Spear Advisors is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a limited liability company (LLC) formed under the laws of the State of New York.
• Ivana Delevska is the Managing Member and 100% owner of Spear Advisors .
• Spear Advisors filed its initial application to become registered as an investment adviser in May 2021. Introduction The investment advisory services of Spear Advisors are provided by Ivana Delevska as your representative. Based on the firm’s limitation of individual managed account to solely “Exempted Persons” or “Qualified Clients” Ms. Delevska is exempt from the registration requirements as an investment advisor representative. She will be referred to as your representative throughout this brochure. Description of Advisory Services The following are descriptions of the primary advisory services of Spear Advisors. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Spear Advisors before I can provide you the services described below. Investment Company Management Services – Spear Advisors offers investment advisory services by serving as an investment adviser to the Spear Alpha ETF (Ticker SPRX), a series of Listed Funds Trust also referred to as the Fund throughout this brochure, which is registered as an investment company under the Investment Company Act of 1940. As investment adviser I provide investment advice and management services to the Fund. The Fund is not independent from our Firm. The Fund will serve as an investment option for my client, therefore, investors in the Fund may also be clients of Spear Advisors. In addition the Fund will be open to any investor meeting the Fund’s minimum investment levels. The Fund is organized as a regulated investment company (RIC). U.S. Bank serves as the Fund’s administrator, transfer agent, fund accountant and service provider. U.S. Bank was selected as Fund administrator by our personnel. Our personnel are responsible for selecting the Fund’s distributor and qualified custodian. Spear Advisors has an incentive and inherent conflict of interest to recommend and favor the Fund for the following reasons:
• Spear Advisors is the investment adviser to the Fund and receives a management fee for its services. Please refer to Item 5 of this Brochure for a description of our fees. Increases in Fund assets will result in increases in the management fee paid to Spear Advisors. Spear Advisors LLC Page 5 Form ADV Part 2A Firm Brochure
• I provide the Fund with certain administrative services and personnel needed to fulfill our obligations as the investment adviser. The Fund is the sole registered investment company client of Spear Advisors and an Exchange Traded Mutual Fund domiciled in the United States. I maintain limited power of attorney to act on a discretionary basis when managing the Fund. Spear Advisors is responsible for investment selection, asset allocation, and asset management decisions regarding the Fund. Asset Management Services – Spear Advisors also offers asset management services, which involves Spear Advisors providing you with continuous and ongoing supervision to a select number of clients that qualify as “Exempted Persons” or “Qualified Clients” as defined by the U.S. Securities and Exchange Commission. The term qualified client means: (i) A natural person who, or a company that, immediately after entering into the contract has at least $1,100,000 under the management of the investment adviser; (ii) A natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either: (A) Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,200,000. For purposes of calculating a natural person's net worth: (1) The person's primary residence must not be included as an asset; (2) Indebtedness secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time the investment advisory contract is entered into may not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (3) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the residence must be included as a liability; or (B) Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(51)(A)) at the time the contract is entered into; or (iii) A natural person who immediately prior to entering into the contract is: (A) An executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; or (B) An employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser) who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least 12 months. Spear Advisors LLC Page 6 Form ADV Part 2A Firm Brochure Clients must appoint my firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by me based on your financial situation, investment objectives and risk tolerance. I actively monitor the Account and provide advice regarding buying, selling, reinvesting

or holding securities, cash or other investments of the Account. I will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying me of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however I will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. I am always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct me not to purchase certain securities. It is important that you understand that I manage investments for other clients and may give them advice or take actions for them or for my personal accounts that is different from the advice I provide to you or actions taken for you. I am not obligated to buy, sell or recommend to you any security or other investment that I may buy, sell or recommend for any other clients or for my own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that I manage. I strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by my firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to my attention will be allocated in any particular manner. If I obtain material, non-public information about a security or its issuer that I may not lawfully use or disclose, I have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Retirement Plan Rollover Recommendations - When Spear Advisors provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that Spear Advisors is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way Spear Advisors makes money creates conflicts with your interests so Spear Advisors operates under a special rule that requires Spear Advisors to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, Spear Advisors must as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (e.g., give prudent advice); Spear Advisors LLC Page 7 Form ADV Part 2A Firm Brochure
• Never put the financial interests of Spear Advisors ahead of you when making recommendations (e.g., give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that Spear Advisors gives advice that is in your best interest;
• Charge no more than is reasonable for the services of Spear Advisors; and
• Give Client basic information about conflicts of interest. To the extent We recommend you roll over your account from a current retirement plan account to an individual retirement account managed by Spear Advisors, please know that Spear Advisors and our investment adviser representatives] have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by Spear Advisors. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to an IRA managed by Spear Advisors. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Spear Advisors receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by Spear Advisors and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to your regarding a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Spear Advisors or our affiliated personnel. Limits Advice to Certain Types of Investments Spear Advisors provides investment advice on the following types of investments:
• Exchange Traded Funds (ETFs)
• Exchange-listed Securities Although I generally provide advice only on the products previously listed, I reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Spear Advisors LLC Page 8 Form ADV Part 2A Firm Brochure When providing asset management services, Spear Advisors typically constructs each client’s account holdings using ETFs to build diversified portfolios. It is not my typical investment strategy to attempt to time the market, but I may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. I may modify my investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Tailor Advisory Services to Individual Needs of Clients Spear Advisors’ asset management services provided to our select group of individual “Exempted Persons” or “Qualified Clients” are always provided based on your individual needs. This means, for example, that when I provide asset management services, you are given the ability to impose restrictions on the accounts I manage for you, including specific investment selections and sectors. I work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. My investment company management services are based solely upon the requirements of the Fund and are not based upon any specific requirements of an investor within the Fund. I will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with my investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Client Assets Managed by Spear Advisors As of June 30, 2022, Spear Advisors has $8,740,347.91 in assets under management. All assets are managed on a discretionary basis.