Description of Firm Innovative Portfolios LLC (“IP” or “Advisor”) is a registered investment adviser based in Indianapolis, IN. We are organized as a limited liability company (“LLC”) under the laws of the State of Indiana. We have been providing investment advisory services since 2015. We are owned by Sheaff Brock Capital Management, LLC (“SBCM”), a holding company owned by David Gilreath and Ronald Brock. This Brochure provides important information about Advisor, its services and compensation, the costs of its advisory services, and situations where its interests may conflict with the interests of its clients. Clients should pay particular attention to the discussions about the various potential conflicts of interest because these can affect Advisor’s judgment in managing client’s account, in recommending the custodian to hold account assets, and in choosing the broker to execute trades for the account, among other important considerations. Advisor acts as subadvisor to Sheaff Brock Investment Advisors, LLC (“SB”), a registered investment advisor which is wholly owned by our parent, SBCM. Advisor will have the authority to invest in shares of the Auer Growth Fund whose investment adviser, SBAuer Funds, LLC (“SBAF”), is partially owned by SBCM. SBCM will benefit economically from advisory fees earned by SB and SBAF. This benefit provides an incentive to invest a client’s account in the SBF based on the economic benefit our parent will receive rather than the investment needs of the client. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words “we,” “our,” and “us” refer to Innovative Portfolios LLC and the words “you,” “your,” and “client” refer to you as either a client or prospective client of our firm. SERVICES ADVISOR OFFERS
• ETF Fund Advisory Services
• Model Portfolio Management Services (“MPM Services”)
• Model Marketplace Services
• Private Fund Investment Management Services ETF FUND ADVISORY SERVICES We provide investment advisory services to the Preferred-Plus ETF and Dividend Performers ETF, exchange traded funds of the Listed Funds Trust, an investment company registered under the Investment Company Act of 1940. IP is an investment manager only to the funds and does not run the operations of either fund. Preferred-Plus ETF (“IPPP”) IPPP investment objective is income. IPPP will use a variety of preferred securities, closed end mutual funds and exchange traded funds (“ETFs”) in the core portfolio, while employing an option overlay. The option overlay seeks positive cash flow from creating a position of a credit spread on the S&P 500. A credit spread is an options strategy that involves the purchase of one option and a sale of another option in the same class and expiration but different strike prices. Such a strategy results in a net credit for entering the option position and wants the spreads to narrow or expire for profit. Dividend Performers ETF (“IPDP”) IPDP investment objective is total return (high current income and capital appreciation). IPDP is a portfolio of high quality, dividend-paying equities in the core portfolio, while employing an option overlay. The option overlay seeks positive cash flow from creating a position of a credit spread on the S&P 500. Interested investors should refer to the funds’ Prospectus and Statement of Additional Information ("SAI") for important information regarding objectives, investments, time-horizon, risks, fees, and additional disclosures. These documents are available by calling 800-617-0004 or on-line at www.innovativeportfolios.com. Prior to making any investment in the funds, investors and prospective investors should carefully review these documents for a comprehensive understanding of the terms and conditions applicable for investment in the funds. MODEL PORTFOLIO MANAGEMENT SERVICES ("MPM") We provide discretionary MPM services to separately managed accounts (“SMAs”) for registered investment advisors and institutional investors. Each Model Portfolio is designed to meet a particular investment objective. Model Portfolios can be used to build an appropriate mix of income and growth potential for the client. Following are the current Model Portfolios we offer: Model Portfolio Management Strategies Each Model Portfolio is designed to meet a particular investment objective. Following are the current Model Portfolios we offer: IntelliBuilD Growth - This model consists of about 33 domestic equity positions which are market cap agnostic. The portfolio is normally 100% invested in equities. The stock selection process uses the Investor's Business Daily IBD 50 and William O’Neil stock lists. The strategy follows a quantitative methodology while utilizing institutional level research. Turnover is reasonably high at about one or two position changes per month. The primary objective of the strategy is capital appreciation. Outlier Growth - This model consists of about 33 domestic equity positions which are market capitalization agnostic. The portfolio is normally 100% invested in equities. The stock selection process uses a combination of three sources to create quantitative buy and sell decisions: 1. MAP Signals – An institutional research firm that seeks to identify equities with unusually large institutional buy-side volume, and those showing repeated instances of large volume over a period of six months. 2. Revelation Investment Research – An institutional research firm that focuses on “downside risk” attributes and scores stocks on their potential downside vs. the S&P 500. 3. William O’Neil & Co. – The publisher of Investor’s Business Daily and quantitative research firm with much of their work focused on technical momentum. Positions are scored, reviewed, and potentially changed monthly. Turnover can be reasonably high with several changing monthly. The primary objective is capital appreciation. Dividend Growth & Income - This model consists of about 33 generally domestic equity positions. The portfolio objective is to select stocks that strive to provide high, steady and consistent dividend income as well as seeking stocks that have the ability to increase dividends and provide long term capital appreciation over time. Turnover is low at about two position changes per quarter, less than 45%. The investment objective of the portfolio is income and capital appreciation. Bulls of the Dow - This model consists of the ten highest scoring stocks in the Dow Jones Industrials Index. The strategy seeks to invest in stocks that offer the best opportunity to avoid downside risk and have the opportunity to offer long term capital appreciation. The selections are rebalanced quarterly which generally results in two to three changes per quarter. Portfolio objective is capital appreciation and dividend income. Real Estate Income & Growth – The model is a fully invested portfolio of publicly traded Real Estate Investment Trusts (REIT), companies servicing or developing real estate, or funds focused on investments in real estate. The strategy is mostly comprised of generally smaller and midsized capitalization REITs in the 13 REIT sectors of the equity REIT universe. The REITs are selected based on the investment process of managing downside risk while focused on capturing current income and the opportunity for capital appreciation. The strategy objective is income and the opportunity

for capital appreciation. Preferred Income - This portfolio invests in approximately 25-30 preferred stocks. The portfolio seeks quality preferred securities (both $25-par retail preferreds and $25-par bonds) and $1,000-par institutional preferred capital securities with sufficient liquidity. The portfolio can consist of several differed types of preferreds, including cumulative preferred, callable preferred, adjustable-rate preferred, fixed-to-float preferred and trust preferred. The primary objective is to seek income. Capital appreciation is generally minimal. Covered Call - This model consists of 25 to 30 generally domestic equities chosen by similar methods described in the above portfolios. Each position is then covered by a "covered call" option position. First, the strategy seeks to earn premium credit from call options that can provide current and consistent income. Second, the strategy seeks to invest in high quality equities that can offer the potential for capital appreciation. Turnover is very high and short-term capital gains are common. The portfolio objective is income and secondarily capital appreciation. Option Overlay Index Income - The objective of the overlay portfolio is cash flow and eventual capital gain from the premiums of put option credit spreads on a recognized equity ETF/index (usually the S&P 500). A short put spread is initially sold on an equity ETF/index; consisting of a short put option and long put option executed simultaneously. The strategy pairs a short option approximately 3% or more out-of-the money with a long "insurance"-type put usually with a strike price 15% lower. If the spread expires out-of-the-money, a gain is created, and a new spread is written. However, if the spread is in-the-money at or near expiration, the spread is rolled out in time for a credit, and a new "insurance" put is bought. Turnover of the spreads is normally monthly. Issues held are generally marginable stocks, bonds, mutual funds, cash, and credit spread put option positions. Index Income portfolios add additional equity risk to the underlying portfolio holdings. The Option Overlay Index Income strategy can be managed as a standalone strategy using the client’s collateral or managed as an overlay on any of the model strategies detailed above. MODEL MARKETPLACE SERVICES Advisor’s model portfolio management strategies are made available through various model marketplace platforms. Advisor provides model marketplace platform with regular updates to the investment holdings (i.e., “models”) contained in certain Advisor managed investment strategies. Investment advisors then utilize one or more of Advisor’s investment models to invest client assets. In these situations, the platform is ultimately responsible for implementing Advisor’s ongoing investment recommendations and for performing many other services and functions typically handled by Advisor in a discretionary managed account program. No other services are offered to Model Marketplace accounts, and Advisor considers these assets to be non-discretionary assets under management. Providing investment management services to both separately managed client accounts and to model marketplace platforms can give rise to certain conflicts of interest. Advisor’s recommendations implicit in the investment models provided to the platform typically reflect recommendations also being made by Advisor to other separately managed accounts. As a result, Advisor may have already commenced trading for its discretionary separately managed accounts before the program platform has received or had the opportunity to evaluate and act upon Advisor’s investment model recommendations. This could ultimately result in client trades placed by the platform being subject to price movements, particularly with large orders or where the securities are thinly traded, which may result in model program clients receiving prices that are less favorable than those prices obtained by Advisor for its discretionary client accounts. PRIVATE FUND INVESTMENT MANAGER SERVICES IP is the investment advisor to a privately-offered pooled investment vehicle (“Private Fund”). The Private Fund is not registered under the Securities Act of 1933 nor the Investment Company Act of 1940. Accordingly, interests in this fund is offered exclusively to investors satisfying the applicable eligibility and suitability requirements in the private placement transaction. No offer to sell the Private Fund is made by the descriptions in this Brochure, and as noted, the fund is available only to investors that are properly qualified. IP provides discretionary investment management services to the Private Fund. The investment management services is offered directly to the Private Fund and not to investors in the Private Fund. Accordingly, such services are tailored to the Private Fund’s investment objectives, strategies and guidelines set described in the Private Fund’s offering documents. SUBADVISOR SERVICES TO AFFILIATED ADVISOR IP acts as subadvisor to SB, a registered investment advisor which is a wholly owned by our parent, SBCM. In these arrangements IP offers Model Portfolio Management strategies (“MPM”), as described above, to sub-advised accounts. IP provides continuous and regular supervision of the investment strategy. IP will execute all trades in sub-advised accounts. SB will be responsible for all communications to their client accounts sub-advised by IP. SB will determine suitability for investments in IP’s MPM strategies. AFFILIATED MUTUAL FUND As described above, Advisor is affiliated by virtue of parent ownership with a registered investment adviser, SBAF, an SEC-registered investment adviser. SBAF offers the Auer Growth Fund. Advisor has the ability to invest in the Auer Growth Fund however in those situations Advisor does not collect an advisory fee. See discussion of the applicable fees and expenses, breakpoints, risks and liquidity issues relating the Auer Growth Fund may be found in the prospectus for the fund at www.sbauerfunds.com SECURITIES ABOUT WHICH WE OFFER ADVICE We offer advice regarding a wide variety of securities, including:
• cash and cash equivalent
• exchange-listed or over-the-counter, common, preferred, or convertible securities of domestic or foreign issuers;
• warrants;
• certificates of deposit;
• corporate debt securities;
• municipal securities;
• securities issued by the US Treasury, agencies, or government sponsored enterprises;
• shares of money market funds, open-end investment companies (mutual funds), closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”); and
• option contracts on securities. Please refer to the discussion in Item 4 with respect to the MPM strategies and in Item 8 for information about the investments we typically recommend. Management of Account Until Advisor Receives Notice Unless and until the client notifies Advisor to designate a different portfolio for the account or to notify Advisor of material changes in the suitability information, Advisor will continue to manage the account according to the investment objective in its records. Clients should inform Advisor promptly of significant changes in the investment goals or objectives, investment time horizon, tolerance for risk, or liquidity needs of their account so that appropriate changes can be made. Assets Under Management As of December 31, 2023, IP managed $763,867,114 on a discretionary basis and $3,482,109 on a non-discretionary basis for total assets under management of $767,349,223.