series in the Trust are
segregated and a shareholder’s interest is limited to the series in which Shares are held. The financial statements presented herein
relate to the funds listed below and are individually referred to as a “Fund” or collectively as the “Funds”:
QRAFT
AI-Enhanced U.S. Large Cap ETF
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF
LG
QRAFT AI-Powered U.S. Large Cap Core ETF
The
QRAFT AI-Enhanced U.S. Large Cap Momentum ETF is classified as a non-diversified
investment company under the 1940 Act. The QRAFT AI-Enhanced U.S. Large Cap ETF and the LG QRAFT AI-Powered
U.S. Large Cap Core ETF are classified as diversified investment companies under the 1940 Act.
Each
Fund is an actively managed exchange-traded fund (“ETF”). Unlike index ETFs, actively managed
ETFs do not seek to track the performance of a specified index. Instead, each Fund uses an active investment strategy in seeking to meet
its investment objective.
Each
Fund seeks capital appreciation. Each of the QRAFT AI-Enhanced U.S. Large Cap ETF, QRAFT AI-Enhanced
U.S. Large Cap Momentum ETF and the LG QRAFT AI-Powered U.S. Large Cap Core ETF seeks to achieve
its investment objective by investing at least 80% of its net assets, plus the amounts of any borrowings for investment purposes, in securities
of U.S. listed large capitalization companies (as such term is defined in each Fund’s prospectus). The QRAFT AI-Enhanced
U.S. Large Cap ETF and QRAFT AI-Enhanced U.S. Large Cap Momentum ETF commenced operations on
May 20, 2019. The LG QRAFT AI-Powered U.S. Large Cap Core ETF commenced operations on November 7,
2023.
Under
the Trust’s organizational documents, its officers and Board of Trustees (the “Board”) are indemnified against certain
liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust may
enter into contracts with vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made against the Trust.
2. Basis
of Presentation and Significant Accounting Policies
The
following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements. These
policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
The Trust is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment
Companies.”
(a) Use
of Estimates
The
preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and income
and expenses during the reporting period. Management believes the estimates and security valuations are appropriate; however, actual results
may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value each Fund
ultimately realizes upon sale of the securities.
(b) Segment
Reporting
In
accordance with the FASB Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures, Exchange Traded Concepts, LLC, each Fund’s investment adviser (the “Adviser”),
reviewed each Fund in the Trust, evaluated its business activities and determined that each Fund operates as a single reportable operating
segment.
17
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
An
operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may
recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating
decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and
has discrete financial information available. The CODM is comprised of the Co-Chief Executive Officers of
the Adviser, and who are also officers of the Trust. The CODM has established various management committees to assist the CODM with overseeing
aspects of the fund’s daily operations and financial reporting. Through these committees, the CODM manages each Fund’s operations
to achieve the investment objective, as detailed in its prospectus, through the execution of the Fund’s investment strategies.
Each Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and
assessed as a whole by the CODM responsible for oversight functions of the Fund.
(c) Valuation
of Investments
Each
Fund records investments at fair value using procedures approved by the Board and are generally valued using market valuations (Market
Approach). A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker
(or dealer) or (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). 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.
Rule 2a-5
under the 1940 Act establishes requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund
boards to designate a fund’s investment adviser to perform fair-value determinations, subject to board
oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes
of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available.
Pursuant
to the requirements of Rule 2a-5, the Board (i) has designated the Adviser as the Board’s
valuation designee to perform fair-value determinations for the Fund through the Adviser’s Valuation
Committee and (ii) has approved the Adviser’s Valuation Procedures.
In
the event that current market valuations are not readily available or such valuations do not reflect current fair market value, the Trust’s
procedures require the Valuation Committee, in accordance with the Trust’s Board-approved Valuation
Procedures, to determine a security’s fair value. In determining such value, the Valuation Committee may consider, among other
things, (i) price comparisons among multiple sources, (ii) a review of corporate actions and news events, and (iii) a
review of relevant financial indicators (e.g., movement in interest rates or market indices). Fair value pricing involves subjective judgments
and it is possible that the fair value determination for a security is materially different than the value that could be realized upon
the sale of the security. With respect to securities that are primarily listed on foreign exchanges, the value of each Fund’s portfolio
securities may change on days when the investors will not be able to purchase or sell their Shares.
Each
Fund discloses the fair value of its investments in a hierarchy that distinguishes between: (1) market participant assumptions
developed based on market data obtained from sources independent of each Fund (observable inputs) and (2) each Fund’s own
assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable
inputs). The three levels defined by the hierarchy are as follows:
• Level
1 – Quoted prices in active markets for identical assets.
• Level
2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.).
• Level
3 – Significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of
investments).
18
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
The
inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Pursuant
to the Valuation Procedures noted previously, equities and short-term investments are generally categorized
as Level 1 in the fair value hierarchy (unless there is a fair valuation event, in which case affected securities are generally
categorized as Level 2 or Level 3).
The
following is a summary of the valuations as of April 30, 2026, for each Fund based upon the three levels defined above:
QRAFT
AI-Enhanced
U.S. Large Cap ETF
|
Assets
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total
|
|
Common
Stocks* |
|
$
|
14,838,108
|
|
$
|
—
|
|
$
|
—
|
|
$
|
14,838,108
|
|
Rights
|
|
|
—
|
|
|
—
|
|
|
—^
|
|
|
—
|
|
Total
|
|
$
|
14,838,108
|
|
$
|
—
|
|
$
|
—
|
|
$
|
14,838,108
|
QRAFT
AI-Enhanced
U.S. Large Cap Momentum ETF
|
Assets
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total
|
|
Common
Stocks* |
|
$
|
30,447,101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,447,101
|
|
Total
|
|
$
|
30,447,101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,447,101
|
LG
QRAFT AI-Powered
U.S. Large Cap Core ETF
|
Assets
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total
|
|
Common
Stocks* |
|
$
|
2,097,173
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,097,173
|
|
Total
|
|
$
|
2,097,173
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,097,173
|
*
See Schedule of Investments for additional detailed categorizations.
^
Includes securities valued at $0.
The
QRAFT AI-Enhanced U.S. Large Cap ETF held Level 3 securities at the end of the period. The securities
classified as Level 3 are deemed immaterial.
(d) Investment
Transactions and Related Income
For
financial reporting purposes, investment transactions are reported on the trade date. However, for daily Net Asset Value (“NAV”)
determination, portfolio securities transactions are reflected no later than in the first calculation on the first
business day following the trade date. Dividend income is recorded on the ex-dividend
date. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount,
using the effective yield method. Gains or losses realized on sales of securities are determined using the specific identification method
by comparing the identified cost of the security lot sold with the net sales proceeds. Dividend Income on the Statements of Operations
is shown net of any foreign taxes withheld on income from foreign securities, which are provided for in accordance with each Fund’s
understanding of the applicable tax rules and regulations, if any.
(e) Foreign
Currency Transactions
The
accounting records of each Fund are maintained in U.S. dollars. Financial instruments and other assets and liabilities of each
Fund denominated in a foreign currency, if any, are translated into U.S. dollars at current exchange rates. Purchases and sales
of financial instruments, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the date
of the transaction. Each Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates
from those resulting from changes in values to financial instruments. Such fluctuations are included with the net realized and unrealized
gains or losses from investments. Realized foreign exchange gains or
19
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
losses
arise from transactions in financial instruments and foreign currencies, currency exchange fluctuations between the trade and settlement
date of such transactions, and the difference between the amount of assets and liabilities recorded and the U.S. dollar equivalent
of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and
liabilities, including financial instruments, resulting from changes in currency exchange rates. Each Fund may be subject to foreign taxes
related to foreign income received, capital gains on the sale of securities and certain foreign currency transactions (a portion of which
may be reclaimable). All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign
jurisdictions in which each Fund invests.
(f) Federal
Income Tax
It
is the policy of each Fund to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986 (the “Code”) and to distribute substantially all of its net investment income and capital gains, if any, to
its shareholders. Therefore, no federal income tax provision is required as long as each Fund qualifies as a regulated investment company.
Management
of each Fund has evaluated tax positions taken or expected to be taken in the course of preparing each Fund’s tax returns
to determine whether it is more-likely-than-not (i.e.,
greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the
position. A tax position that meets the more-likely-than-not recognition
threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken
in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for taxes payable
(or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense.
In general, tax positions taken in previous tax years remain subject to examination by tax authorities (generally three years
for federal income tax purposes). The determination has been made that there are not any uncertain tax positions that would require each
Fund to record a tax liability and, therefore, there is no impact to the Fund’s financial statements. Each Fund’s policy
is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on
its Statements of Operations. As of April 30, 2026, the Funds did not have any interest or penalties associated with the underpayment
of any income taxes.
(g) Distributions
to Shareholders
Each
Fund pays out dividends from its net investment income at least quarterly and distributes its net capital gains, if any, to investors
at least annually. Each Fund may make distributions on a more frequent basis to comply with the distributions requirement of the Code,
in all events in a manner consistent with the provisions of the 1940 Act.
The
amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations,
which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature.
To the extent these differences are permanent in nature (e.g., return of capital and distribution reclassifications), such amounts are
reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences (e.g., wash sales
and straddles) do not require a reclassification.
3. Transactions
with Affiliates and Other Servicing Agreements
(a) Investment
Advisory and Administrative Services
The
Adviser serves as the investment adviser to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory
Agreement”). Under the Advisory Agreement, the Adviser provides investment advisory services to each Fund and is responsible for
the day-to-day management of the Funds, including, among other things,
providing an investment program for each Fund, trading portfolio securities on behalf of each Fund, and selecting broker-dealers
to execute purchase and sale transactions, subject to the oversight of the Board. For the services it provides, each Fund pays the Adviser
a fee calculated daily and paid monthly at an annual rate of 0.75% of the Fund’s average daily net assets.
20
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
ETC
Platform Services, LLC (“ETC Platform Services”), a direct wholly owned subsidiary of the Adviser, administers each Fund’s
business affairs and provides office facilities and equipment, certain clerical, bookkeeping and administrative services, paying agent
services under each Fund’s unitary fee arrangement (as described below), and its officers and employees to serve as officers or
Trustees of the Trust. ETC Platform Services also arranges for transfer agency, custody, fund administration and accounting, and other
non-distribution related services necessary for each Fund to operate. For the services it provides
to each Fund, ETC Platform Services is paid a fee calculated daily and paid monthly based on a percentage of each Fund’s average
daily net assets.
Under
the Advisory Agreement, the Adviser has agreed to pay all expenses of each Fund (including the fee charged by ETC Platform Services) except
for the advisory fee, interest, 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 (collectively, “Excluded Expenses”).
QRAFT
Technologies, Inc. (“Qraft”) is the Funds’ sponsor. In connection with an arrangement between the Adviser, and Qraft,
Qraft has agreed to assume the Adviser’s obligation to pay all expenses of the Funds (except the Excluded Expenses) and, to the
extent applicable, pay the Adviser a minimum fee. Qraft will also provide marketing support for the Funds including, but not limited to,
distributing each Fund’s materials and providing the Funds with access to and the use of Qraft’s other marketing capabilities,
including communications through print and electronic media. For its services, Qraft is entitled to a fee from the Adviser, which is calculated
daily and paid monthly, based on a percentage of the average daily net assets of each Fund. Qraft does not make investment decisions,
provide investment advice, or otherwise act in the capacity of an investment adviser to the Funds. Effective March
17, 2026, LG Management Development Institute Co. Ltd. (“LG Management”) replaced Qraft as the sponsor of the LG
Qraft AI-Powered U.S. Large Cap Core ETF. LG Management assumed the same terms and obligations as were previously
held by Qraft for this fund.
An
interested Trustee and certain officers of the Trust are affiliated with the Adviser and receive no compensation from the Trust for serving
as officers and/or Trustee.
(b) Distribution
Arrangement
Foreside
Fund Services, LLC (the “Distributor”), a Delaware limited liability company, is the principal underwriter and distributor
of each Fund’s Shares. The Distributor does not maintain any secondary market in any Fund’s Shares.
The
Trust has adopted a Rule 12b-1 Distribution and Service Plan (the “Distribution and Service
Plan”) pursuant to which payments of up to a maximum of 0.25% of a Fund’s average daily net assets may be made to compensate
or reimburse financial intermediaries for activities principally intended to result in the sale of each Fund’s Shares. In accordance
with the Distribution and Service Plan, the Distributor may enter into agreements with financial intermediaries and dealers relating to
distribution and/or marketing services with respect to the Trust.
Currently,
no payments are made under the Distribution and Service Plan. Such payments may only be made after approval by the Board. The Adviser
and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the
Trust.
(c) Other
Servicing Agreements
Ultimus
Fund Solutions, LLC provides administration and fund accounting services to the Trust pursuant to a master servicing agreement. Brown
Brothers Harriman & Co. serves as each Fund’s custodian and transfer agent pursuant to a custodian and transfer agent
agreement. The Adviser pays these fees.
An
officer of the Trust is affiliated with the administrator and receives no compensation from the Trust for serving as an officer.
21
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
4. Investment
Transactions
Purchases
and sales of investments, excluding in-kind transactions and short-term investments,
for the year ended April 30, 2026, were as follows:
|
Fund
|
|
Purchases
|
|
Sales
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
30,009,884
|
|
$
|
29,998,499
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
59,975,154
|
|
|
60,147,596
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
24,423,766
|
|
|
25,452,702
|
Purchases
and sales of in-kind transactions for the year ended April 30, 2026, were as follows:
|
Fund
|
|
Purchases
|
|
Sales
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
7,678,042
|
|
$
|
9,226,121
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
9,955,909
|
|
|
15,703,620
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
7,909,370
|
|
|
12,467,587
|
5. Capital
Share Transactions
Fund
Shares are listed and traded on the NYSE Arca, Inc. (the “Exchange”) each day that the Exchange is open for business
(“Business Day”). Each Fund’s Shares may only be purchased and sold on the Exchange through a broker-dealer.
Because each Fund’s Shares trade at market prices rather than at their NAV, Shares may trade at a price equal to NAV, greater than
NAV (premium) or less than NAV (discount).
Each
Fund offers and redeems Shares on a continuous basis at NAV only in large blocks of Shares (“Creation Units”). Except when
aggregated in Creation Units, Shares are not redeemable securities of a Fund. Fund Shares may only be purchased from or redeemed directly
from each Fund by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a
broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of
the National Securities Clearing Corporation or (ii) a Depository Trust Company (“DTC”) participant and, in each
case, must have executed a Participant Agreement with the Distributor. Creation Units are available for purchase and redemption
on each Business Day and are offered and redeemed on an in-kind basis, together with the specified cash amount,
or for an all cash amount.
To
the extent contemplated by a Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper
form but is unable to transfer all or part of the shares comprising a Creation Unit to be redeemed by the Distributor, on behalf of each
Fund, by the time as set forth in a Participant Agreement, the Distributor may nonetheless accept the redemption request in reliance on
the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which undertaking shall be secured by
the Authorized Participant’s delivery and maintenance of collateral equal to a percentage of the market value as set forth in the
Participant Agreement. A Participant Agreement may permit each Fund to use such collateral to purchase the missing shares, and could subject
an Authorized Participant to liability for any shortfall between the cost of each Fund acquiring such shares and the value of the collateral.
Most
retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they
will be unable to purchase or redeem the Shares directly from each Fund. Rather, most retail investors will purchase Shares in the secondary
market with the assistance of a broker, which will be subject to customary brokerage commissions or fees.
A
purchase (i.e., creation) transaction fee may be imposed for the transfer and other transaction costs associated with the purchase of
Creation Units, and investors will be required to pay a creation transaction fee regardless of the number of Creation Units created
in the transaction. Each Fund may adjust the creation transaction fee from time to time based upon actual experience. In addition, a variable
fee may be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation Units.
The variable fee is primarily designed to cover non-standard charges, e.g., brokerage, taxes,
22
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
foreign
exchange, execution, market impact, and other costs and expenses, related to the execution of trades resulting from such transaction.
Each Fund may adjust the non-standard charge from time to time based upon actual experience. Investors who
use the services of an Authorized Participant, broker or other such intermediary may be charged a fee for such services which may include
an amount for the creation transaction fee and non-standard charges. Investors are responsible for the costs
of transferring the securities constituting the deposit securities to the account of the Trust. The Adviser may retain all or a portion
of the transaction fee to the extent the Adviser bears the expenses that otherwise would be borne by the Trust in connection with the
issuance of a Creation Unit, which the transaction fee is designed to cover.
A
redemption transaction fee may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units,
and Authorized Participants will be required to pay a redemption transaction fee regardless of the number of Creation Units redeemed
in the transaction. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to
any one redemption request. Each Fund may adjust the redemption transaction fee from time to time based upon actual experience. In addition,
a variable fee, payable to each Fund, may be imposed for cash redemptions, non-standard orders, or partial
cash redemptions for each Fund. The variable fee is primarily designed to cover non-standard charges, e.g.,
brokerage, taxes, foreign exchange, execution, market impact, and other costs and expenses, related to the execution of trades resulting
from such transaction. Investors who use the services of an Authorized Participant, broker or other such intermediary may be charged a
fee for such services which may include an amount for the redemption transaction fees and non-standard charges.
Investors are responsible for the costs of transferring the securities constituting each Fund’s securities to the account of the
Trust. The non-standard charges are payable to each Fund as it incurs costs in connection with the redemption
of Creation Units, the receipt of each Fund’s securities and the cash redemption amount and other transactions costs.
6. Principal
Risks
As
with any investment, an investor could lose all or part of their investment in each Fund and each Fund’s performance could trail
that of other investments. Each Fund is subject to the principal risks noted below, any of which may adversely affect a Fund’s
NAV, trading price, yield, total return and ability to meet its investment objective. Additional principal risks are disclosed in the
Funds’ prospectus. Please refer to the relevant Fund’s prospectus for a complete description of the principal risks of investing
in that Fund.
Market
Risk. Overall market risk may affect the value of individual instruments in which a Fund invests. A Fund is subject to the risk
that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors,
which may negatively affect a Fund’s performance. Factors such as domestic and foreign (non-U.S.)
economic growth and market conditions, real or perceived adverse economic or political conditions, military conflict, acts of terrorism,
social unrest, natural disasters, recessions, inflation, changes in interest rate levels, supply chain disruptions, sanctions, the spread
of infectious illness or other public health threats, lack of liquidity in the bond or other markets, volatility in the securities markets,
adverse investor sentiment and political events affect the securities markets. U.S. and foreign stock markets have experienced
periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods
of decline in value. A change in financial condition or other event affecting a single issuer or market may adversely impact securities
markets as a whole. Rates of inflation have recently risen. The value of assets or income from an investment may be worth less in the
future as inflation decreases the value of money.
Models
and Data Risk. Each Fund relies heavily on a proprietary artificial intelligence selection model as well as data and information
supplied by third parties that are utilized by such model. To the extent the model does not perform as designed or as intended, a Fund’s
strategy may not be successfully implemented and a Fund may lose value. If the model or data are incorrect or incomplete, any decisions
made in reliance thereon may lead to the inclusion or exclusion of securities that would have been excluded or included had the model
or data been correct and complete.
Non-Diversification
Risk. (QRAFT AI-Enhanced U.S. Large Cap Momentum ETF only). As a non-diversified
investment company under the 1940 Act, it can invest a greater percentage of its assets in securities issued by or representing a small
number of issuers. As a result, the performance of these issuers can have a substantial impact on the Fund’s performance.
23
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
Sector
Focus Risk. Each Fund’s sector exposure is expected to vary over time, a Fund may have a significant portion of its assets
in one or more sectors from time to time. When a Fund has significant exposure to a particular sector, it will be more susceptible to
the risks affecting that sector.
Technology
Sector Risk. Each Fund is subject to the risk that market or economic factors impacting technology companies and companies that
rely heavily on technology advances could have a major effect on the value of a Fund’s investments. The value of stocks of technology
companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign
competitors with lower production costs.
7. Federal
Income Taxes
GAAP
requires certain components of net assets to be reclassified between financial and tax reporting. These reclassifications have no effect
on net assets or NAV per share. For the year ended April 30, 2026, the following amounts, resulting primarily from the differing
book and tax treatment relating to the reversal of gains and losses emanating from redemption-in-kind transactions
have been reclassified:
|
Fund
|
|
Paid-in
Capital
|
|
Total
Distributable
Earnings
(Loss) |
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
1,560,465
|
|
$
|
(1,560,465
|
)
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
2,902,036
|
|
|
(2,902,036
|
)
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
1,559,426
|
|
|
(1,559,426
|
)
|
The
tax character of the distributions paid during the tax year ended April 30, 2026, and April 30, 2025, was as follows:
|
|
|
Year
Ended April 30, 2026 |
|
Fund
|
|
Ordinary
Income |
|
Net Long-Term
Capital Gains |
|
Return
of
Capital |
|
Total
Distributions
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
45,870
|
|
$
|
—
|
|
$
|
—
|
|
$
|
45,870
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
28,507
|
|
|
—
|
|
|
—
|
|
|
28,507
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
51,301
|
|
|
—
|
|
|
—
|
|
|
51,301
|
|
|
|
Year
Ended April 30, 2025 |
|
Fund
|
|
Ordinary
Income |
|
Net Long-Term
Capital Gains |
|
Return
of
Capital |
|
Total
Distributions
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
75,270
|
|
$
|
—
|
|
$
|
—
|
|
$
|
75,270
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
46,265
|
|
|
—
|
|
|
—
|
|
|
46,265
|
As
of the tax year ended April 30, 2026, the components of distributable earnings (loss) on a tax basis were as follows:
|
Fund
|
|
Accumulated
Capital
and
Other Losses |
|
Undistributed
Ordinary
Income
|
|
Undistributed
Capital
Gains
(Losses) |
|
Unrealized
Appreciation
(Depreciation)
on
Investments |
|
Distributable
Earnings
(Loss)
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
(5,002,841
|
)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,818,425
|
|
$
|
(3,184,416
|
)
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
(23,479,933
|
)
|
|
|
—
|
|
|
—
|
|
|
7,468,673
|
|
|
(16,011,260
|
)
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
(856,102
|
)
|
|
|
—
|
|
|
—
|
|
|
133,872
|
|
|
(722,230
|
)
|
24
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
At
April 30, 2026, the aggregate cost for federal tax purposes, which differs from fair value by net unrealized appreciation (depreciation)
of securities, are as follows:
|
Fund
|
|
Tax
Cost of
Investments |
|
Unrealized
Appreciation on
Investments
|
|
Unrealized
Depreciation on
Investments
|
|
Net
Unrealized
Appreciation
(Depreciation) on
Investments
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
13,019,683
|
|
$
|
2,014,009
|
|
$
|
(195,584
|
)
|
|
$
|
1,818,425
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
22,978,428
|
|
|
7,919,406
|
|
|
(450,733
|
)
|
|
|
7,468,673
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
1,963,301
|
|
|
186,740
|
|
|
(52,868
|
)
|
|
|
133,872
|
The
Funds did not pay any federal or state and local income taxes. Certain Funds paid income taxes in foreign jurisdictions for the year ended
April 30, 2026. Cash paid for income taxes, net of refunds received, were as follows:
|
|
|
QRAFT
AI-Enhanced
U.S. Large Cap
ETF |
|
QRAFT
AI-Enhanced
U.S. Large Cap
Momentum
ETF |
|
LG
QRAFT
AI-Powered
U.S. Large Cap
Core ETF |
|
Income
Taxes by Foreign Jurisdiction: |
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
|
—
|
|
$
|
—
|
|
$
|
172
|
|
Ireland
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Switzerland
|
|
|
—
|
|
|
830
|
|
|
—
|
|
Total
Income Taxes Paid, Net of Refunds |
|
$
|
—
|
|
$
|
834
|
|
$
|
172
|
As
of the tax year ended April 30, 2026, each Fund has non-expiring accumulated capital loss carry forwards
as follows:
|
Fund
|
|
Short-Term
|
|
Long-Term
|
|
Total
Amount |
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
$
|
4,764,494
|
|
|
$
|
238,347
|
|
$
|
5,002,841
|
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
|
23,476,019
|
|
|
|
—
|
|
|
23,476,019
|
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
|
(856,102
|
)
|
|
|
—
|
|
|
(856,102
|
)
|
To
the extent that the Fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward.
Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations.
As
of April 30, 2026, QRAFT AI-Enhanced U.S. Large Cap Momentum ETF had $3,914 of qualified late-year
ordinary losses, which are deferred until May 1, 2026, for tax purposes. Net late-year losses incurred
after December 31, 2025, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable
year.
8. Recent
Market Events
Local,
regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions,
or other events could have a significant impact on the market generally and on specific securities. Periods of market volatility may occur
in response to such events and other economic, political, and global macro factors.
Governments
and central banks, including the Federal Reserve in the United States, took extraordinary and unprecedented actions to support
local and global economies and the financial markets in response to the COVID-19 pandemic, including by keeping
interest rates at historically low levels for an extended period. The Federal Reserve concluded its market support activities in 2022
and raised interest rates in an effort to fight inflation. The Federal Reserve has begun to lower interest rates and may continue to do
so in the future. Trade disputes and the imposition of tariffs, along with other matters, may negatively impact the economies of the United States
and its trading partners, as well as the financial markets as a whole. This and other government intervention into the economy and financial
markets to address significant events in the future may not work as intended, particularly if the efforts are perceived by investors as
being unlikely to achieve the desired results.
25
|
EXCHANGE
LISTED FUNDS TRUST
NOTES
TO FINANCIAL STATEMENTS (Continued)
April
30, 2026 |
9. Events
Subsequent to Fiscal Period End
In
preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through
the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment
or disclosure in the financial statements, other than the following: On June 24, 2026, the Board approved
the liquidation of the QRAFT AI-Enhanced U.S. Large Cap ETF. Accordingly, the Fund is expected to cease operations
and liquidate on or about July 24, 2026.
26
|
EXCHANGE
LISTED FUNDS TRUST
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
April
30, 2026 |
To
the Shareholders of QRAFT AI-Enhanced
U.S. Large Cap ETF, QRAFT AI-Enhanced
U.S. Large Cap Momentum ETF, and LG QRAFT AI-Powered
U.S. Large Cap Core ETF and
Board of Trustees of Exchange Listed Funds Trust
Opinion
on the Financial Statements
We
have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Exchange Listed Funds Trust
comprising the funds listed below (the “Funds”) as of April 30,
2026, the related statements of operations and changes in net assets, and the financial highlights for each of the periods indicated below,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of each of the Funds as of April
30, 2026, the results of their operations, the changes in net assets, and
the financial highlights for each of the periods indicated below, in conformity with accounting principles generally accepted in the United
States of America.
|
Fund
Name |
Statements
of
Operations |
Statements
of
Changes in
Net Assets |
Financial
Highlights
|
|
QRAFT
AI-Enhanced U.S. Large
Cap ETF and QRAFT AI-Enhanced
U.S. Large Cap Momentum ETF |
For
the year ended April 30, 2026 |
For
the years ended April 30, 2026 and 2025 |
For
the years ended April 30, 2026, 2025, 2024, 2023, and 2022 |
|
LG
QRAFT AI-Powered U.S. Large
Cap Core ETF |
For
the year ended April 30, 2026 |
For
the years ended April 30, 2026 and 2025 |
For
the years ended April 30,
2026, 2025, and for the period November 7,
2023 (commencement of operations) through April 30,
2024. |
Basis
for Opinion
These
financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements.
Our
procedures included confirmation of securities owned as of April 30,
2026, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We
have served as the auditor of one or more investment companies advised by Exchange Traded Concepts, LLC since 2012.
COHEN &
COMPANY, LTD.
Cleveland, Ohio
June 26,
2026
27
|
EXCHANGE
LISTED FUNDS TRUST
NOTICE
TO SHAREHOLDERS (Unaudited)
April
30, 2026 |
Tax
Information
For
the year ended April 30, 2026, each Fund listed below had a percentage of the dividends paid from net investment income, including
short-term capital gains (if any) designated as qualified dividend income:
|
Fund
|
|
Qualified
Dividend Income
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
100
|
%
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
0
|
%
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
62
|
%
|
For
the year ended April 30, 2026, each Fund listed below had a percentage of the dividends paid from net investment income, including
short-term capital gains (if any), qualify for the dividends received deduction available to corporate shareholders:
|
Fund
|
|
Corporate
Dividends
Received
Deduction
|
|
QRAFT
AI-Enhanced U.S. Large Cap ETF |
|
100
|
%
|
|
QRAFT
AI-Enhanced U.S. Large Cap Momentum ETF |
|
0
|
%
|
|
LG
QRAFT AI-Powered U.S. Large Cap Core ETF |
|
62
|
%
|
28
|
EXCHANGE
LISTED FUNDS TRUST
OTHER
INFORMATION (Form N-CSR
Items 8-11)
(Unaudited)
April
30, 2026 |
Item 8.
Changes in and Disagreements with Accountants for Open-End
Investment Companies.
Not
applicable.
Item 9.
Proxy Disclosures for Open-End
Management Investment Companies
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End
Investment Companies.
All
fund expenses, including Trustee compensation is paid by the Adviser pursuant to the Advisory Agreement. Additional information related
to those fees is available in the Fund’s Statement of Additional Information.
Item 11. Statement
Regarding Basis for Approval of Investment Advisory Contract.
Not
applicable.
29
10900
Hefner Pointe Drive, Suite 400
Oklahoma
City, OK 73120
Investment
Adviser:
Exchange
Traded Concepts, LLC
10900
Hefner Pointe Drive, Suite 400
Oklahoma
City, OK 73120
Distributor:
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
ME 04101
Legal
Counsel:
Chapman
and Cutler LLP
320
South Canal Street
Chicago,
IL 60606
This
information must be preceded or accompanied by a current prospectus for the Funds.
|
For
additional information about the Funds; including each Fund’s prospectus, financial information, holdings, and proxy voting
information, call or visit:
• 855-973-7880
• https://qraftaietf.com/
|
Item 8. Changes in and Disagreements with
Accountants for Open-End Investment Companies.
Included under Item 7.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Included under Item 7.
Included under Item 7.
Included under Item 7.
Item 12. Disclosure of Proxy Voting Policies
and Procedures for Closed-End Management Investment Companies.
Not applicable for open-end management investment
companies.
Not applicable for open-end management investment
companies.
Not applicable for open-end management investment
companies.
There have been no changes to the procedures by which shareholders
may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.
(a) The Registrant’s
principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective based on the evaluation of these controls
and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 as of
a date within 90 days of the filing date of this report.
(b) There were no
changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during
the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal
control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
Not applicable for open-end management investment
companies.
Item 19. Exhibits.
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)):
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
