Exchange Listed Funds Trust (CEFS) N-14Registration statement for investment companies business combination

As filed with the Securities and Exchange Commission on November 6, 2023

1933 Act Registration File No. 333-                

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

EXCHANGE LISTED FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including Area Code): (405) 778-8377

J. Garrett Stevens

Exchange Listed Funds Trust

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(Name and Address of Agent for Service)

Copies to:

Christopher D. Menconi

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Shares of beneficial interest, no par value per share, in the following series of the Registrant: Cabana Target Drawdown 10 ETF and Cabana Target Leading Sector Moderate ETF

It is proposed that this filing become effective 30 days after the date of filing, pursuant to Rule 488 under the Securities Act of 1933, as amended.

No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended.

EXCHANGE LISTED FUNDS TRUST

CABANA TARGET DRAWDOWN 13 ETF (TDSD)

CABANA TARGET DRAWDOWN 16 ETF (TDSE)

CABANA TARGET LEADING SECTOR CONSERVATIVE ETF (CLSC)

CABANA TARGET LEADING SECTOR AGGRESSIVE ETF (CLSA)

10900 Hefner Point Drive, Suite 401

Oklahoma City, Oklahoma 73120

866-239-9536

Dear Shareholder,

We are sending this material to you because you are a shareholder of the Cabana Target Drawdown 13 ETF, the Cabana Target Drawdown 16 ETF, the Cabana Target Leading Sector Conservative ETF, or the Cabana Target Leading Sector Aggressive ETF (each an “Acquired Fund,” and collectively, the “Acquired Funds”). Each Acquired Fund is a series of Exchange Listed Funds Trust (the “Trust”). After careful consideration, Exchange Traded Concepts, LLC (“ETC” or the “Adviser”), each Acquired Fund’s investment adviser, has recommended, and the Board of Trustees (the “Board”) of the Trust has approved, the following reorganizations (each, a “Reorganization”) of the Acquired Funds: (i) the reorganization of the Cabana Target Drawdown 13 ETF and the Cabana Target Drawdown 16 ETF into the Cabana Target Drawdown 10 ETF, also an existing series of the Trust advised by ETC (hereinafter referred to as the “Target Drawdown Funds Reorganization”); and (ii) the reorganization of the Cabana Target Leading Sector Conservative ETF and the Cabana Target Leading Sector Aggressive ETF into the Cabana Target Leading Sector Moderate ETF (collectively, with the Cabana Target Drawdown 10 ETF, the “Acquiring Funds”), also an existing series of the Trust advised by ETC (hereinafter referred to as the “Leading Sector Funds Reorganization”).

Each of the Acquired Funds and the Acquiring Funds (each, a “Fund” and collectively, the “Funds”) are actively managed exchange-traded funds. Each Fund operates in a manner that is commonly referred to as a “fund of funds,” meaning that it obtains investment exposure to an asset class primarily by investing in one or more ETFs. ETC serves as the adviser and Cabana LLC d/b/a Cabana Asset Management (“Cabana”) serves as the sub-adviser to each Fund, and the Funds have the same portfolio managers responsible for day-to-day portfolio management. Cabana utilizes its Cyclical Asset Reallocation Algorithm (“CARA”), a proprietary algorithm developed by Cabana, to identify and monitor each Fund’s investments. Each Fund has the same management fee and is subject to the same expense limitation agreement limiting the Fund’s total annual fund operating expense ratio. Each of the Reorganizations will consolidate Funds that pursue substantially similar investment objectives and strategies, although each Fund targets a different level of volatility or risk.

As further explained in the enclosed Information Statement/Prospectus, the Reorganizations will be effected pursuant to a Plan of Reorganization (the “Reorganization Plan”). Pursuant to the Reorganization Plan, each Acquired Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange for the assumption of all liabilities of the Acquired Fund by the Acquiring Fund and shares of the Acquiring Fund having an aggregate net asset value (plus cash in lieu of fractional shares, if any) equal to the aggregate net asset value of the shares of the Acquired Fund on the closing date for the Reorganization. The shares of the corresponding Acquiring Fund will be distributed pro rata to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund. Holders of shares of an Acquired Fund will receive the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) equal in value to the aggregate net asset value of the shares of the Acquired Fund that the shareholder held immediately prior to the Reorganization.

Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes, and an Acquired Fund’s shareholders are not expected to recognize any gain or loss upon receipt of Acquiring Fund shares in the Reorganization.

The direct expenses related to the Reorganization (other than brokerage commissions and other transaction costs associated with any portfolio repositioning), including the costs associated with the delivery of the enclosed Information Statement/Prospectus, will be borne by Cabana, which are estimated to be approximately $[151,000]. Cabana will incur these costs whether or not a Reorganization is consummated.

Due to the significant overlap in the investment strategies employed by the Acquired Funds and their respective Acquiring Funds, and to eliminate duplicative products, ETC and Cabana recommended the Reorganization of each Acquired Fund into the Acquiring Fund. ETC and the Board believe that each Reorganization is in the best interests of the applicable Funds and their respective shareholders and that the interests of their respective shareholders will not be diluted as a result of a Reorganization. ETC and the Board believe that each Reorganization is in the best interest of shareholders because, among other things, the Funds pursue similar investment strategies as asset allocation fund-of-funds (albeit with different target levels of volatility and risk); there will be no change in the investment adviser, subadviser, portfolio managers, or other fund services providers; each Acquiring Fund will have the same management fee and operating expense limitation as the Acquired Fund, except that, in connection with the Reorganizations, ETC has agreed to further reduce the expense limit applicable to the Acquiring Funds until August 31, 2025 and subsequent periods unless earlier terminated by the Board for any reason at any time to the extent that the aggregate net assets of the Acquiring Funds and the Cabana Target Drawdown 7 ETF, another fund managed by ETC and sub-advised by Cabana exceed $750 million; the larger asset base of each Acquiring Fund is expected to create the potential for greater long-term viability and better relative prospects for attracting additional assets after the Reorganization; each Acquired Fund shareholder may sell their shares of the Acquired Fund prior to the Reorganization (though such sale might have tax consequences for them); and shareholders of the Acquired Fund will receive shares (and cash in lieu of fractional shares, if any) in the Acquiring Fund equal in value at the time of the Reorganization to the aggregate net asset value of their shares in the Acquired Fund immediately prior to the Reorganization.

Shares of the Funds are listed for trading on The Nasdaq Stock Market LLC. In preparation for the closing of the Reorganization, trading in shares of the Acquired Fund is expected to be suspended as of close of business on December __, 2023.

More information on each Acquiring Fund, the reasons for the Reorganizations, and benefits to each Acquired Fund’s shareholders is contained in the enclosed Information Statement/Prospectus. You should review the Information Statement/Prospectus carefully and retain it for future reference.

We are providing this document for your information only because shareholder approval is not required to effect a Reorganization under the Trust’s organizational documents, Delaware state law, or the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust’s organizational documents give the Board the power to reorganize or consolidate one series of the Trust into another series of the Trust without shareholder approval, unless such approval is required under the Investment Company Act. Additionally, certain rules under the Investment Company Act permit a reorganization of affiliated companies without obtaining shareholder approval if certain conditions are met.

Each Reorganization is expected to close immediately after the close of business on or about December __, 2023.

How the Reorganization Will Work

The Trust’s Board carefully considered the proposed Reorganization, as well as potential alternatives for each Acquired Fund, including its liquidation or the liquidation of the corresponding Acquiring Fund. After careful consideration, the Board approved the Reorganization. A copy of the form of the Reorganization Plan is attached to this Information Statement/Prospectus as Appendix A. The Reorganization Plan and the Reorganization are not required to be approved by the shareholders of the Acquired Fund. Accordingly, shareholders of the Acquired Fund are not being asked to vote on or approve the Reorganization Plan or the Reorganization.

This Information Statement/Prospectus sets forth the basic information regarding the Reorganization Plan and the Reorganization. You should read it and keep it for future reference.

For simplicity, actions are described in this Information Statement/Prospectus as being taken by either an Acquired Fund or an Acquiring Fund, although all actions are actually taken by the Trust, on behalf of the Acquired Fund or the Acquiring Fund.

The following documents have been filed with the U.S. Securities and Exchange Commission (the “SEC”) and are incorporated by reference in this Information Statement/Prospectus:

This Information Statement/Prospectus will be mailed on or about _____ __, 2023 to shareholders of record of each Acquired Fund as of November __, 2023 (the “Record Date”).

Copies of these materials and other information about the Trust and the Funds are available upon request and without charge by writing to the address below or by calling the telephone number listed as follows:

Exchange Listed Funds Trust

c/o Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

1-866-239-9536

www.cabanaetfs.com

INFORMATION STATEMENT/PROSPECTUS

_____ __, 2023

INFORMATION STATEMENT FOR:

CABANA TARGET DRAWDOWN 13 ETF (TDSD)

CABANA TARGET DRAWDOWN 16 ETF (TDSE)

CABANA TARGET LEADING SECTOR CONSERVATIVE ETF (CLSC)

CABANA TARGET LEADING SECTOR AGGRESSIVE ETF (CLSA)

(each, a series of Exchange Listed Funds Trust)

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(405) 778-8377

PROSPECTUS FOR:

Cabana Target Drawdown 10 ETF (TDSC)

Cabana Target Leading Sector Moderate ETF (CLSM)

(each, a series of Exchange Listed Funds Trust)

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(405) 778-8377

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement/Prospectus is being furnished to shareholders of the Cabana Target Drawdown 13 ETF, the Cabana Target Drawdown 16 ETF, the Cabana Target Leading Sector Conservative ETF, or the Cabana Target Leading Sector Aggressive ETF (each an “Acquired Fund,” and collectively, the “Acquired Funds”). Each Acquired Fund is a series of Exchange Listed Funds Trust (the “Trust”). After careful consideration, Exchange Traded Concepts, LLC (“ETC” or the “Adviser”), each Acquired Fund’s investment adviser, and Cabana LLC d/b/a Cabana Asset Management (“Cabana”), each Fund’s subadviser, have recommended, and the Board of Trustees (the “Board”) of the Trust has approved, the following reorganizations (each, a “Reorganization”) of the Acquired Funds: (i) the reorganization of the Cabana Target Drawdown 13 ETF and the Cabana Target Drawdown 16 ETF into the Cabana Target Drawdown 10 ETF, also an existing series of the Trust advised by ETC (hereinafter referred to as the “Target Drawdown Funds Reorganization”); and (ii) the reorganization of the Cabana Target Leading Sector Conservative ETF and the Cabana Target Leading Sector Aggressive ETF into the Cabana Target Leading Sector Moderate ETF (collectively, with the Cabana Target Drawdown 10 ETF, the “Acquiring Funds”), also an existing series of the Trust advised by ETC (hereinafter referred to as the “Leading Sector Funds Reorganization”).

Each of the Acquired Funds and the Acquiring Funds (each, a “Fund” and collectively, the “Funds”) are actively managed exchange-traded funds. Each Fund operates in a manner that is commonly referred to as a “fund of funds,” meaning that it obtains investment exposure to an asset class primarily by investing in one or more ETFs. ETC serves as the adviser, and Cabana serves as the sub-adviser to each Fund. Cabana utilizes its Cyclical Asset Reallocation Algorithm (“CARA”), a proprietary algorithm developed by Cabana, to identify and monitor each Fund’s investments. Each Acquiring Fund will have the same management fee and operating expense limitation as the Acquired Fund, except that ETC has agreed to further reduce the expense limitation applicable to the Acquiring Funds until August 31, 2025 and subsequent periods unless earlier terminated by the Board for any reason at any time to the extent that the aggregate net assets of the Acquiring Funds and the Cabana Target Drawdown 7 ETF, another fund managed by ETC and sub-advised by Cabana, exceed $750 million. Each of the Reorganizations will consolidate Funds that pursue substantially similar investment objectives and strategies, although each Fund targets a different level of volatility or risk.

Shares of the Funds are listed for trading on The Nasdaq Stock Market LLC (the “Exchange”). In preparation for the closing of the Reorganization, trading in shares of the Acquired Funds will be suspended as of the close of business on December __, 2023. The Reorganization is expected to close immediately after the close of business on or about December __, 2023.

If you need additional copies of this Information Statement/Prospectus, please contact the Funds’ distributor, Foreside Fund Services, LLC, by calling 1-866-239-9536 or by writing to:

Exchange Listed Funds Trust

c/o Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

This Information Statement/Prospectus sets forth concisely the information about each Acquiring Fund that you should know and should be retained for future reference. Additional copies of this Information Statement/Prospectus will be delivered to you promptly upon request.

For a free copy of the Funds’ most recent annual report, please contact the Funds’ distributor by calling the above-referenced telephone number or by writing to the Funds at the above-referenced address.

Shareholder approval is not required to effect the Reorganization. No action on your part is required to effect the Reorganization.

The SEC has not approved or disapproved an Acquiring Fund’s shares to be issued in the Reorganization nor has it passed on the accuracy or adequacy of this Information Statement/Prospectus. Any representation to the contrary is a criminal offense.

No person has been authorized to give any information or to make any representations other than those contained in this Information Statement/Prospectus and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by the Trust.

Table of Contents

SUMMARY

The following is a summary of more complete information appearing later in this Information Statement/Prospectus or incorporated herein by reference. You should read carefully the entire Information Statement/Prospectus, including the Reorganization Plan, the form of which is attached as Appendix A, because it contains details that are not in the summary.

As used herein, the term “Reorganization” refers collectively to: (1) the transfer of all of the assets of an Acquired Fund to the corresponding Acquiring Fund; (2) the assumption by the corresponding Acquiring Fund of all of the liabilities of the Acquired Fund; (3) the issuance of shares of beneficial interest by the corresponding Acquiring Fund to the Acquired Fund in an amount that will equal, in aggregate net asset value (and cash in lieu of fractional shares, if any), to the aggregate net asset value of the shares of the Acquired Fund, on the last business day preceding the closing of the Reorganization; (4) the distribution of shares of the corresponding Acquiring Fund pro rata to the shareholders of the Acquired Fund with holders of shares of the Acquired Fund receiving the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) equal in value to the aggregate net asset value of the shares of the Acquired Fund that the shareholder held immediately prior to the Reorganization; and (5) the ultimate redemption and cancellation by the Trust of the shares of an Acquired Fund in complete liquidation and dissolution of the Acquired Fund.

Each Reorganization is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and will not take place unless the Trust receives a legal opinion to that effect. In general, each Acquired Fund is not expected to recognize any capital gain or loss as a direct result of its applicable Reorganization, and shareholders of each Acquired Fund are not expected to recognize any gain or loss for federal income tax purposes upon receipt of shares of the corresponding Acquiring Fund in connection with the Reorganization. For more information on the tax consequences of the Reorganizations, see the section entitled “Information About the Reorganizations – Federal Income Tax Consequences” in this Information Statement/Prospectus.

Each Fund’s investment objective, principal investment strategies and risks, as well as each Fund’s investment limitations and restrictions, are discussed in more detail below. Each of the Acquired and Acquiring Funds of each respective Target Drawdown Funds Reorganization and Leading Sector Funds Reorganization have similar investment strategies and portfolios but which differ with respect to the risk profile or volatility level of each respective Fund. As a result, while the principal investment risks are generally the same for each of the Target Drawdown Funds and Leading Sector Funds, respectively, the risk profile or volatility level of each Fund is different. Investors in the Acquired Funds are encouraged to carefully consider these differences and consult with their financial professional, if applicable, to determine if an investment in the applicable Acquiring Fund will continue to meet their investment needs following each Reorganization.

Comparison of each Acquired Fund and Corresponding Acquiring Fund

The following table provides a comparison of pertinent information of each Acquired Fund to the corresponding Acquiring Fund.

Comparison of Principal Risks of Investing in the Funds

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency.

The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below. The principal risks of each Acquired Fund and its corresponding Acquired Fund are the same as noted below:

The Funds’ Fees and Expenses

The following table shows the current fees and expenses for each Acquired Fund compared to the corresponding Acquiring Fund (based on the twelve months ended April 30, 2023) and the pro forma fees and expenses of the Acquiring Fund for the same period assuming the Reorganization had been completed and effective for the twelve month period ended April 30, 2023. The first table shows information relating to the Target Drawdown Funds Reorganization, and the second table shows information relating to the Leading Sector Funds Reorganization.

You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

Target Drawdown Funds Reorganization

Leading Sector Funds Reorganization

¹ Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Waiver/Reimbursement in this fee table do not correlate to the expense ratios in the Fund's financial highlights because the financial highlights reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.

² ETC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to keep total annual operating expenses of the Fund (excluding amounts payable pursuant to any plan adopted in accordance with Rule 12b-1, interest expense, taxes, acquired fund fees and expenses, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses) from exceeding 0.69% of the Fund’s average daily net assets until at least September 1, 2024, unless earlier terminated by the Board of Trustees of the Trust for any reason at any time.

³ In connection with the Reorganizations, ETC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to keep total annual operating expenses of the Fund (excluding amounts payable pursuant to any plan adopted in accordance with Rule 12b-1, interest expense, taxes, acquired fund fees and expenses, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses) from exceeding (a) 0.69% on assets up to and including $750 million, and (b) 0.64% on assets above $750 million, until at least August 31, 2025, unless earlier terminated by the Board of Trustees of the Trust for any reason at any time. For purposes of determining the rate of the expense limit, the assets of the Cabana Target Drawdown 7 ETF, Cabana Target Drawdown 10 ETF, and Cabana Target Leading Sector Moderate ETF shall be aggregated in calculating assets.

Example

The Example below is intended to help you compare the costs of investing in an Acquired Fund with the cost of investing in the corresponding Acquiring Fund, and of the Acquiring Fund on a pro forma basis assuming the Reorganization had been completed and effective for the twelve month period ended April 30, 2023. The Example for the Target Drawdown Reorganization is presented first, followed by the Example for the Leading Sector Funds Reorganization. Each Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. Each Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain at current levels. The return of 5% and estimated expenses are for illustration purposes only and should not be considered indicators of expected Fund expenses or performance, which may be greater or less than the estimates. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Target Drawdown Funds Reorganization

Leading Sector Funds Reorganization

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares of the Fund are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example above, affect a Fund’s performance. For the fiscal year ended April 30, 2023, the Funds’ portfolio turnover rates were:

Comparison of Principal Investment Strategies and Performance

Principal Investment Strategies. The following is a comparison of the current principal investment strategies of the Funds. The comparison is divided into a comparison relating to the Target Drawdown Funds Reorganization and a comparison relating to the Leading Sector Funds Reorganization.

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Past Performance. The following bar charts and tables provide some indication of the risks of investing in the Funds by showing changes in a Fund's performance from year to year and by showing how the Fund's average annual returns for certain time periods compare with the average annual total returns of a relevant index. All returns assume reinvestment of dividends and distributions. A Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.cabanaetfs.com. The following performance comparisons show a comparison of the performance of the Acquiring Fund and the Acquired Funds for the Target Drawdown Funds Reorganization followed by a comparison of the performance of the Acquiring Fund and the Acquired Funds for the Leading Sector Funds Reorganization.

Target Drawdown Funds Reorganization

Acquiring Fund – Cabana Target Drawdown 10 ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was -0.58%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was 6.16% for the quarter ended June 30, 2021, and the lowest quarterly return was -10.04% for the quarter ended June 30, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

Acquired Fund – Cabana Target Drawdown 13 ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was 2.12%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was 7.57% for the quarter ended June 30, 2021, and the lowest quarterly return was -13.46% for the quarter ended June 30, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

Acquired Fund – Cabana Target Drawdown 16 ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was 0.05%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was 7.03% for the quarter ended June 30, 2021, and the lowest quarterly return was -13.15% for the quarter ended June 30, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period covered by the table above and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as an IRA or other tax-advantaged accounts.

Leading Sector Funds Reorganization

Acquiring Fund – Cabana Target Leading Sector Moderate ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was -2.29%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was -1.27% for the quarter ended September 30, 2022, and the lowest quarterly return was -12.24% for the quarter ended March 31, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

Acquired Fund – Cabana Target Leading Sector Aggressive ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was 0.40%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was -0.85% for the quarter ended December 31, 2022, and the lowest quarterly return was -17.36% for the quarter ended June 30, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

Acquired Fund – Cabana Target Leading Sector Conservative ETF

Annual Returns as of 12/31

For the year-to-date period ended September 30, 2023, the Fund’s total return was -2.48%. During the period of time shown in the bar chart, the Fund’s highest quarterly return was -0.12% for the quarter ended December 31, 2022, and the lowest quarterly return was -8.54% for the quarter ended March 31, 2022.

Average Annual Total Returns for the Periods Ended December 31, 2022

After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period covered by the table above and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as an IRA or other tax-advantaged accounts.

Comparison of Fundamental Investment Policies

The following table compares the fundamental policies of each Acquired Fund with its corresponding Acquiring Fund. As shown in the table, each Acquired Fund has fundamental investment policies that are identical to its corresponding Acquired Fund.

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Shareholders should read the more complete information contained elsewhere in this Information Statement/Prospectus, the Funds’ Prospectus and Statement of Additional Information, as supplemented, and the Reorganization Plan.

INFORMATION ABOUT THE REORGANIZATION

Reorganization Plan. The Reorganization Plan sets forth the terms by which an Acquired Fund will be reorganized into its corresponding Acquiring Fund. The form of the Reorganization Plan is attached as Appendix A and the description of the Reorganization Plan contained herein is qualified in its entirety by the attached Reorganization Plan. The following sections summarize the material terms of the Reorganization Plan and the federal income tax treatment of the Reorganization.

The Reorganization. The Reorganization Plan provides that upon the transfer of all of the assets and liabilities of an Acquired Fund to the corresponding Acquiring Fund, the Acquiring Fund will issue to the Acquired Fund that number of Acquiring Fund shares (and cash in lieu of fractional shares, if any) having an aggregate net asset value equal in value to the aggregate net asset value of the Acquired Fund, calculated as of the closing date of the Reorganization (the “Closing Date”). An Acquired Fund will redeem its shares in exchange for the corresponding Acquiring Fund shares received by it and will distribute such shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund. Acquired Fund shareholders will receive the Acquiring Fund shares (and cash in lieu of fractional shares, if any) based on their holdings in the Acquired Fund as of the last business day preceding the Closing Date (the “Valuation Time”).

Upon completion of a Reorganization, each shareholder of an Acquired Fund will own that number of shares of the corresponding Acquiring Fund (plus cash received in lieu of fractional shares, if any) equal in value to the aggregate net asset value of such shareholder’s shares held in the Acquired Fund as of the Valuation Time. However, as an ETF, the market price of Acquiring Fund shares may be greater or less than its net asset value per share. After the Reorganization, all of the issued and outstanding shares of an Acquired Fund will be canceled and the transfer agent’s books of the Acquired Fund will be permanently closed.

Shares of the Funds are listed for trading on The Nasdaq Stock Market LLC. In preparation for the closing of the Reorganization, trading in shares of each Acquired Fund is expected to be suspended as of the close of business on December __, 2023.

Assuming the performance in all material respects of the terms under the Reorganization Plan, the Closing Date of the Reorganizations will be immediately after the close of business on or about December __, 2023, or such other date as is agreed to by the parties.

The Reorganization Plan may be amended by the Board of the Trust; provided, however, that after notification to the shareholders of an Acquired Fund, no amendment may be made with respect to the Plan that in the opinion of the Board materially adversely affects the interests of the shareholders of the Acquired Fund.

Repositioning of an Acquired Fund’s Portfolio Assets. As of the date of this Proxy Statement/Prospectus, each Acquired Fund’s underlying fund holdings are currently identical to those of the corresponding Acquiring Fund, differentiated only by the percentage of assets allocated to the underlying funds. It is not anticipated that there will be a material disposition of portfolio holdings by any Acquired Fund. Additionally, any sales are not expected to result in the recognition of any capital gains or the distribution of any capital gains to Acquired Fund shareholders because, to the extent any capital gains are recognized, such gains are expected to be fully offset by an Acquired Fund’s capital loss carryforwards. However, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets were sold and the Acquired Fund’s basis in such assets. Any capital gains recognized in excess of an Acquired Fund’s capital loss carryforwards would be distributed to the Acquired Fund’s shareholders as capital gain dividends (to the extent of the excess of net realized long-term capital gains over net realized short-term capital losses) and ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions would be taxable to shareholders.

Federal Income Tax Consequences. Subject to the assumptions and limitations discussed below, the following discussion describes the material U.S. federal income tax consequences of the Reorganization to shareholders of an Acquired Fund who hold their shares as capital assets. This discussion is based on the Code, applicable Treasury regulations, and federal administrative interpretations and court decisions in effect as of the date of this Information Statement/Prospectus, all of which may change, possibly with retroactive effect. Any such changes could alter the tax consequences described in this summary. This discussion of material U.S. federal income tax consequences of a Reorganization does not address all aspects of U.S. federal income taxation that may be important to a holder of an Acquired Fund’s shares in light of that shareholder’s particular circumstances or to a shareholder subject to special rules. The description of the tax consequences set forth herein will neither bind the Internal Revenue Service (“IRS”), nor preclude the IRS or the courts from adopting a contrary position. In addition, this discussion does not address any other state, local, or foreign income tax or non-income tax consequences of a Reorganization or of any transactions other than the Reorganization. Shareholders are urged to consult their own tax advisers to determine the particular U.S. federal income tax or other tax consequences to them of a Reorganization and the other transactions contemplated herein.

Each of the Acquired Funds and the Acquiring Funds will receive an opinion from the law firm of Morgan, Lewis & Bockius LLP (“Morgan Lewis”) substantially to the effect that, with respect to the Funds and each Reorganization, for federal income tax purposes:

i.       The acquisition by an Acquiring Fund of all of the assets of the Acquired Funds, as provided for in the Reorganization Plan, in exchange for Acquiring Fund shares (and cash in lieu of fractional shares, if any) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Funds, followed by the distribution by the Acquired Fund to its shareholders of the Acquiring Fund shares (and cash in lieu of fractional shares, if any) in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

ii.       No gain or loss will be recognized by an Acquired Fund upon the transfer of all of its assets to, and assumption of its liabilities by, the applicable Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund’s taxable year or (ii) upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

iii.       No gain or loss will be recognized by an Acquiring Fund upon the receipt by it of all of the assets of the Acquired Fund in exchange solely for the assumption of the liabilities of the Acquired Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

iv.       No gain or loss will be recognized by an Acquired Fund upon the distribution of Acquiring Fund shares by the Acquired Fund to shareholders of the Acquired Fund in complete liquidation (in pursuance of the Reorganization Plan) of the Acquired Fund pursuant to Section 361(c)(1) of the Code.

v.        The tax basis of the assets of an Acquired Fund received by the applicable Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer of such assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer pursuant to Section 362(b) of the Code.

vi.       The holding periods of the assets of an Acquired Fund in the hands of the applicable Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code, other than assets with respect to which gain or loss is required to be recognized and except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset.

vii.      No gain or loss will be recognized by the shareholders of an Acquired Fund upon the exchange of all of their Acquired Fund shares solely for Acquiring Fund shares (except with respect to cash, if any, received in lieu of fractional shares) pursuant to Section 354(a) of the Code.

viii.     The aggregate tax basis of the Acquiring Fund shares received by a shareholder of an Acquired Fund (including fractional shares to which the shareholder would be entitled but for the distribution of cash in lieu of fractional shares) will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

ix.      The holding period of the Acquiring Fund shares received by a shareholder of an Acquired Fund will include the holding period of the Acquired Fund shares exchanged therefor, provided that the shareholder held the Acquired Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

Such opinion shall be based on customary assumptions and limitations and shall be conditioned on (1) such representations as Morgan Lewis, counsel providing the opinion, may reasonably request (and the Funds will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with the Reorganization Plan (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments thereof that Morgan Lewis has not approved). The foregoing opinion may state that no opinion is expressed as to any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Opinions of counsel are not binding upon the IRS or the courts. If the Reorganizations are consummated but the IRS or the courts determine that the Reorganizations do not qualify as a tax-free reorganization under the Code, and thus are taxable, the Acquired Funds would recognize gain or loss on the transfer of its assets to the Acquiring Funds and each shareholder of the Acquired Funds would recognize a taxable gain or loss equal to the difference between its tax basis in its Acquired Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

Immediately prior to the Closing Date, each Acquired Fund will declare and pay a dividend to its shareholders that, together with all previous dividends for the taxable year, is intended to have the effect of distributing to Acquired Fund shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), net capital gain (taking into account available capital loss carryforwards), if any, and net tax-exempt income, if any, for the taxable year ending on the Closing Date. The amount of such distribution to the shareholders of the Acquired Fund is estimated as of April 30, 2023, to be as set forth in the table below. Any amount actually distributed to the Acquired Fund’s shareholders immediately prior to the Reorganization may be higher or lower than the estimated amount set forth in the table below. Any such distribution generally will be taxable to Acquired Fund shareholders.

As of the tax year ended April 30, 2023, each Fund has non-expiring accumulated capital loss carryforwards as follows:

Certain tax attributes, including capital loss carryovers, of the Acquired Funds will move to the Acquiring Funds in the Reorganizations, subject to any applicable use limitations under the Code. Utilization of capital loss carryforwards of an Acquired Fund will be subject to limitations if such Acquired Fund is treated as undergoing an ownership change within the meaning of the Code. Because of these limitations, the capital losses of an Acquired Fund may expire without being utilized.

Significant holders of shares of an Acquired Fund (generally, those holders that own at least 1% of the total outstanding stock (by vote or value) of the Acquired Fund or that own Acquired Fund securities with an aggregate basis of $1 million or more immediately prior to the Reorganization) generally will be required to attach a statement to their U.S. federal income tax return for the year in which the Reorganization occurs that contains the information listed in U.S. Treasury Regulation 1.368-3(b).

If you acquired different blocks of shares of an Acquired Fund at different times or for different prices, you should consult your tax advisor concerning the treatment of the basis and holding period for the different blocks of shares in the Reorganization. You should also consult your tax adviser regarding the U.S. federal income tax consequences to you, if any, of the Reorganization in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Reorganization because this discussion is only a general summary of certain federal income tax consequences.

Board Considerations

Due to the significant overlap in the investment strategies employed by the Acquired Funds and their respective Acquiring Funds, and to eliminate duplicative products, ETC and Cabana recommended the Reorganization of each Acquired Fund into the corresponding Acquiring Fund.

In considering the approval of the Reorganization Plan, the Board requested and evaluated information provided by ETC and Cabana regarding the Reorganization, including, among other information: (1) the potential benefits of the Reorganization to shareholders because, among other things, the Funds have investment strategies that have significant overlap with one another; there will be no change in the investment adviser or other fund services providers; each Acquiring Fund has the same operating expense limitation as each of the Acquired Funds; the long-term viability of each Acquiring Fund is expected to improve from additional size; the Reorganizations will be tax-free from a federal income tax perspective to shareholders of the Acquired Fund (except with respect to cash received in lieu of fractional shares, if any); and the interests of the Funds’ respective shareholders will not be diluted as a result of the Reorganization; (2) a comparison of the each Acquired Fund’s and the corresponding Acquiring Fund’s investment objectives, policies (including fundamental investment policies), strategies, and risks; (3) the experience and qualifications of ETC and Cabana and key personnel managing each Acquiring Fund; (4) the effect of the Reorganization on an Acquired Fund’s annual operating expenses, including a comparison of the Acquired Fund’s and corresponding Acquiring Fund’s management fee; (5) the relative historical performance records of each Acquired Fund and the corresponding Acquiring Fund; (6) any change in shareholder rights; (7) the direct or indirect federal income tax consequences of the Reorganization to shareholders; (8) any fees or expenses that will be borne directly or indirectly by an Acquired Fund in connection with the Reorganization, including the costs to repositioning the Acquired Fund’s portfolio in anticipation of, or as a result of, the Reorganization; (9) the terms and conditions of the Reorganization Plan and whether the Reorganization would result in dilution of shareholder interests; (10) the potential benefits of the Reorganization to other persons, including ETC, Cabana and their respective affiliates, and (11) possible alternatives to the Reorganizations, including the potential liquidation of the Acquired Fund. The Board also considered the recommendation of ETC and Cabana, discussions with representatives of ETC and Cabana, and the Board’s fiduciary duties under federal and state law.

ETC believes that the Reorganizations are in the best interests of each Fund’s shareholders.

At its meeting held on October 18, 2023, the Board, including the Independent Trustees, concluded that each Fund’s participation in the Reorganization is in the Fund’s best interests, and that the interests of existing shareholders of the applicable Fund would not be diluted as a result of the Reorganization, and approved the Reorganization Plan. In approving the Reorganization, the Board considered various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive. The determinations were made on the basis of the business judgment of the Board after consideration of all of the factors taken as a whole, though individual members of the Board may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

The Board also was informed by ETC and Cabana that, although the Funds’ shares are exchange-traded and, therefore, widely available to the public, a significant portion of each Fund’s assets are derived from investment models Cabana makes available to its clients and that Cabana intends to continue to offer those models and will be able to provide its clients with the same targeted risk exposures even with a smaller number of Funds after the Reorganizations.

The Board also considered that ETC and Cabana are subject to certain conflicts of interest in recommending the Reorganization. The Board noted and considered that the Reorganization could relieve ETC of the obligation to pay certain operating expenses of the Acquired Funds, while retaining the assets by combining them with the Acquiring Fund. The Board considered that, if the Acquiring Fund’s total net assets increase over time as a result of the Reorganization, ETC and Cabana could benefit from an increase in advisory fees. In this regard, the Board noted that ETC represented that there will be a breakpoint in the expense limitation agreement, which would have the effect of reducing the Acquiring Funds’ expense ratios and thereby allowing the Acquiring Funds to share in economies of scale as they grow.

The Board also considered that the Reorganizations are expected to qualify as reorganizations for federal income tax purposes and that the Acquired Funds and the shareholders of the Acquired Funds are not expected to recognize any gain or loss upon receipt of shares of the Acquiring Funds in the Reorganizations.

The Board also considered alternatives to the Reorganizations that were identified by ETC and Cabana, including the liquidation of the Acquired Funds, and discussed the proposals with counsel. After discussion, the Board agreed that the possible alternatives were less desirable than the Reorganizations.

Costs and Expenses of the Reorganizations. The Reorganization Plan provides that the direct expenses of the Reorganizations will be borne entirely by Cabana, regardless of whether either Reorganization is consummated. The costs of each Reorganization shall include, but not be limited to: costs of preparing, printing, and distributing the Information Statement/Prospectus and prospectus supplements of an Acquired Fund relating to the Reorganization, and expenses of winding down the operations and terminating the existence of the Acquired Fund; legal fees of counsel to the Funds, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Information Statement/Prospectus; and all necessary taxes in connection with the delivery of Acquired Fund assets, including all applicable federal and state stock transfer stamps. The costs of the Reorganizations do not include expenses related to the purchase or sale of the Fund’s holdings, including expenses related to any repositioning of an Acquired Fund’s holdings.

Capitalization. The following tables sets forth the capitalization of the Acquired Funds and the Acquiring Funds as of April 30, 2023, and on a pro forma basis after giving effect to the Reorganization. The capitalization table for the Target Drawdown Funds Reorganization is presented first, followed by the table for the Leading Sector Funds Reorganization.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Purchase and Sale of Shares. The purchase and redemption policies for the Funds are identical and are highlighted below. For a more complete discussion of the Funds’ purchase, redemption and exchange policies, please see Appendix B.

Each of the Funds issues shares to, and redeems shares from, certain institutional investors known as “Authorized Participants” (typically market makers or other broker dealers) only in large blocks of shares known as “Creation Units.” Creation Unit transactions for a Fund are generally conducted in exchange for the deposit or delivery of a portfolio of in-kind securities designated by a Fund and a specified cash payment. Individual shares of a Fund may only be purchased and sold in the secondary market through a broker or dealer at a market price. Each Fund’s shares are listed on the Exchange. You can purchase and sell individual shares of each Fund throughout the trading day like any publicly traded security. The price of each Fund’s shares is based on a market price and, because exchange-traded fund shares trade at market prices rather than NAV, shares may trade at prices greater than NAV (premium) or less than NAV (discount). When buying or selling shares of a Fund in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of a Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) (the “bid-ask spread”). Recent information regarding each Fund’s NAV, market price, premiums and discounts, and bid-ask spreads is available at https://www.cabanaetfs.com/.

Distributions. Each of the Cabana Target Drawdown 10 ETF, Cabana Target Drawdown 13 ETF, and Cabana Target Drawdown 16 ETF pays out dividends from its net investment income quarterly and distributes its net capital gains, if any, to investors at least annually. Each of the Cabana Target Leading Sector Conservative ETF, Cabana Target Leading Sector Moderate ETF, and Cabana Target Leading Sector Aggressive ETF pays out dividends from its net investment income annually and distributes its net capital gains, if any, to investors at least annually.

Brokers may make available to their customers who own shares of a Fund the Depository Trust Company book-entry dividend reinvestment service. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole shares of the applicable Fund purchased on the secondary market. Without this service, investors would receive their distributions in cash. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker. Brokers may require a Fund’s shareholders to adhere to specific procedures and timetables.

Tax Information. Distributions made by a Fund may be taxable as ordinary income, qualified dividend income, or long-term capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account. In that case, you may be taxed when you take a distribution from such account, depending on the type of account, the circumstances of your distribution, and other factors.

Financial Intermediary Compensation. If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Investment Advisory Agreement. Pursuant to an investment advisory agreement between the Trust, on behalf of the Funds, and Exchange Traded Concepts, LLC (the “Advisory Agreement”), ETC provides investment advisory services to each Fund. The Adviser is responsible for, among other things, overseeing the Sub-Adviser, including regular review of the Sub-Adviser’s performance, 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.

Please refer to “Summary – The Fund’s Fees and Expenses” which illustrates the pro forma operating expenses for each Acquiring Fund after giving effect to the Reorganization. A discussion regarding the Board’s basis for approving the investment advisory agreements for the Funds is included in the Funds’ semi-annual report to shareholders dated October 31, 2022.

Valuation. The Funds have the same Valuation Policy, which is more fully discussed in Appendix B, “Shareholder Information for the Funds.”

Description of the Securities to be Issued; Rights of Shareholders.

Set forth below is a description of the Acquiring Fund shares to be issued to the shareholders of each Acquired Fund in the Reorganization. Also set forth below is a discussion of the rights of shareholders of the Funds. Because the Funds are each a series of the Trust, the Funds’ shares have identical characteristics.

The following is a summary of the material rights of shareholders of the Acquired Funds and the Acquiring Funds, but does not purport to be a complete description of these rights. These rights may be determined in full by reference to the Trust’s Agreement and Declaration of Trust, and the Trust’s Amended and Restated By-Laws (collectively, the “Governing Instruments”). The Governing Instruments are subject to amendment in accordance with their terms. Copies of the Governing Instruments are available upon request and without charge by writing to the address below or by calling the telephone number listed as follows:

Exchange Listed Funds Trust

10900 Hefner Pointe Drive, Suite 400

Oklahoma City, Oklahoma 73120

866-239-9536.

Form of Organization. Each Fund is a series of the Trust, an open-end management investment company organized as a Delaware statutory trust on April 4, 2012.

Description of Shares. The Declaration of Trust authorizes the issuance of an unlimited number of funds (or series) and shares of each fund. Each share of a fund represents an equal proportionate interest in that fund with each other share. Shares of each fund are entitled upon liquidation to a pro rata share in the net assets of that fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional series or classes of shares. All consideration received by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. Each Fund’s shares, when issued, are fully paid and non-assessable.

Voting Rights. Each share of a fund has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all funds vote together as a single class, except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other funds, that fund will vote separately on such matter. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances.

Shareholder Liability. Delaware law does not include an express provision relating to the limitation of liability of the beneficial owners of a Delaware statutory trust. The Governing Documents provide that neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time agree to pay.

Preemptive Rights. Shareholders shall have no preemptive or other right to subscribe to additional shares or other securities issued by the Trust or a Fund.

Fund Trustees and Officers. The Trust is managed by the Board. The persons sitting on the Board will continue to be the same after the Reorganization.

Investment Adviser and Sub-Adviser. Each Fund’s investment adviser is Exchange Traded Concepts, LLC, an Oklahoma limited liability company and is located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120. Each Fund’s sub-adviser is Cabana LLC d/b/a Cabana Asset Management, a limited liability company under the laws of the State of Arkansas located at 220 S. School Avenue, Fayetteville, Arkansas 72701.

Fund Management. ETC will continue to be responsible for providing investment advisory/portfolio management services to the Acquiring Funds, and Cabana will continue to serve as sub-adviser to the Acquiring Funds following the Reorganization. G. Chadd Mason, Andrew Serowik, Todd Alberico, Gabriel Tan, and Brian Cooper serve as each Fund’s portfolio managers.

The Funds’ Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts they manage and their ownership of securities in the Fund.

Other Fund Service Providers. The Bank of New York Mellon (“BNY Mellon”), located at 240 Greenwich Street, New York, New York, 10286, serves as the administrator to the Funds. BNY Mellon also serves as the custodian and as transfer agent and dividend disbursing agent of the Funds. Upon completion of the Reorganizations, BNY Mellon will continue to provide services to the Acquiring Funds.

Independent Registered Public Accounting Firm. Cohen & Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, serves as the independent registered public accounting firm for the Trust.

Ownership of Securities of the Funds. As of November __, 2023, the Record Date, the Funds had the following number of shares issued and outstanding. [As of the same date, trustees and officers of the Funds as a group owned less than 1% of the outstanding voting securities of each of the Funds.]

As of November __, 2023, the Record Date, the following persons owned beneficially or of record more than 5% of the outstanding shares of the Funds:

Any shareholder that owns 25% or more of the outstanding shares of a Fund or a class of a Fund may be presumed to “control” (as that term is defined in the Investment Company Act) such Fund or that class. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the Funds.

AVAILABLE INFORMATION

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, file reports and other information, including proxy materials, with the SEC. Reports and other information filed by the Funds are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. In addition, the Funds’ shares are listed on the Exchange. Reports, proxy statements and other information that may be filed with the Exchange and also may be inspected at the offices of the Exchange.

LEGAL MATTERS

Certain legal matters concerning the federal income tax consequences of each Reorganization and the issuance of shares of the Acquiring Funds will be passed on by the law firm of Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington DC 20004-2541, which serves as counsel to the Trust.

EXPERTS

The financial statements and financial highlights of the Acquired Funds and the Acquiring Funds, each a series of the Trust, incorporated in this Information Statement/Prospectus by reference from the Annual Report on Form N-CSR for the fiscal year ended April 30, 2023 have been audited by Cohen & Company, Ltd., an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial highlights have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The information in Appendix C to the Information Statement/Prospectus supplements and should be read in conjunction with the foregoing information.

OTHER MATTERS

The Funds are not required, and do not intend to hold, annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, the Funds seek to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholder meetings, as well as the related expenditure of staff time. If a Reorganization is not completed, the next meeting of the shareholders of the applicable Acquired Fund will be held at such time as the Board may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office at a reasonable time before the Trust begins to print and mail its proxy statement, as determined by the Board, to be included in an Acquired Fund’s proxy statement and form of proxy relating to that meeting, and must satisfy all other legal requirements.

APPENDIX A

The Form of Plan of Reorganization has been included to provide shareholders with information regarding its terms. It is not intended to provide any other factual information about the Trust. In addition, the Plan of Reorganization may be revised from that shown here.

FORM OF

PLAN OF REORGANIZATION

EXCHANGE LISTED FUNDS TRUST

The Board of Trustees (the “Board”) of Exchanged Listed Funds Trust (the “Trust”) has approved, the following reorganizations (each, a “Reorganization”) (i) the reorganization of the Cabana Target Drawdown 13 ETF and the Cabana Target Drawdown 16 ETF, each a series of the Trust advised by Exchanged Traded Concepts, LLC (“ETC”), into the Cabana Target Drawdown 10 ETF, also an existing series of the Trust advised by ETC (hereinafter referred to as the “Target Drawdown Funds Reorganization”); and (ii) the reorganization of the Cabana Target Leading Sector Conservative ETF and the Cabana Target Leading Sector Aggressive ETF, each a series of the Trust advised by ETC, into the Cabana Target Leading Sector Moderate ETF, also an existing series of the Trust advised by ETC (hereinafter referred to as the “Leading Sector Funds Reorganization”). Each Acquired Fund and each Acquiring Fund (each defined below) intend that, for United States federal income tax purposes, with respect to each Reorganization, that (i) such Reorganization constitutes a “reorganization” within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and (ii) this Plan (as defined below) to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a)(1) of the Code and Treasury Regulation Section 1.368-2(g).

As used herein, an “Acquired Fund” is a Fund listed as an Acquired Fund in the table above, and an “Acquiring Fund” is a Fund listed as an “Acquiring Fund” in the table above.

This Plan of Reorganization (the “Plan”) sets forth the terms of each of the Target Drawdown Funds Reorganization and the Leading Sector Funds Reorganization. Each Reorganization will consist of: (1) the transfer of all of the assets of an Acquired Fund to the corresponding Acquiring Fund listed in the table above in exchange for (i) the assumption by the corresponding Acquiring Fund of all of the liabilities of the Acquired Fund and (ii) the issuance of shares of beneficial interest by the corresponding Acquiring Fund to the Acquired Fund in an amount that will equal, in aggregate net asset value (and cash in lieu of fractional shares, if any), to the aggregate net asset value of the shares of the Acquired Fund, on the last business day preceding the closing of the Reorganization; (2) the distribution of shares of the corresponding Acquiring Fund pro rata to the shareholders of the Acquired Fund with holders of shares of the Acquired Fund receiving the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) equal in value to the aggregate net asset value of the shares of the Acquired Fund that the shareholder held immediately prior to the Reorganization; and (3) the ultimate redemption and cancellation by the Trust of the shares of an Acquired Fund in complete liquidation and dissolution of the Acquired Fund.

More specifically, each Acquired Fund will transfer to the corresponding Acquired Fund, and the Acquiring Fund will acquire from the Acquired Fund, all of the assets of the Acquired Fund on the Closing Date, as defined below, and will assume from the Acquired Fund all of the liabilities of the Acquired Fund in exchange for the issuance of the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) determined as provided in the following paragraphs, which shares will be subsequently distributed pro rata to the shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund and in exchange for all of the Acquired Fund’s shares. An Acquired Fund will not issue, sell, or transfer any of its shares after the Closing Date, and only redemption requests received by the Acquired Fund in proper form prior to the Closing Date shall be fulfilled by the Acquired Fund.

Immediately prior to the Closing Date, each Acquired Fund will declare and pay a dividend to its shareholders that, together with all previous dividends for the taxable year, is intended to have the effect of distributing to Acquired Fund shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), net capital gain (taking into account available capital loss carryforwards), if any, and net tax-exempt income, if any, for the taxable year ending on the Closing Date.

On the Closing Date, the Acquiring Fund will issue to the Acquired Fund a number of full and fractional shares of the Acquiring Fund (and cash in lieu of fractional shares, if any), taken at their then net asset value, having an aggregate net asset value equal to the aggregate value of the net assets of the Acquired Fund. The aggregate value of the net assets of each Fund shall be determined in accordance with the then-current Prospectus of the Funds as of the last business day preceding the Closing Date.

The closing of the transactions contemplated in this Plan shall be held at the offices of ETC, 10900 Hefner Pointe Drive, Suite 401, Oklahoma City, Oklahoma 73120, on or about ________ on December __, 2023, or on such other date as ETC management may determine (the “Closing”). The date on which the Closing is to be held as provided in this Plan shall be known as the “Closing Date.”

In the event that on the Closing Date (a) the NYSE is closed for other than customary weekend and holiday closings or (b) trading on the NYSE is restricted or (c) an emergency exists as a result of which it is not reasonably practicable for a Fund to fairly determine the value of its assets, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed.

As soon as practicable after the Closing, each Acquiring Fund shall (a) distribute on a pro rata basis to the shareholders of record of the corresponding Acquired Funds at the close of business on the Closing Date the shares of the Acquiring Fund received by the Acquired Fund at the Closing in exchange for all of the Acquired Fund’s outstanding shares, and (b) be liquidated in accordance with applicable law and the Trust’s governing documents.

For purposes of the distribution of shares of the Acquiring Fund to shareholders of the Acquired Fund, the Acquiring Fund shall credit its books an appropriate number of its shares to the account of each shareholder of the Acquired Fund. No certificates will be issued for shares of an Acquiring Fund.

Each Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the corresponding Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. Each Acquired Fund will, within a reasonable period of time before the Closing Date, identify the securities, if any, on the Acquired Fund’s list referred to in the foregoing sentence that the Acquiring Fund wishes to receive from the Acquired Fund and otherwise how the Acquiring Fund wishes the Acquiring Fund’s portfolio to be repositioned prior to the Closing in accordance with the Acquiring Fund’s investment objective, policies, and strategies. The Acquired Fund, if requested by the corresponding Acquiring Fund, will reposition its portfolio as directed by the Acquiring Fund prior to the Closing. In addition, if it is determined that the portfolios of the Acquiring Fund and the corresponding Acquired Funds, when aggregated, would contain investments exceeding certain percentage limitations applicable to the Acquiring Fund with respect to such investments, an Acquired Fund, if requested by the Acquired Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require an Acquired Fund to dispose of or purchase any investments or securities if, in the reasonable judgment of the Board or ETC, such disposition would adversely affect the status of the transactions contemplated in this Plan as a “reorganization,” as such term is used in Section 368(a) of the Code, or would otherwise not be in the best interests of the Acquired Fund.

Prior to the Closing Date, the Trust shall have shall have received an opinion of Morgan, Lewis & Bockius LLP in form and substance reasonably acceptable to the Trust with respect to certain U.S. federal income tax matters. In rendering such opinion, Morgan, Lewis & Bockius LLP may request and rely upon such representations and certifications contained in the representation certificates from the Acquired Funds and Acquiring Funds and representations and certifications of others as it may reasonably request, and the officers of the Trust will cooperate to make and certify the accuracy of such representations contained in the representation certificates. The foregoing opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. The foregoing opinion may state that no opinion is expressed as to any other U.S. federal tax issues (except those set forth in the opinion) and all state, local or foreign tax issues of any kind.

Prior to the Closing Date, the Acquired Fund shall deliver to the Acquiring Fund a list setting forth the assets to be assigned, delivered, and transferred to the Acquiring Fund, including the securities then owned by the Acquired Fund and the respective federal income tax bases (on an identified cost basis) thereof, and the liabilities to be assumed by the Acquired Fund pursuant to this Plan.

All of an Acquired Fund’s portfolio securities shall be delivered by the Acquired Fund’s custodian on the Closing Date to the Acquiring Fund or its custodian, either endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the practice of brokers or, if such securities are held in a securities depository within the meaning of Rule 17f-4 under the Investment Company Act of 1940, as amended, transferred to an account in the name of the Acquired Fund or its custodian with said depository. All cash to be delivered pursuant to this Plan shall be transferred from the Acquired Fund’s account at its custodian to the Acquiring Fund’s account at its custodian. If on the Closing Date the Acquired Fund is unable to make good delivery to the Acquiring Fund’s custodian of any of the Acquired Fund’s portfolio securities because such securities have not yet been delivered to the Acquired Fund’s custodian by its brokers or by the transfer agent for such securities, then the delivery requirement with respect to such securities shall be waived, and the Acquired Fund shall deliver to the Acquiring Fund’s custodian on or by said Closing Date with respect to said undelivered securities executed copies of an agreement of assignment in a form satisfactory to the Acquiring Fund, and a due bill or due bills in form and substance satisfactory to the custodian, together with such other documents including brokers’ confirmations, as may be reasonably required by the Acquiring Fund.

This Plan may be abandoned and terminated with respect to one or both Reorganizations, or with respect to any particular Fund, whether before or after notification to the shareholders of an Acquired Fund, if the Board believes that the consummation of the transactions contemplated hereunder would not be in the best interests of the shareholders of an Acquired Fund or an Acquiring Fund. The Closing of the Reorganization of an Acquired Fund into its corresponding Acquired Fund is not contingent upon the closing of any other Reorganization under this Plan.

This Plan may be amended by the Board at any time, except that after notification to the shareholders of an Acquired Fund, no amendment may be made with respect to the Plan that in the opinion of the Board materially adversely affects the interests of the shareholders of an Acquired Fund.

Except as expressly provided otherwise in this Plan, Cabana LLC d/b/a Cabana Asset Management, the subadviser to each Fund, will pay or cause to be paid all direct expenses incurred in connection with the transactions contemplated under this Plan, including, but not limited to: costs of preparing, printing, and distributing the Information Statement/Prospectus and prospectus supplements of an Acquired Fund relating to a Reorganization, and expenses of winding down the operations and terminating the existence of the Acquired Fund; legal fees of counsel to the Funds, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Information Statement/Prospectus; and all necessary taxes in connection with the delivery of Acquired Fund assets, including all applicable federal and state stock transfer stamps.

Notwithstanding the foregoing, the party directly incurring any costs and expenses will bear such costs and expenses if and to the extent that payment by another party would result (as determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) in the Acquiring Funds failing to qualify and be eligible for treatment as a regulated investment company under Sections 851 and 852 of the Code or would prevent the Reorganizations from qualifying as a reorganization within the meaning of Section 368(a) of the Code or otherwise result in the imposition of tax on the Acquired Funds or the Acquiring Funds or any of their respective shareholders.

This Plan may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party agrees that electronic signatures of the parties included in this Plan are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be executed as of the ____ day of December, 2023.

EXCHANGE LISTED FUNDS TRUST

on behalf of

CABANA TARGET DRAWDOWN 10 ETF (TDSC)
CABANA TARGET DRAWDOWN 13 ETF (TDSD)
CABANA TARGET DRAWDOWN 16 ETF (TDSE)
CABANA TARGET LEADING SECTOR CONSERVATIVE ETF (CLSC)
CABANA TARGET LEADING SECTOR MODERATE ETF (CLSM)
CABANA TARGET LEADING SECTOR AGGRESSIVE ETF (CLSA)

CABANA, LLC

(solely in connection with the payment of expenses)

APPENDIX B - SHAREHOLDER INFORMATION FOR THE FUNDS

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS

Each of the Funds issues shares to, and redeems shares from, certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of shares known as “Creation Units.” Creation Unit transactions for a Fund are generally conducted in exchange for the deposit or delivery of a portfolio of in-kind securities designated by a Fund and a specified cash payment.

Individual shares of a Fund may only be purchased and sold in the secondary market through a broker or dealer at a market price. You can purchase and sell individual shares of each Fund throughout the trading day like any publicly traded security.

HOW TO BUY AND SELL SHARES

Shares of each Fund are listed for trading on the Exchange. When you buy or sell a Fund’s shares on the secondary market, you will pay or receive the market price. You may incur customary brokerage commissions and charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction. The shares of a Fund will trade on the Exchange at prices that may differ to varying degrees from the daily NAV of such shares. A business day with respect to each Fund is any day on which the Exchange is open for business. The Exchange is generally open Monday through Friday and is closed on weekends and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Determination of Net Asset Value (NAV)

NAV per share for a Fund is computed by dividing the value of the net assets of that Fund (i.e., the value of its total assets less total liabilities) by its total number of shares outstanding. Expenses and fees, including management and distribution fees, if any, are accrued daily and taken into account for purposes of determining NAV. NAV is determined each business day, normally as of the close of regular trading of the New York Stock Exchange (ordinarily 4:00 p.m., Eastern time).

When determining NAV, the value of a Fund’s portfolio securities is based on market prices of the securities, which generally means a valuation obtained from an exchange or other market (or based on a price quotation or other equivalent indication of the value supplied by an exchange or other market) or a valuation obtained from an independent pricing service. If a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security, the security will be valued by another method that the Trust’s Valuation Committee believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures, which were approved by the Board. Fair value pricing may be used in a variety of circumstances, including but not limited to, situations when the value of a security in a Fund’s portfolio has been materially affected by events occurring after the close of the market on which the security is principally traded but prior to the close of the Exchange (such as in the case of a corporate action or other news that may materially affect the price of a security) or trading in a security has been suspended or halted. Accordingly, a Fund’s NAV may reflect certain portfolio securities’ fair values rather than their market prices.

Fair value pricing involves subjective judgments and it is possible that a fair value determination for a security will materially differ from the value that could be realized upon the sale of the security.

Frequent Purchases and Redemptions of Shares

The Funds do not impose any restrictions on the frequency of purchases and redemptions of Creation Units; however, each Fund reserves the right to reject or limit purchases at any time. When considering that no restriction or policy was necessary, the Board evaluated the risks posed by arbitrage and market timing activities, such as whether frequent purchases and redemptions would interfere with the efficient implementation of a Fund’s investment strategy, or whether they would cause a Fund to experience increased transaction costs. The Board considered that, unlike traditional mutual funds, shares of each Fund are issued and redeemed only in large quantities of shares known as Creation Units available only from the Funds directly to Authorized Participants, and that most trading in the Funds occurs on the Exchange at prevailing market prices and does not involve the Funds directly. Given this structure, the Board determined that it is unlikely that trading due to arbitrage opportunities or market timing by shareholders would result in negative impact to the Funds or its shareholders. In addition, frequent trading of a Fund’s shares by Authorized Participants and arbitrageurs is critical to ensuring that the market price remains at or close to NAV.

Investments by Registered Investment Companies

For purposes of the 1940 Act, each Fund is treated as a registered investment company. Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies, including shares of the Funds. Rule 12d1-4 under the 1940 Act permits registered investment companies to invest in exchange-traded funds offered by the Trust, including the Funds, beyond the limits of Section 12(d)(1) subject to certain terms and conditions, including that such registered investment companies enter into an agreement with the Trust. However, if a Fund were to invest in securities of other investment companies beyond the limits set forth in Section 12(d)(1)(A), other registered investment companies would not be permitted to rely on Rule 12d1-4 to invest in that Fund in excess of the limits.

DISTRIBUTION AND SERVICE PLAN

The Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Funds are authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities and shareholder services.

No Rule 12b-1 fees are currently paid by the Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of a Fund’s assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

PREMIUM/DISCOUNT INFORMATION

Information regarding how often Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV per Share is available, free of charge, on the Funds’ websites at www.cabanaetfs.com.

APPENDIX C - FINANCIAL HIGHLIGHTS

It is anticipated that following the Reorganization, the applicable Acquiring Fund will be the accounting survivor of each Reorganization. The following financial highlights are intended to help you understand each Acquired Fund’s financial performance for the fiscal periods shown below compared to the financial performance of the Acquiring Funds. Certain information reflects financial results for a single Fund share. The total return in the table represents the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Cohen & Company, Ltd., the Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in the Funds’ annual report, which is available upon request.

PART B

STATEMENT OF ADDITIONAL INFORMATION

________ __, 2023

EXCHANGE LISTED FUNDS TRUST

CABANA TARGET DRAWDOWN 13 ETF (TDSD)
CABANA TARGET DRAWDOWN 16 ETF (TDSE)|
CABANA TARGET LEADING SECTOR CONSERVATIVE ETF (CLSC)
CABANA TARGET LEADING SECTOR AGGRESSIVE ETF (CLSA)
each, a series of Exchange Listed Funds Trust
(each, an “Acquired Fund” and together the “Acquired Funds”)

AND

EXCHANGE LISTED FUNDS TRUST

Cabana Target Drawdown 10 ETF (TDSC)
Cabana Target Leading Sector Moderate ETF (CLSM)
each, a series of Exchange Listed Funds Trust
(each, an “Acquiring Fund” and together the “Acquiring Funds”)

10900 Hefner Pointe Drive, Suite 401
Oklahoma City, Oklahoma 73120
(405) 778-8377

This Statement of Additional Information dated _____ __, 2023 (the “SAI”) is not a prospectus. An Information Statement/Prospectus dated ____ __, 2023 (the “Information Statement/Prospectus”) related to the above referenced matter may be obtained from Exchange Listed Funds Trust (the “Trust”), on behalf of the Acquired Funds and the Acquiring Funds (collectively, the “Funds”) by writing or calling the Trust at the address and telephone number shown above. This SAI should be read in conjunction with such Information Statement/Prospectus.

You should rely only on the information contained in this SAI and the Information Statement/Prospectus. The Trust has not authorized others to provide additional information. This SAI is not an offer to sell securities in any state or jurisdiction where the offering cannot legally be made.

CONTENTS OF THE SAI

This SAI consists of the cover page, the information set forth below, and the following documents, each of which was filed electronically with the Securities and Exchange Commission and is incorporated by reference into this SAI:

SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)

Pro Forma Financial Statements

Rule 6-11(d)(2) under Regulation S-X requires that, with respect to any fund acquisition, registered investment companies must provide certain supplemental financial information in lieu of pro forma financial statements required by Regulation S-X. For this reason, pro forma financial statements of the Acquiring Funds are not included in this SAI.

Tables showing the fees and expenses of each Acquired Fund, and the fees and expenses of each corresponding Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, are included in the Information Statement/Prospectus. Under the Plan of Reorganization, each Acquired Fund is proposed to be reorganized into the corresponding Acquiring Fund (the “Reorganization”).

It is anticipated that following the Reorganization, each Acquiring Fund will be the performance survivor of the corresponding Acquired Funds.

Repositioning

As of the date of this SAI, each Acquired Fund’s underlying fund holdings are currently identical to those of the corresponding Acquiring Fund, differentiated only by the percentage of assets allocated to the underlying funds. It is not anticipated that there will be a material disposition of portfolio holdings by an Acquired Fund. Additionally, any sales are not expected to result in the recognition of any capital gains or the distribution of any capital gains to Acquired Fund shareholders because, to the extent any capital gains are recognized, such gains are expected to be fully offset by an Acquired Fund’s capital loss carryforwards. However, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets were sold and the Acquired Fund’s basis in such assets. Any capital gains recognized in excess of an Acquired Fund’s capital loss carryforwards would be distributed to the Acquired Fund’s shareholders as capital gain dividends (to the extent of the excess of net realized long-term capital gains over net realized short-term capital losses) and ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions would be taxable to shareholders.

Accounting Policy

No significant accounting policies (including valuation of portfolio securities or compliance with Subchapter M of the Internal Revenue Code of 1986, as amended) will change as a result of the proposed Reorganizations.

Accounting Survivor

After giving effect to the proposed Reorganization, each Acquiring Fund will be the accounting survivor. Each Acquiring Fund will have the same portfolio management team, investment objective, principal investment strategies, expense structure, and investment policies, restrictions and limitations of the Acquiring Fund as described in the Information Statement/Prospectus.

Federal Income Taxes

Subject to the assumptions and limitations discussed below, the following discussion describes the material U.S. federal income tax consequences of the Reorganization to shareholders of an Acquired Fund who hold their shares as capital assets. This discussion is based on the Code, applicable Treasury regulations, and federal administrative interpretations and court decisions in effect as of the date of this Information Statement/Prospectus, all of which may change, possibly with retroactive effect. Any such changes could alter the tax consequences described in this summary. This discussion of material U.S. federal income tax consequences of a Reorganization does not address all aspects of U.S. federal income taxation that may be important to a holder of an Acquired Fund’s shares in light of that shareholder’s particular circumstances or to a shareholder subject to special rules. The description of the tax consequences set forth herein will neither bind the Internal Revenue Service (“IRS”), nor preclude the IRS or the courts from adopting a contrary position. In addition, this discussion does not address any other state, local, or foreign income tax or non-income tax consequences of a Reorganization or of any transactions other than the Reorganization. Shareholders are urged to consult their own tax advisers to determine the particular U.S. federal income tax or other tax consequences to them of a Reorganization and the other transactions contemplated herein.

Each of the Acquired Funds and the Acquiring Funds will receive an opinion from the law firm of Morgan, Lewis & Bockius LLP (“Morgan Lewis”) substantially to the effect that, with respect to the Funds and each Reorganization, for federal income tax purposes:

i.       The acquisition by an Acquiring Fund of all of the assets of the Acquired Funds, as provided for in the Reorganization Plan, in exchange for Acquiring Fund shares (and cash in lieu of fractional shares, if any) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Funds, followed by the distribution by the Acquired Fund to its shareholders of the Acquiring Fund shares (and cash in lieu of fractional shares, if any) in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

ii.       No gain or loss will be recognized by an Acquired Fund upon the transfer of all of its assets to, and assumption of its liabilities by, the applicable Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund’s taxable year or (ii) upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

iii.      No gain or loss will be recognized by an Acquiring Fund upon the receipt by it of all of the assets of the Acquired Fund in exchange solely for the assumption of the liabilities of the Acquired Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

iv.      No gain or loss will be recognized by an Acquired Fund upon the distribution of Acquiring Fund shares by the Acquired Fund to shareholders of the Acquired Fund in complete liquidation (in pursuance of the Reorganization Plan) of the Acquired Fund pursuant to Section 361(c)(1) of the Code.

v.      The tax basis of the assets of an Acquired Fund received by the applicable Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer of such assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer pursuant to Section 362(b) of the Code.

vi.     The holding periods of the assets of an Acquired Fund in the hands of the applicable Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code, other than assets with respect to which gain or loss is required to be recognized and except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset.

vii.     No gain or loss will be recognized by the shareholders of an Acquired Fund upon the exchange of all of their Acquired Fund shares solely for Acquiring Fund shares (except with respect to cash, if any, received in lieu of fractional shares) pursuant to Section 354(a) of the Code.

viii.    The aggregate tax basis of the Acquiring Fund shares received by a shareholder of an Acquired Fund (including fractional shares to which the shareholder would be entitled but for the distribution of cash in lieu of fractional shares) will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

ix.      The holding period of the Acquiring Fund shares received by a shareholder of an Acquired Fund will include the holding period of the Acquired Fund shares exchanged therefor, provided that the shareholder held the Acquired Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

Such opinion shall be based on customary assumptions and limitations and shall be conditioned on (1) such representations as Morgan Lewis, counsel providing the opinion, may reasonably request (and the Funds will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with the Reorganization Plan (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments thereof that Morgan Lewis has not approved). The foregoing opinion may state that no opinion is expressed as to any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Opinions of counsel are not binding upon the IRS or the courts. If the Reorganizations are consummated but the IRS or the courts determine that the Reorganizations do not qualify as a tax-free reorganization under the Code, and thus is taxable, the Acquired Funds would recognize gain or loss on the transfer of its assets to the Acquiring Funds and each shareholder of the Acquired Funds would recognize a taxable gain or loss equal to the difference between its tax basis in its Acquired Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

As of the tax year ended April 30, 2023, each Fund has non-expiring accumulated capital loss carryforwards as follows:

Certain tax attributes, including capital loss carryovers, of the Acquired Funds will move to the Acquiring Funds in the Reorganizations, subject to any applicable use limitations under the Code. Utilization of capital loss carryforwards of an Acquired Fund will be subject to limitations if such Acquired Fund is treated as undergoing an ownership change within the meaning of the Code. Because of these limitations, the capital losses of an Acquired Fund may expire without being utilized.

Significant holders of shares of an Acquired Fund (generally, those holders that own at least 1% of the total outstanding stock (by vote or value) of the Acquired Fund or that own Acquired Fund securities with an aggregate basis of $1 million or more immediately prior to the Reorganization) generally will be required to attach a statement to their U.S. federal income tax return for the year in which the Reorganization occurs that contains the information listed in U.S. Treasury Regulation 1.368-3(b).

If you acquired different blocks of shares of an Acquired Fund at different times or for different prices, you should consult your tax advisor concerning the treatment of the basis and holding period for the different blocks of shares in the Reorganization. You should also consult your tax adviser regarding the U.S. federal income tax consequences to you, if any, of the Reorganization in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Reorganization because this discussion is only a general summary of certain federal income tax consequences.

Reorganization Costs

The expenses relating to the proposed Reorganization, which are estimated to be approximately $151,000, whether or not consummated, will be borne by Cabana. The costs of the Reorganization include, but are not limited to: costs associated with preparing, printing, and distributing the Information Statement/Prospectus and prospectus supplements of each Acquired Fund relating to the Reorganization, and expenses of winding down the operations and terminating the existence of each Acquired Fund; and legal fees of counsel to the Acquired Fund and Acquiring Fund, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Information Statement/Prospectus. The costs of the Reorganization do not include expenses related to the purchase or sale of the Fund’s holdings, including expenses related to the repositioning of the Acquired Fund’s holdings, if any. It is not anticipated that there will be a material disposition of portfolio holdings by an Acquired Fund.

PART C

OTHER INFORMATION

The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, adviser or principal underwriter of Exchange Listed Funds Trust (the “Trust” or the “Registrant”), nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s or officer’s performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Signatures

As required by the Securities Act of 1933 (the “1933 Act”), this registration statement has been signed on behalf of the Registrant, in the City of Oklahoma, State of Oklahoma, on this 6th day of November 2023.

As required by the 1933 Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

EXHIBIT INDEX