N-CSR 1 d292070dncsr.htm ALPS ETF TRUST ANNUAL REPORTS ALPS ETF Trust Annual Reports
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:

811-22175

ALPS ETF TRUST

(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

Tané T. Tyler, Esq.

ALPS ETF Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

(Name and address of agent for service)

Registrant’s Telephone Number, including Area Code: (303) 623-2577

Date of fiscal year end: November 30

Date of reporting period: January 1, 2011 – November 30, 2011


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Item 1. Reports to Stockholders.


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Shareholder Letter

     2   

Performance Overview

     3   

Disclosure of Fund Expenses

     6   

Report of Independent Registered Public Accounting Firm

     7   

Financial Statements

        

Schedule of Investments

     8   

Statement of Assets and Liabilities

     12   

Statements of Operations

     13   

Statements of Changes in Net Assets

     14   

Financial Highlights

     17   

Notes to Financial Statements

     18   

Additional Information

     26   

Trustees and Officers

     27   

Board Considerations Regarding Continuation of Investment Advisory Agreement

     32   

 

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Dear Shareholders:

When ALPS launched its ETF(1) Trust in 2008 our goal was to bring innovative solutions to the ETF industry that provide investors with access to a unique market segment or strategy. Our first portfolio – the Cohen & Steers Global Realty Majors ETF (“GRI”) – is one of the first ETFs to provide investors with access to a diversified portfolio of global real estate securities. US real estate, while already a mainstream asset class, only covers 1/3 of the global real estate universe. Furthermore, development of Real Estate Investment Trusts (“REITs”) in the global market continues to be strong as foreign countries seek to securitize their private real estate holdings. As a result, real estate fund that is global in scope can provide investors with a wider range of opportunities than a purely domestic fund while preserving the diversification and income benefits of US REITs.

By partnering with Cohen & Steers, we have secured a best in breed real estate manager with a great track record and reputation. Furthermore, the transparency(2), low cost and tax efficiency of the ETF structure provides access to global real estate in a very efficient manner. We believe access to global real estate, the benefits of the ETF structure, and the expertise of Cohen & Steers make for a powerful investment combination that will allow investors to build better portfolios.

In the pages that follow our Fund managers have provided a performance overview.

We thank you for your investment and for being a GRI shareholder.

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Thomas A. Carter*

President, ALPS ETF Trust

 

*

Registered representative of ALPS Distributors, Inc.

 

(1) 

Exchange Traded Fund (“ETF”).

(2) 

ETFs are considered transparent because their portfolio holdings are disclosed daily.

 

  

  Ordinary brokerage commissions apply.

 

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FUND DESCRIPTION

 

The Cohen & Steers Global Realty Majors ETF (the “Fund”) seeks investment results that correspond generally to the performance (before the Fund’s fees and expenses) of an equity index called the Cohen & Steers Global Realty Majors Index (the “Index”). The Shares of the Fund are listed and trade on the NYSE Arca under the ticker symbol “GRI.” The Fund will normally invest substantially all of its assets in the 75 stocks that comprise the Cohen & Steers Global Realty Majors Index. The Fund began trading on May 9, 2008.

The Index is a free-float, market-cap-weighted total return index of selected real estate equity securities maintained by Cohen & Steers. It is quoted intraday on a realtime basis by the Chicago Mercantile Exchange under the symbol GRM. The Index’s free-float market capitalization approach and qualitative screening process emphasize companies that the Cohen & Steers Index Committee believes are leading the securitization of real estate globally.

PERFORMANCE OVERVIEW

 

Global real estate securities suffered through a volatile year that plagued many risky assets, particularly securities with smaller capitalizations or those domiciled overseas. After a roller-coaster ride, global real estate securities lost 5.53% for the 11-month period ended November 30, 2011. Worries about fiscal contagion in Europe and a hiccup in the US recovery impacted all equities, including global real estate securities. US real estate securities lead the way, rising 3.7%. Both the European and Asian property sectors lost value, with Europe losing 8.5% and Asia falling 18.0%.

Overall results for the US property sector were mixed, as increasing economic uncertainty and more conservative expectations for future growth weighed heavily on the more cyclical sectors of the market. Shopping centers underperformed on fears of slow income growth and the Industrial sector was negatively impacted by ProLogis, whose European business unit continued to suffer. The Regional Mall sector declined in value as well but was insulated somewhat by its concentration in higher quality locations. The more defensive Self-Storage sector was the leader in the group and benefited from peak level occupancies and the pricing power to raise rents for existing tenants.

The European real estate market was plagued by continued uncertainty surrounding the sovereign debt crisis and the fate of the Euro. Despite the installation of new fiscal-minded governments in Italy and Greece, rapid economic deceleration across the continent put additional strain on government budgets. The United Kingdom was one of the more resilient markets (-2.5%) as investors focused on London’s prime office and retail locations. French real estate securities lost 8.9% of their value and reflected the rise in yields on French sovereign debt and its increased vulnerability to deteriorating capital markets. The Netherlands property market suffered the greatest losses (-24.6%) due to the pan-European exposure of its companies.

The Asian property market saw steep declines in 2011 amid fears of recession and high inflation. The Australian sector was the only region to show positive results, rising 0.9% for the 11-month period. Australia benefited from the Reserve Bank of Australia’s rate cut after a long period of stable monetary policy. The remaining real estate markets suffered, with Japan faring next best (-17.8%). Slowing exports to

 

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Europe and China, sluggish domestic growth and rising vacancies in Tokyo all contributed to declines in the Japanese property market. Weak residential demand hurt property developers in Singapore (-21.5%). In addition, lower 2012 growth expectations impacted many of the export-sensitive sectors. Hong Kong was the worst performing property sector (-27.8%) and real estate securities were plagued by a deceleration in rent growth and weak demand.

For the eleven months ended November 30, 2011 the Fund’s market price decreased 4.37% and the Fund’s net asset value (“NAV”) decreased 5.53%. Over the same time period the Fund’s benchmark decreased 6.70%.

Performance as of November 30, 2011

 

      5 Month   YTD   1 Year   3 Year  

Since

Inception

Annualized*

Fund Performance

                    

NAV

       -11.33 %       -5.53 %       0.34 %       17.83 %       -7.16 %

Market Price**

       -10.54 %       -4.37 %       1.59 %       18.58 %       -6.74 %

Index Performance

                    

Cohen & Steers Global Realty

       -11.19 %       -4.85 %       1.16 %       18.96 %       -6.32 %

Majors Portfolio Index

                    

FTSE EPRA/NAREIT Developed

       -12.04 %       -6.70 %       -0.81 %       19.42 %       -6.34 %

Real Estate Index

                    

S&P 500 Total Return Index

       -4.67 %       1.08 %       7.83 %       14.13 %       -1.34 %

Total Expense Ratio (per the current prospectus) 0.55%.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For most current month-end performance data please visit www.alpsfunds.com.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

 

*

  Fund Inception 5/7/08.

**

  Market Price is the price at which a share can currently be traded in the market.

Cohen & Steers Global Realty Majors® Portfolio Index: A free-float adjusted, modified market capitalization-weighted index of global real estate equities. The modified market capitalization weighting approach and qualitative screening process emphasize those companies that, in the opinion of the Cohen & Steers investment committee, are leading the securitization of real estate globally.

FTSE EPRA/NAREIT Developed Real Estate Index: An unmanaged market-weighted total return index that consists of many companies from developed markets whose floats are larger than $100 million and which derive more than half of their revenue from property-related activities.

S&P 500 Index: The Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.

An investor cannot invest directly in an index.

 

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TOP 10 HOLDINGS (as a % of Net Assets)* as of November 30, 2011

 

 

Simon Property Group, Inc.

       4.02 %

Mitsubishi Estate Co., Ltd.

       3.87  

Public Storage

       3.75  

Sun Hung Kai Properties, Ltd.

       3.61  

Westfield Group

       3.58  

Unibail-Rodamco

       3.42  

Equity Residential

       3.29  

HCP, Inc.

       3.16 %

Ventas, Inc.

       3.05  

Boston Properties, Inc.

       2.82  

Percent of Net Assets
in Top Ten Holdings:

       34.57 %

 

* Future holdings are subject to change.

    
 

 

GEOGRAPHIC BREAKDOWN**

 

 

United States

       48.42 %

Hong Kong

       12.54  

Australia

       9.86  

Japan

       9.19  

Great Britain

       5.88  

France

       5.32  

Singapore

       3.66  

Canada

       2.16 %

Netherlands

       1.07  

Brazil

       0.87  

Switzerland

       0.60  

Sweden

       0.43  

 

** % of Total Investments

    
 

 

GROWTH OF $10K as of November 30, 2011

 

Comparison of Change in Value of $10,000 Investment in Cohen & Steers Global Realty Majors ETF and Cohen & Steers Global Realty Majors Index.

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The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the life of the Fund. Performance calculations are as of the end of each month. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

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Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2011, and held through the period ended November 30, 2011.

Actual Return: The first line of the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

Hypothetical 5% Return: The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect any transaction costs, such as creation and redemption fees, or brokerage charges. Therefore, the second line is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your costs would have been higher.

 

        

 
 

Beginning

Account Value
7/01/11

 

 
 

      

 

 
 

Ending

Account

Value
11/30/11

 

 

 
 

      
 
Expense
Ratio
 
 
     

 

 

 

Expenses Paid

During the

Period(a)

7/01/11-11/30/11

 

 

 

 

Actual

     $ 1,000.00        $ 886.70          0.55 %     $ 2.17 (a)

Hypothetical (5% return before expenses)

     $ 1,000.00        $ 1,022.43          0.55 %     $ 2.80 (b)

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30. Actual expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (153), then divided by 365.

(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184), then divided by 365

 

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To the Board of Trustees and Shareholders of ALPS ETF Trust:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cohen & Steers Global Realty Majors ETF, one of the funds constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2011, and the related statements of operations for the period ended November 30, 2011 and the year ended December 31, 2010, the statement of changes in net assets for the period ended November 30, 2011 and each of the two years in the period ended December 31, 2010, and the financial highlights for the period ended November 30, 2011, each of the two years in the period ended December 31, 2010, and the period May 7, 2008 (inception) to December 31, 2008. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Cohen & Steers Global Realty Majors ETF of the ALPS ETF Trust as of November 30, 2011, the results of its operations for the period ended November 30, 2011 and the year ended December 31, 2010, the changes in its net assets for the period ended November 30, 2011 and each of the two years in the period ended December 31, 2010, and the financial highlights for the period ended November 30, 2011, each of the two years in the period ended December 31, 2010, and the period May 7, 2008 (inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2012

 

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Security Description

     Shares         Value   

COMMON STOCKS (99.63%)

     

Australia (9.82%)

     

CFS Retail Property Trust

     237,919       $ 449,722   

Dexus Property Group

     490,310         435,697   

Goodman Group

     666,909         407,644   

GPT Group

     173,381         559,279   

Mirvac Group

     346,054         451,487   

Stockland Trust Group

     241,459         840,893   

Westfield Group

     214,546         1,807,306   
     

 

 

 
        4,952,028   
     

 

 

 

Brazil (0.87%)

     

BR Malls Participacoes SA

     43,000         436,859   
     

 

 

 

Canada (2.15%)

     

Boardwalk Real Estate Investment Trust

     3,969         202,871   

Dundee Real Estate Investment Trust

     6,225         200,143   

RioCan Real Estate Investment Trust

     27,231         683,219   
     

 

 

 
        1,086,233   
     

 

 

 

France (5.30%)

     

Fonciere des Regions

     3,956         262,781   

Gecina SA

     2,647         228,298   

ICADE

     2,317         184,990   

Klepierre

     9,433         273,139   

Unibail-Rodamco

     9,252         1,721,846   
     

 

 

 
        2,671,054   
     

 

 

 

Hong Kong (12.49%)

     

China Overseas Land & Investment, Ltd.

     388,000         643,714   

China Resources Land, Ltd.

     204,500         299,826   

Hang Lung Properties, Ltd.

     203,000         595,254   

Henderson Land Development Co., Ltd.

     94,000         450,929   

Hongkong Land Holdings, Ltd.

     118,000         533,360   

The Link Real Estate Investment Trust

     228,000         807,845   

Sino Land Co., Ltd.

     348,000         423,392   

Sun Hung Kai Properties, Ltd.

     152,000         1,821,928   

The Wharf Holdings, Ltd.

     153,700         722,492   
     

 

 

 
        6,298,740   
     

 

 

 

 

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Security Description

     Shares         Value   

Japan (9.16%)

     

Mitsubishi Estate Co., Ltd.

     120,000       $ 1,950,792   

Mitsui Fudosan Co., Ltd.

     84,000         1,317,944   

Nippon Building Fund, Inc.

     55         503,027   

Sumitomo Realty & Development Co., Ltd.

     44,000         845,086   
     

 

 

 
        4,616,849   
     

 

 

 

Netherlands (1.07%)

     

Corio N.V.

     9,351         415,714   

Eurocommercial Properties N.V.

     3,618         122,149   
     

 

 

 
        537,863   
     

 

 

 

Singapore (3.64%)

     

Ascendas Real Estate Investment Trust

     172,066         273,963   

CapitaLand, Ltd.

     262,000         515,309   

CapitaMall Trust

     265,347         361,390   

City Developments, Ltd.

     47,000         355,824   

Global Logistic Properties, Ltd.*

     232,000         329,553   
     

 

 

 
        1,836,039   
     

 

 

 

Sweden (0.43%)

     

Castellum AB

     17,428         218,241   
     

 

 

 

Switzerland (0.61%)

     

PSP Swiss Property AG*

     3,522         305,899   
     

 

 

 

United Kingdom (5.85%)

     

British Land Co., Plc

     89,899         700,320   

Capital Shopping Centres Group Plc

     60,684         306,470   

Derwent London Plc

     8,275         208,239   

Great Portland Estates Plc

     31,768         176,126   

Hammerson Plc

     72,362         445,114   

Land Securities Group Plc

     78,513         848,343   

Segro Plc

     75,354         267,018   
     

 

 

 
        2,951,630   
     

 

 

 

United States (48.24%)

     

Alexandria Real Estate Equities, Inc.

     6,278         411,586   

American Campus Communities, Inc.

     7,045         277,150   

AvalonBay Communities, Inc.

     9,529         1,189,696   

Boston Properties, Inc.

     14,885         1,419,731   

BRE Properties, Inc.

     7,573         368,502   

Brookfield Office Properties, Inc.

     21,906         322,675   

 

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Security Description

     Shares         Value   

United States (continued)

     

Camden Property Trust

     7,212       $ 416,349   

Corporate Office Properties Trust

     7,286         151,913   

Digital Realty Trust, Inc.

     10,069         639,382   

Douglas Emmett, Inc.

     12,931         232,499   

Duke Realty Corp.

     25,677         297,853   

Equity Residential

     30,041         1,657,963   

Essex Property Trust, Inc.

     3,312         439,999   

Federal Realty Investment Trust

     6,364         562,769   

General Growth Properties, Inc.

     61,715         868,947   

HCP, Inc.

     41,269         1,595,047   

Health Care REIT, Inc.

     19,094         957,946   

Host Hotels & Resorts, Inc.

     71,549         1,012,418   

Kimco Realty Corp.

     41,237         650,307   

Liberty Property Trust

     11,713         349,165   

The Macerich Co.

     13,366         669,637   

ProLogis

     46,508         1,293,853   

Public Storage

     14,353         1,893,161   

Regency Centers Corp.

     9,137         339,531   

Simon Property Group, Inc.

     16,308         2,027,737   

SL Green Realty Corp.

     8,660         570,174   

UDR, Inc.

     22,198         521,653   

Ventas, Inc.

     29,173         1,539,167   

Vornado Realty Trust

     18,687         1,391,247   

Weingarten Realty Investors

     12,272         253,908   
     

 

 

 
        24,321,965   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $50,622,454)

        50,233,400   
     

 

 

 

TOTAL INVESTMENTS (99.63%)
(Cost $50,622,454)

        50,233,400   

NET OTHER ASSETS AND LIABILITIES (0.37%)

        184,620   
     

 

 

 

NET ASSETS (100.00%)

      $ 50,418,020   
     

 

 

 

*   Non-income producing security.

     

 

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Common Abbreviations:

 

AB -

Aktiebolag is the Swedish equivalent of the term corporation.

 

AG -

Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

 

Ltd. -

Limited.

 

N.V. -

Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

 

Plc -

Public Limited Co.

 

REIT -

Real Estate Investment Trust.

 

SA -

Generally designated corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.

 

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ASSETS:

                                

Investments, at value

   $ 50,233,400   

Cash

     112,895   

Foreign currency, at value (Cost $12,703)

     12,801   

Receivable for investments sold

     246   

Foreign tax reclaims

     7,350   

Interest and dividends receivable

     74,540   

Total Assets

     50,441,232   

LIABILITIES:

  

Payable for investments purchased

     422   

Payable to advisor

     22,790   

Total Liabilities

     23,212   

NET ASSETS

   $ 50,418,020   
          

NET ASSETS CONSIST OF:

  

Paid-in capital

   $ 54,842,555   

Overdistributed net investment income

     (728,017

Accumulated net realized loss on investments and foreign currency transactions

     (3,307,003

Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies

     (389,515

NET ASSETS

   $ 50,418,020   
          

INVESTMENTS, AT COST

   $ 50,622,454   

PRICING OF SHARES

  

Net Assets

   $ 50,418,020   

Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)

     1,550,000   

Net Asset Value, offering and redemption price per share

   $ 32.53   

 

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      For the Period
January 1, 2011 to
November 30, 2011(a)
   

For the

Year Ended
December 31, 2010

 

INVESTMENT INCOME:

    

Dividends(b)

   $ 1,697,951      $ 1,244,995   

Total Investment Income

     1,697,951        1,244,995   

EXPENSES:

    

Investment advisory fee

     261,699        140,275   

Total Net Expenses

     261,699        140,275   

NET INVESTMENT INCOME

     1,436,252        1,104,720   

Net realized gain/(loss) on investments

     777,361        (962,358

Net realized gain/(loss) on foreign currency transactions

     (5,226     729   

Net change in unrealized appreciation/(depreciation) on investments

     (5,846,321     5,068,972   

Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities denominated in foreign currencies

     (1,971     1,768   

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

     (5,076,157     4,109,111   

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ (3,639,905   $ 5,213,831   
                  

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Net of foreign withholding tax of $77,454 and $33,498, respectively.

 

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For the Period
January 1, 2011 to
November 30,
2011(a)
  
  
  
  
   
 
 
 
For the Year
Ended
December 31,
2010
  
  
  
  
   
 
 
 
For the Year
Ended
December 31,
2009
  
  
  
  

OPERATIONS:

      

Net investment income

   $ 1,436,252      $ 1,104,720      $ 212,230   

Net realized gain/(loss) on investments and foreign currency transactions

     772,135        (961,629     (1,175,772

Net change in unrealized appreciation/(depreciation) on investments and foreign currency

     (5,848,292     5,070,740        2,832,094   

Net increase/(decrease) in net assets resulting from operations

     (3,639,905     5,213,831        1,868,552   

DISTRIBUTIONS TO SHAREHOLDERS:

      

From net investment income

     (1,593,186     (1,865,795     (504,174

Total distributions

     (1,593,186     (1,865,795     (504,174

SHARE TRANSACTIONS:

      

Proceeds from sale of shares

     19,906,094        26,743,914        6,176,164   

Cost of shares redeemed

     (6,881,318     (68,866       

Net increase from share transactions

     13,024,776        26,675,048        6,176,164   

Net increase in net assets

     7,791,685        30,023,084        7,540,542   

NET ASSETS:

      

Beginning of year

     42,626,335        12,603,251        5,062,709   

End of period*

   $ 50,418,020      $ 42,626,335      $ 12,603,251   
                          

*Including overdistributed net investment income of:

   $ (728,017   $ (1,044,296   $ (294,951

Other Information:

      

SHARE TRANSACTIONS:

      

Beginning shares

     1,200,000        402,000        202,000   

Shares sold

     550,000        800,000        200,000   

Shares redeemed

     (200,000     (2,000       

Shares outstanding, end of period

     1,550,000        1,200,000        402,000   
                          

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

 

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NET ASSET VALUE, BEGINNING OF PERIOD

   

INCOME/(LOSS) FROM OPERATIONS:

 

Net investment income

 

Net realized and unrealized gain/(loss) on investments

   

Total from Investment Operations

   

LESS DISTRIBUTIONS:

 

From net investment income

   

Total Distributions

   

NET INCREASE/(DECREASE) IN NET ASSET VALUE

   

NET ASSET VALUE, END OF PERIOD

 
     

TOTAL RETURN(c)

 

RATIOS/ SUPPLEMENTAL DATA:

 

Net assets, end of period (in 000s)

 

RATIOS TO AVERAGE NET ASSETS:

 

Net investment income including reimbursement/waiver

 

Operating expenses including reimbursement/waiver

 

Operating expenses excluding reimbursement/waiver

 

PORTFOLIO TURNOVER RATE(e)

 

 

 

 

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Calculated using average shares outstanding.

(c) 

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d) 

Annualized.

(e) 

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

 

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For the Period
January 1, 2011 to
November 30, 2011(a)
  
  
  
   
 
 
For the Year
Ended
December 31, 2010
  
  
  
   
 
 
For the Year
Ended
December 31, 2009
  
  
  
   
 
 
 
For the Period
May 7, 2008
(Inception) through
December 31, 2008
  
  
  
  
$ 35.52      $ 31.35      $ 25.06      $ 50.00   
               
  0.97 (b)      1.43 (b)      0.98        0.47   
  (2.87     4.68        7.00        (24.92
  (1.90     6.11        7.98        (24.45
               
  (1.09     (1.94     (1.69     (0.49
  (1.09     (1.94     (1.69     (0.49
  (2.99     4.17        6.29        (24.94
$ 32.53      $ 35.52      $ 31.35      $ 25.06   
                             
  (5.53 )%      19.91     32.51     (48.90 )% 
               
$ 50,418      $ 42,626      $ 12,603      $ 5,063   
               
  3.02 %(d)      4.33     3.24     3.49 %(d) 
  0.55 %(d)      0.55     0.55     0.55 %(d) 
  0.55 %(d)      0.55     0.55     0.55 %(d) 
  15%        14     18     18

 

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1. ORGANIZATION

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2011, the Trust consists of seven separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the Cohen & Steers Global Realty Majors ETF (the “Fund”), which commenced operations on May 7, 2008. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Cohen & Steers Global Realty Majors Index.

The Fund’s Shares (“Shares”) are listed on the New York Stock Exchange (“NYSE”) Arca. The Fund issues and redeems Shares at Net Asset Value (“NAV”) in blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

A. Portfolio Valuation

The Fund’s NAV is determined daily, as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. The NAV is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.

Portfolio securities listed on any exchange other than the National Association of Securities Dealer Automated Quotation (“NASDAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.

 

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The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees (the “Board”). When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Fund may be valued in good faith by or under the direction of the Board. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; a security whose market price is not available from a pre-established primary pricing source or the pricing source is not willing to provide a price; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; or a security whose price, as provided by the pricing service, does not reflect the security’s “fair value” due to the security being de-listed from a national exchange or the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open. As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

B. Foreign Currency Translation and Foreign Investments

The Fund invests in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. corporations.

Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

The accounting records of the Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Amounts related to the purchases and sales of securities and investment income are translated into U.S.

 

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dollars at the prevailing exchange rate on the respective dates of transactions. The effects of changes in foreign currency exchange rates on portfolio investments are included in the net realized and unrealized gains and losses on investments. Net gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

C. Securities Transactions and Investment Income

Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis.

D. Federal Tax Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the period ended November 30, 2011, permanent book and tax differences resulting primarily from differing treatment of foreign currency and in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:

 

Undistributed Net

Investment Income

  

Accumulated Net

Realized loss

   Paid-in Capital

$473,213

  

$(1,697,434)      

  

$1,224,221      

Net investment income and net realized (loss), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

Under the Regulated Investment Company Modernization Act of 2010 (“the Modernization Act”), net capital losses recognized in tax years beginning after December 22, 2010 may be carried forward indefinitely, and the character of the losses is retained as short-term and/or long-term. Under the law in effect prior to the Modernization Act, net capital losses were carried forward for eight years and treated as short-term. As a transition rule, the Modernization Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law.

 

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At November 30, 2011, the Fund had available for tax purposes unused pre-enactment capital loss carryforwards as follows:

 

Year of Expiration

    

2016

   2017    2018    Total
$176,692    $809,982    $187,815    $1,174,489

At November 30, 2011, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:

 

    ST    LT     
  $328,726    $500,425   

E. Dividends and Distributions to Shareholders

Dividends from net investment income of the Fund, if any, are declared and paid quarterly or as the Board of Trustees may determine from time to time. Distributions of net realized capital gains earned by the Fund, if any, are distributed at least annually.

Distributions from net investment income and capital gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.

The tax character of the distributions paid was as follows:

 

      
 
For the Period Ended
November 30, 2011
  
  
    
 
For the Year Ended
December 31, 2010
  
  

Distributions paid from:

     

Ordinary income

     $  1,593,186         $  1,865,795   

Total

     $  1,593,186         $  1,865,795   

 

 

As of November 30, 2011, the components of distributable earnings on a tax basis for the Fund were as follows:

 

Undistributed net investment income

   $ 145,438   

Accumulated net realized loss on investments
and foreign currency transactions

     (2,003,640)   

Net unrealized depreciation on investments and translation
of assets and liabilities denominated in foreign currencies

     (2,566,425)   

Other Cumulative Effect of Timing Differences

     92   

Total

   $ (4,424,535)   

 

 

The differences between book-basis and tax-basis are primarily due to deferral of losses from wash sales and the differing treatment of certain other investments.

 

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F. Income Taxes

No provision for income taxes is included in the accompanying financial statements, as the Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.

The Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

Management of the Fund analyzes all open tax years, as defined by the Statute of Limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the fiscal year ended November 30, 2011, the Fund did not have a liability for any unrecognized tax benefits. The Fund will file income tax returns in the U.S. federal jurisdiction and Colorado. For the years ended December 31, 2008 through November 30, 2011, the Fund’s returns are still open to examination by the appropriate taxing authority.

G. Fair Value Measurements

The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

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Level 1 -

 

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 -

 

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

Level 3 -

 

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

Investments in Securities at Value*    Level 1-
Unadjusted
Quoted Prices
     Level 2-
Other
Significant
Observable
Inputs
     Level 3-
Significant
Unobservable
Inputs
     Total  

Common Stocks

   $ 50,233,400       $       $       $ 50,233,400   

TOTAL

   $ 50,233,400       $       $       $ 50,233,400   
                                     

* For a detailed geographical breakdown, see the accompanying Schedule of Investments.

For the period ended November 30, 2011, the Fund did not have any significant transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. INVESTMENT ADVISORY FEE AND

  OTHER AFFILIATED TRANSACTIONS

 

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Fund’s investment adviser pursuant to an Advisory Agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.55% of the Fund’s average daily net assets. From time to time, the Investment Adviser may waive all or a portion of its fee.

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of the Fund, including the fees of the Sub-Adviser, the licensing fee of the Index provider, and the cost of transfer agency, custody, fund administration, legal, audit and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, the Investment Adviser’s unitary management fee is designed to compensate the Investment Adviser for providing services for the Fund.

 

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Prior to June 30, 2011 Mellon Capital Management Corporation acted as the Fund’s sub-adviser pursuant to a sub-advisory agreement with the Investment Adviser. According to this agreement, the Investment Adviser paid the sub-adviser on a monthly basis, an annual rate of 0.10% of the Fund’s average daily net assets subject to an annual minimum of $125,000. Effective July 1, 2011, the sub-advisory agreement was terminated and all responsibilities were assumed by the Investment Adviser.

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of the Fund.

The Bank of New York Mellon is the custodian, fund accounting agent and transfer agent for the Fund.

Each Trustee who is not an officer or employee of the Investment Adviser, any subadviser or any of their affiliates (“Independent Trustees”) is paid a quarterly retainer of $3,500, $1,500 for each regularly scheduled Board meeting attended and $750 for each special meeting held outside of regularly scheduled meetings.

4. PURCHASES AND SALES OF SECURITIES

 

For the period ended November 30, 2011, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:

 

Purchases    Sales

$10,773,078

   $7,832,726

For the period ended November 30, 2011, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Purchases    Sales

$14,925,064

   $4,808,797

Gains on in-kind transactions are not considered taxable for federal income tax purposes.

 

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As of November 30, 2011, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

Gross Appreciation (excess of value over tax cost)

   $ 2,737,032   

Gross Depreciation (excess of tax cost over value)

     (5,302,996

Gross Depreciation of foreign currency and other derivatives

     (461

Net unrealized depreciation

   $ (2,566,425
          

Cost of investment for income tax purposes

   $ 52,799,364   
          

5. CAPITAL SHARE TRANSACTIONS

 

Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000 shares. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the Fund. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per unit of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances.

6. INDEMNIFICATIONS

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No.2011-04 amends FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No.2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.

 

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PROXY VOTING POLICIES AND PROCEDURES

 

A description of the Fund’s proxy voting policies and procedures used in determining how to vote for proxies and information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30th is available without charge, (1) on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov; (2) upon request, by calling 1-866-513-5856; and (3) on the Trust’s website located at http://www.alpsfunds.com.

PORTFOLIO HOLDINGS

 

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q will be available (1) on the SEC’s website at http://www.sec.gov; (2) by calling 1-866- 513-5856; (3) on the Trust’s website located at http://www.alpsfunds.com; and (4) for review and copying at the SEC’s Public Reference Room (“PRR”) in Washington D.C. Information regarding the operation of the PRR may be obtained by calling 1-800-732-0330.

Shareholder Meeting

 

A Special Meeting of the Shareholders was held on October 14, 2011 for the purpose of voting on a proposal to approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc. The proposal passed and the results are noted below.

Proposal 1: To approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc.:

 

Number of Votes
Record Date Votes    Affirmative    Against    Abstain    Uninstructed

922,428.975

   786,612.124    15,975.000    18,032.851    101,809.000

 

Percentages of Total Outstanding    Percentages of Voted
Affirmative    Against    Abstain    Uninstructed    Affirmative    Against    Abstain    Uninstructed

49.163%

   0.998%    1.128%    6.363%    85.276%    1.732%    1.955%    11.037%

 

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INDEPENDENT TRUSTEES

 

Name, Address

and Age of

Management

Trustee*

  

Position(s)

Held

with Trust

     Term of Office and Length of Time Served**   

Principal Occupation(s)

During Past 5 Years

   Number of

Portfolios

in Fund Com-

plex Overseen

by Trustees***

 

Other

Directorships

Held by Trustees

Mary K. Anstine,

age 71

  

Trustee

     Since March 2008   

Ms. Anstine was President/ Chief Executive Officer of HealthONE Alliance, Denver, Colorado, and former Executive Vice President of First Interstate Bank of Denver. Ms. Anstine is also Trustee/ Director of the following: AV Hunter Trust; Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers Association Trust Executive Committee.

   21  

Ms. Anstine is a Trustee of Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (17 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

Jeremy W. Deems,

age 35

  

Trustee

     Since March 2008   

Mr. Deems is the Co-Founder, Chief Compliance Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.

   21  

Mr. Deems is a Trustee of Financial Investors Trust (17 funds); Financial Investors Variable Insurance Trust (5 funds); and Reaves Utility Income Fund.

 

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INDEPENDENT TRUSTEES Continued

 

Name, Address

and Age of

Management

Trustee*

  

Position(s)

Held

with Trust

    

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

   Number of

Portfolios

in Fund Com-

plex Overseen

by Trustees***

 

Other

Directorships

Held by Trustees

Rick A. Pederson,

age 59

  

Trustee

     Since March 2008   

President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Partner, Western Capital Partners (a prime lending company), 2000 - present; Partner, Bow River Capital Partners (investment manager), 2003 - present; Principal, The Pauls Corporation (real estate development), 2008 - present; Director, Guaranty Bank and Trust (a community bank), 1999 – 2007; Winter Park Recreational Association (an entity that operates, maintains and develops Winter Park Resort), 2002 – 2008; Neenan Co. (an integrated real estate development, architecture and construction company), 2002 – present; NexCore Properties LLC (a real estate investment company), 2004 – present; Urban Land Conservancy (a not-for-profit organization), 2004 – present.

   7  

Mr. Pederson is Trustee of Westcore Trust (12 funds)

 

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

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INTERESTED TRUSTEE***

 

Name, Address

and Age of Management

Trustee*

  

Position(s)

Held

with Trust

    

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

   Number of

Portfolios

in Fund Com-

plex Overseen

by Trustees****

 

Other

Directorships

Held by Trustees

Thomas A. Carter,

age 45

  

Trustee and President

    

Since March

2008

  

Mr. Carter joined ALPS Fund Services, Inc. (“ALPS”) in 1994 and is currently President and Director of ALPS Advisors, Inc. (“AAI”), ALPS Distributors, Inc. (“ADI”) and FTAM Funds Distributor, Inc. (“FDI”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, FDI and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.

   12  

Mr. Carter is a Trustee of Financial Investors Variable Insurance Trust (5 funds)

 

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

Mr. Carter is an interested person of the Trust because of his affiliation with ALPS.

****

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

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OFFICERS

 

Name, Address

and Age of

Executive Officer*

  

Position(s)

Held

with Trust

  

Length

of Time

Served**

   Principal Occupation(s) During Past 5 Years

Melanie Zimdars,

age 35

   Chief Compliance Officer (“CCO”)    Since December 2009   

Ms. Zimdars currently serves as a Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. From 2001 until joining Wasatch in 2005, she was a Compliance Officer for U.S. Bancorp Fund Services, LLC. Because of her position with ALPS, Ms. Zimdars is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Zimdars is also the CCO of Financial Investors Variable Insurance Trust, Liberty All-Star Growth Fund, Inc. and Liberty All-Star Equity Fund.

Kimberly R. Storms,

age 39

   Treasurer    Since March 2008   

Ms. Storms is Director of Fund Administration and Senior Vice President of ALPS. Ms. Storms joined ALPS in 1998 as Assistant Controller. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Storms is also Assistant Treasurer of the Liberty All-Star Equity Fund, Liberty All-Star Growth Fund and Financial Investors Trust; and Assistant Secretary of Ameristock Mutual Fund, Inc.

William Parmentier,

age 59

   Vice President    Since March 2008   

Mr. Parmentier is Chief Investment Officer, ALPS Advisors, Inc. (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc.

Tané T. Tyler,

age 47

   Secretary    Since December 2008   

Ms.Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms.Tyler joined ALPS in 2004. She served as Secretary, Reaves Utility Income Fund from December 2004–2007; Secretary, Westcore Funds from February 2005–2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004–December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003. Ms. Tyler also serves as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund.

 

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OFFICERS Continued

 

Name, Address

and Age of

Executive Officer*

  

Position(s)

Held

with Trust

  

Length

of Time

Served**

   Principal Occupation(s) During Past 5 Years

Monette R. Nickels,

age 40

   Tax Officer    Since December 2009   

Ms. Nickels is Senior Vice President and Director of Tax Administration of ALPS. Ms. Nickels joined ALPS in 2004 as Director of Tax Administration. Because of her position with ALPS, Ms. Nickels is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Nickels is also Tax Officer of Financial Investors Trust, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., and Financial Investors Variable Insurance Trust.

 

*

The business address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his successor is elected.

 

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Investment Advisory Agreement

At an in-person meeting held on July 26, 2011, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), evaluated a proposal to approve a new Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and ALPS Advisors, Inc. (the “Investment Adviser”) with respect to Cohen & Steers Global Realty Majors ETF (the “Fund”).

Consideration by the Board of this new Advisory Agreement was necessary because ALPS Holdings, Inc. (“ALPS Holdings”), parent company to the Investment Adviser, had agreed to be acquired by DST Systems, Inc. (“DST”) (the “Transaction”). Because ALPS Holdings would be acquired by DST, the Investment Adviser would thereby undergo a change in control, which would be deemed to be an “assignment” of the existing investment advisory agreement under the 1940 Act. As required by the 1940 Act, the existing investment advisory agreement provided for its automatic termination in the event of an assignment, and would therefore terminate upon the closing of the Transaction. In order for the Investment Adviser to continue as the Fund’s investment adviser, the Board and the Fund’s shareholders would have to approve a new Advisory Agreement with the Investment Adviser, which would take effect upon the closing of the Transaction.

In evaluating the new Advisory Agreement, the Board did not identify any single factor as all-important or controlling. The following summary does not identify all the matters considered by the Board, but includes the principal matters it considered. The Board considered whether the new Advisory Agreement would be in the best interests of the Fund and its shareholders, based on: (i) the nature, extent and quality of the services to be provided by the Investment Adviser under the Advisory Agreement; (ii) the investment performance of the Fund; (iii) the expenses borne by the Fund under the unitary fee arrangement of the Advisory Agreement; (iv) the estimated profitability of the Investment Adviser and its affiliates from their relationship with the Fund; (v) potential fall-out benefits to the Investment Adviser from its relationship with the Fund; and (vi) other general information about the Investment Adviser and its affiliates. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services to be Provided

The Board considered the nature, extent and quality of the services to be provided by the Investment Adviser, including the portfolio management services to be provided, in light of the investment objective of the Fund. The Board considered that, following the Transaction, the Fund would be managed by senior personnel at the Investment Adviser. In that regard, the Board considered the history of care and conscientiousness in supervising the management of the Fund provided by such personnel. The Board considered the background and capabilities of such personnel in connection with the advisory services that they would provide to the Fund following

 

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the Transaction. The Board also considered the compliance records of the Investment Adviser. The Board considered representations from DST that it intended to retain all key management and personnel of ALPS Holdings and the Investment Adviser, and that DST did not anticipate that the Investment Adviser would undergo any changes to its structure, business strategy or services as a result of the Transaction. The Board also considered the Investment Adviser’s representation that the manner in which the Fund’s assets would be managed would not change as a result of the Transaction. Finally, the Board also considered its and the Fund’s association with the current personnel employed by the Investment Adviser.

The Board concluded that the nature, extent and quality of the services to be provided by the Investment Adviser to the Fund were appropriate and consistent with the terms of the new Advisory Agreement, and that the Fund was likely to benefit from services provided under its new Advisory Agreement. The Board also concluded that the quality of the services to be provided by the senior advisory personnel employed by the Investment Adviser was expected to be consistent with or superior to quality norms in the industry, and that the Investment Adviser would have sufficient personnel, with the appropriate education and experience, to serve the Fund effectively. The Board also concluded that the Investment Adviser had demonstrated a continuing ability to attract and retain well-qualified personnel (and noted the Investment Adviser’s representations that no changes were anticipated with respect to the Investment Adviser’s compensation and incentive programs), and that the structure of the Investment Adviser’s operations was sufficient to retain and properly motivate the Fund’s current senior advisory personnel. Finally, the Board concluded that the financial condition of DST, ALPS Holdings and the Investment Adviser was sound.

Investment Performance

The Board also reviewed investment performance information of the Fund and its benchmark index. The Board evaluated the correlation and tracking error between the underlying index and the Fund.

Costs of the Services to be Provided to the Fund

The Board reviewed the fees to be paid by the Fund to the Investment Adviser, noting that the rate of fees to be paid under the new Advisory Agreement was the same fee rate the Fund currently paid. The Board noted that the advisory fee paid to the Investment Adviser by the Fund was a unitary fee pursuant to which the Investment Adviser assumes all expenses of the Fund (including the cost of transfer agency, custody, advisory, fund administration, legal, audit and other services) other than the payments under the new Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Board considered the Investment Adviser’s representation that it did not intend to raise any of its advisory or administration fees paid by the Fund for at least two years following the Transaction. The Board reviewed comparative fee information of the Fund’s advisory contracts, including information about the rates of compensation paid to investment advisers,

 

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and overall expense ratios, for funds comparable in size, character and investment strategy to the Fund. The Board considered the fact that the Fund’s fees were generally comparable to the fees charged to similar funds. The Board concluded that the management fees payable by the Fund to the Investment Adviser were reasonable in relation to the nature and quality of the services expected to be provided, taking into account the fees charged by other advisers for managing comparable funds with similar strategies.

Projected Profitability and Costs of Services to the Investment Adviser and Potential “Fall-Out” Benefits

The Board reviewed reports of the financial position of the Investment Adviser. The Board considered the projected profitability of ALPS Holdings’ overall relationship with the Fund, which included fees payable to the Investment Adviser for advisory services. The Board noted that since the Fund was subject to a unitary fee arrangement with the Investment Adviser pursuant to the new Advisory Agreement, there were no other fees payable to other ALPS Holdings affiliates for non-advisory services, and concluded that the projected profitability of ALPS Holdings was reasonable in relation to the services to be provided and to the costs of providing services to the Fund.

The Board also considered any potential “fall-out” benefits that the Investment Adviser might receive because of its relationship with the Fund and concluded that the advisory fees were reasonable taking into account any such benefits. The Board acknowledged the Investment Adviser’s well-established stand-alone management relationships independent of the Fund and the regulatory and entrepreneurial risks each assumed in connection with the management of the Fund.

Economies of Scale

The Board reviewed the Fund’s assets under management, and noted that because of the Fund’s unitary fee arrangement, consideration of economies of scale was not a relevant factor to the Fund.

Conclusion

Based on its evaluation, the Board unanimously concluded that the terms of the new Advisory Agreement were reasonable, fair and in the best interests of the Fund and its shareholders. The Board believed that the new Advisory Agreement would enable the Fund to continue to enjoy the high-quality investment management services it had received in the past from the Investment Adviser, at a fee rate identical to the present rate, which the Board deemed appropriate, reasonable and in the best interests of the Fund and its shareholders.

 

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ALPS Equal Sector Weight ETF

 

            PAGE  

Table of Contents

    

Shareholder Letter

     2   
    

 

Performance Overview

  

 

 

 

3

 

  

    

Disclosure of Fund Expenses

     6   
    

Report of Independent Registered Public Accounting Firm

     7   
    

Statement of Investments

     8   
    

Statement of Assets and Liabilities

     9   
    

Statements of Operations

     10   
    

Statements of Changes in Net Assets

     12   
    

Financial Highlights

     14   
    

Notes to Financial Statements

     16   
    

Additional Information

     23   
    

Board Considerations Regarding Approval of Investment Advisory Agreement

     24   
    

Trustees & Officers

     27   

 

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Dear Shareholders:

When ALPS launched its ETF(1) Trust in 2008 our goal was to bring innovative solutions to the ETF industry that provide investors with access to a unique market segment or strategy. With the launch of EQL in July of 2009 we fulfilled that promise by bringing to market the world’s first ETF that provides access to an Equal Sector Strategy.

Sectors are one of the most important drivers of risk and return. An equal sector strategy can minimize the negative impact that any one sector can have on a portfolio. At the same time by offering meaningful exposure to each sector of the market, it allows investors the ability to participate in market rallies regardless of where they occur. We believe the consistency of the historical returns delivered by an equal sector strategy combined with the transparency(2), liquidity(3) and low fees of the ETF structure make EQL a viable alternative for US large-cap investing.

In the pages that follow our Fund managers have provided a performance overview.

We thank you for your investment and for being a EQL shareholder.

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Thomas A. Carter*

President, ALPS ETF Trust

 

*

Registered representative of ALPS Distributors, Inc.

(1) 

Exchange Traded Fund (“ETF”).

(2)

ETFs are considered transparent because their portfolio holdings are disclosed daily.

(3)

ETFs are considered to have continuous liquidity because they allow for an individual to trade throughout the day.

Ordinary brokerage commissions apply.

 

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Performance Overview
November 30, 2011 (Unaudited)

 

INVESTMENT OBJECTIVE

 

The Fund seeks investment results that replicate as closely as possible, before fees and expenses, the performance of the Banc of America Securities – Merrill Lynch Equal Sector Weight Index (the “Underlying Index”). The Fund’s investment objective is not fundamental and may be changed by the Board of Trustees without shareholder approval.

PRIMARY INVESTMENT STRATEGIES

 

The Adviser will seek to match the performance of the Underlying Index. The Underlying Index is an index of indexes comprised in equal proportions of the nine Select Sector SPDR Indexes (“The Underlying Sector Indexes”). In order to track the securities in the Underlying Index, the Fund will use a “fund of funds” approach, and seek to achieve its investment objective by investing at least 90% of its total assets in the shares of Select Sector SPDR exchange-traded funds (each, an “Underlying Sector ETF” and collectively the “Underlying Sector ETFs”) that track the Underlying Sector indexes of which the Underlying Index is comprised.

PERFORMANCE OVERVIEW

 

For the period ended November, 2011 the Fund generated a total return of 1.67%, outperforming the Fund’s benchmark as well as the S&P 500 which returned 1.08% over the same time period. While the overall market ended close to where it began, there was a great deal of volatility in between. All nine sectors of the S&P 500 lost money in the 3rd quarter of the year and all nine sectors had positive returns in the two month period ending November 30, 2011. There was also a wide variation in sector performance, with the defensive sectors leading the way. Utilities (15.52%), Consumer Staples (11.01%) and Healthcare (9.15%) were the top three performing sectors. Financials were the worst performing sector (-18.61%) followed by the more expansionary sectors Materials (-9.00%) and Industrials (-1.55%).

Compared to the S&P 500 the fund benefited from its relative overweight in the Utilities and Consumer Staples sectors and its underweight in the Financial and Technology sectors. The Fund was negatively impacted by its overweight in Materials which was the 2nd worst performing sector in the S&P 500. Overall, the Fund’s sector weights relative to the S&P 500 resulted in positive out-performance above the index in 5 of the 9 sectors.

 

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PERFORMANCE as of November 30, 2011

 

     1 Month   1 Year   YTD   Since
Inception
Annualized*

 

ALPS Equal Sector Weight ETF

        

 

NAV (Net Asset Value)

   0.00%   8.38%   1.67%   17.63%

 

Market Price**

   -0.03%   8.38%   1.67%   17.72%

 

Banc of America Securities Merrill Lynch Equal Sector Weight Index

   -0.17%   6.60%   0.16%   15.67%

 

S&P 500 Total Return Index

   -0.22%   7.83%   1.08%   17.00%

 

Total Expense Ratio (per the current Prospectus)

   0.54%      

Performance data quoted represents past performance. Past performance does not guarantee future results. Current performance may be higher or lower than actual data quoted. Call 1.866.675.2639 or visit www.alpsfunds.com for current month end performance. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

 

*

The Fund commenced Investment Operations on July 06, 2009 with an Inception Date, the first day of trading on the Exchange, of July 7, 2009.

 

**

Market Price is based on the midpoint of the bid/ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

Banc of America Securities Merrill Lynch Equal Sector Weight Index: a U.S. equity index comprised, in equal weights, of nine sub-indices, and is a price-return index.

S&P 500 Index: the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.

An investor cannot invest directly in an index.

The following table shows the sector weights of both the Fund and the S&P 500 as of November 30, 2011:

SECTOR WEIGHTING COMPARISON as of November 30, 2011

 

     EQL        S&P 500   

 

 

Energy (XLE)

     11.4     12.5

 

 

Industrials (XLI)

     11.4        10.7   

 

 

Utilities (XLU)

     11.2        3.7   

 

 

Consumer Staples (XLP)

     11.2        11.4   

 

 

Consumer Discretionary (XLY)

     11.1        10.6   

 

 

Technology (XLK)

     11.1        22.5   

 

 

Healthcare (XLV)

     11.1        11.6   

 

 

Materials (XLB)

     10.8        3.6   

 

 

Financials (XLF)

     10.7        13.4   

 

 

Source: S&P 500.

 

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Performance Overview
November 30, 2011 (Unaudited)

 

SECTOR ALLOCATION as of November 30, 2011

 

 

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GROWTH OF $10,000 as of November 30, 2011

 

 

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The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the life of the Fund. Performance calculations are as of the end of each month. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

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Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2011 and held through the period ended November 30, 2011.

Actual Return: The first line of the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

Hypothetical 5% Return: The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect any transaction costs, such as creation and redemption fees, or brokerage charges. Therefore, the second table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your costs would have been higher.

 

     

Beginning

Account

Value

7/01/11

  

Ending

Account Value

11/30/11

  

Expense

Ratio

  

Expenses Paid

During the

Period

7/01/11-

11/30/11

Actual

   $1,000.00    $953.10    0.34%    $1.39 (a)

Hypothetical

(5% return before expenses)

   $1,000.00    $1,023.49    0.34%    $1.73  (b)

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30. Actual expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal year (153), then divided by 365.

(b) 

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184), then divided by 365.

 

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Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees and Shareholders of ALPS ETF Trust:

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of ALPS Equal Sector Weight ETF, one of the funds constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2011, and the related statements of operations for the period ended November 30, 2011 and the year ended December 31, 2010, and the statement of changes in net assets and the financial highlights for the period ended November 30, 2011, the year ended December 31, 2010, and the period July 7, 2009 (inception) to December 31, 2009. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ALPS Equal Sector Weight ETF of the ALPS ETF Trust as of November 30, 2011, the results of its operations for the period ended November 30, 2011 and the year ended December 31, 2010, and changes in its net assets and the financial highlights for the period ended November 30, 2011, the year ended December 31, 2010, and the period July 7, 2009 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2012

 

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Security Description    Shares      Value  

EXCHANGE TRADED FUNDS (99.98%)

     

Consumer Discretionary (11.09%)

     

Consumer Discretionary Select Sector SPDR Fund

     177,783       $ 6,887,313   
     

 

 

 

Consumer Staples (11.17%)

     

Consumer Staples Select Sector SPDR Fund

     217,430         6,936,017   
     

 

 

 

Energy (11.41%)

     

Energy Select Sector SPDR Fund

     99,980         7,081,583   
     

 

 

 

Financials (10.72%)

     

Financial Select Sector SPDR Fund

     519,569         6,655,679   
     

 

 

 

Healthcare (11.08%)

     

Health Care Select Sector SPDR Fund

     203,140         6,880,352   
     

 

 

 

Industrials (11.46%)

     

Industrial Select Sector SPDR Fund

     210,011         7,117,273   
     

 

 

 

Materials (10.80%)

     

Materials Select Sector SPDR Fund

     194,198         6,703,715   
     

 

 

 

Technology (11.06%)

     

Technology Select Sector SPDR Fund

     268,521         6,868,767   
     

 

 

 

Utilities (11.19%)

     

Utilities Select Sector SPDR Fund

     197,398         6,950,384   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS

(Cost $59,452,702)

        62,081,083   
     

 

 

 

    

     

TOTAL INVESTMENTS (99.98%)

(Cost $59,452,702)

        62,081,083   

NET OTHER ASSETS AND LIABILITIES (0.02%)

        10,339   
     

 

 

 

    

     

NET ASSETS (100.00%)

      $ 62,091,422   
     

 

 

 

Common Abbreviations:

SPDR - Standard & Poor’s Depositary Receipts

See Notes to Financial Statements.

 

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Statement of Assets and Liabilities
November 30, 2011

 

 

 

ASSETS:

  

Investments, at value

   $ 62,081,083   

Cash

     27,851   

Receivable for investments sold

     5,322,085   

 

 

Total Assets

     67,431,019   

 

 

LIABILITIES:

  

Payable for shares redeemed

     5,322,122   

Payable to advisor

     17,475   

 

 

Total Liabilities

     5,339,597   

 

 

NET ASSETS

   $ 62,091,422   

 

 

    

  

NET ASSETS CONSIST OF:

  

Paid-in capital

   $ 59,575,055   

Undistributed net investment income

     9,526   

Accumulated net realized loss on investments

     (121,540)   

Net unrealized appreciation on investments

     2,628,381   

 

 

NET ASSETS

   $ 62,091,422   

 

 

    

  

INVESTMENTS, AT COST

   $ 59,452,702   

    

  

PRICING OF SHARES

  

Net Assets

   $ 62,091,422   

Shares of beneficial interest outstanding
(Unlimited number of shares authorized, par value $0.01 per share)

     1,750,000   

Net Asset Value, offering and redemption price per share

   $ 35.48   

See Notes to Financial Statements.

 

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     For the Period
January 1, 2011 to
November 30, 2011(a)
    

For the

Year Ended

December 31, 2010

 

    

     

INVESTMENT INCOME:

     

Dividends

   $ 833,225           $ 879,055       

 

 

Total Investment Income

     833,225             879,055       

 

 

EXPENSES:

     

Investment advisory fee

     194,193             131,355       

 

 

Total expenses before reimbursement

     194,193             131,355       

 

 

Expenses reimbursed/waived by: Investment advisor

     (15,745)             (10,650)       

 

 

NET EXPENSES

     178,448             120,705       

 

 

NET INVESTMENT INCOME

     654,777             758,350       

 

 

Net realized gain on investments

     4,757,896             298,723       

Net change in unrealized appreciation /(depreciation) on investments

     (4,697,555)             5,854,347       

 

 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

     60,341             6,153,070       

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 715,118           $ 6,911,420       

 

 

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

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For the Period
January 1, 2011 to
November 30, 2011(a)

 

OPERATIONS:

  

Net investment income

   $ 654,777   

Net realized gain on investments

     4,757,896   

Net change in unrealized appreciation/(depreciation) on investments

     (4,697,555)   

 

 

Net increase in net assets resulting from operations

     715,118   

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

  

From net investment income

     (695,943)   

From net realized gains on investments

       

 

 

Total distributions

     (695,943)   

 

 

SHARE TRANSACTIONS:

  

Proceeds from sale of shares

     36,054,358   

Cost of shares redeemed

     (26,993,801)   

 

 

Net increase from share transactions

     9,060,557   

 

 

Net increase in net assets

     9,079,732   

 

 

    

  

NET ASSETS:

  

Beginning of period

     53,011,690   

 

 

End of period*

   $ 62,091,422   

 

 

*   Including undistributed net investment income of:

   $ 9,526   

    

  

OTHER INFORMATION:

  

SHARE TRANSACTIONS:

  

Beginning shares

     1,500,000   

Shares sold

     1,000,000   

Shares redeemed

     (750,000)   

 

 

Shares outstanding, end of period

     1,750,000   

 

 

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

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Statements of Changes in Net Assets

 

For the

Year Ended

December 31, 2010

    

For the Period Ended

July 7, 2009

(Inception) through

December 31, 2009

     
              
$ 758,350       $ 124,209     
  298,723         9,220     
  5,854,347         1,471,589     

 

 

  6,911,420         1,605,018     

 

 

              
              
  (758,546)         (124,168  
          (3,593  

 

 

  (758,546)         (127,761  

 

 

              
              
  34,389,889         12,530,970     
  (1,539,300)             

 

 

  32,850,589         12,530,970     

 

 

  39,003,463         14,008,227     

 

 

              
              
  14,008,227             

 

 

$ 53,011,690       $ 14,008,227     

 

 

$ 5,557       $ 41     
              
              
              
  450,000             
  1,100,000         450,000     
  (50,000)             

 

 

  1,500,000         450,000     

 

 

 

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For the Period
January 1, 2011 to
November 30, 2011(a)

 

NET ASSET VALUE, BEGINNING OF PERIOD

   $ 35.34   

    

  

INCOME FROM OPERATIONS:

  

    

  

Net investment income

     0.41 (b)  

Net realized and unrealized gain on investments

     0.18   

 

 

Total from Investment Operations

     0.59   

 

 

LESS DISTRIBUTIONS:

  

From net investment income

     (0.45

From capital gains

     –       

 

 

Total Distributions

     (0.45

 

 

NET INCREASE IN NET ASSET VALUE

     0.14   

 

 

NET ASSET VALUE, END OF PERIOD

   $ 35.48   

 

 

TOTAL RETURN(c)

     1.67

         

  

RATIOS/SUPPLEMENTAL DATA:

  

Net assets, end of period (in 000s)

   $ 62,091   

         

  

RATIOS TO AVERAGE NET ASSETS:

  

Net investment income including reimbursement/waiver

     1.25 %(d) 

Net investment income excluding reimbursement/waiver

     1.22 %(d)  

Expenses including reimbursement/waiver

     0.34 %(d) 

Expenses excluding reimbursement/waiver

     0.37 %(d)  

PORTFOLIO TURNOVER RATE(e)

     4

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b)

Calculated using average shares outstanding.

(c)

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d)

Annualized.

(e)

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

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Financial Highlights
For a Share Outstanding Throughout the Periods Presented

 

For the

Year Ended

December 31, 2010

    For the Period
July 7, 2009
(Inception) through
December 31, 2009
          
$ 31.13      $ 25.04        
                
                
                
  0.68 (b)      0.31        
  4.14        6.10        

 

 

  4.82        6.41        

 

 

                
                
  (0.61     (0.31     
  –            (0.01     

 

 

  (0.61     (0.32     

 

 

  4.21        6.09        

 

 

$ 35.34      $ 31.13        

 

 

  15.67     25.60     
                
                
$ 53,012      $ 14,008        
                
                
  2.14     2.60 %(d)      
  2.11     2.57 %(d)       
  0.34     0.34 %(d)      
  0.37     0.37 %(d)       
  7     4     

 

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1. ORGANIZATION

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2011, the Trust consists of seven separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the ALPS Equal Sector Weight ETF (the “Fund”), which commenced on July 7, 2009. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Banc of America Securities Merrill Lynch Equal Sector Weight Index.

The Fund’s Shares (“Shares”) are listed on the New York Stock Exchange (“NYSE”) Arca. The Fund issues and redeems Shares at Net Asset Value (“NAV”) in blocks of 50,000 Shares each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

A. Portfolio Valuation

The Fund’s NAV is determined daily, as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. The NAV is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.

Portfolio securities listed on any exchange other than the National Association of Securities Dealer Automated Quotation (“NASDAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.

 

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Notes to Financial Statements
November 30, 2011

 

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees (the “Board”). When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Fund may be valued in good faith by or under the direction of the Board.

B. Securities Transactions and Investment Income

Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis.

C. Federal Tax Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the period ended November 30, 2011, permanent book and tax differences resulting primarily from in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:

 

Undistributed Net

Investment Income

 

Accumulated Net

Realized Loss

  Paid-in Capital

 

$45,135

  $(4,897,183)   $4,852,048

Net investment income and net realized gain, as disclosed on the Statement of Operations, and net assets were not affected by these reclassifications.

Under the Regulated Investment Company Modernization Act of 2010 (“the Modernization Act”), net capital losses recognized in tax years beginning after December 22, 2010 may be carried forward indefinitely, and the character of the losses is retained as short-term and/or long-term. Under the law in effect prior to the Modernization Act, net capital losses were carried forward for eight years and treated as short-term. As a transition rule, the Modernization Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law.

 

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At November 30, 2011, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:

 

ST    LT

 

$16,008

   $0

D. Dividends and Distributions to Shareholders

Dividends from net investment income of the Fund, if any, are declared and paid quarterly or as the Board of Trustees may determine from time to time. Distributions of net realized capital gains earned by the Fund, if any, are distributed at least annually.

Distributions from net investment income and capital gains are determined in accordance with income tax regulations, which may differ from U.S GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.

The tax character of the distributions paid was as follows:

 

     Period Ended
November 30, 2011
     Period Ended
December 31, 2010
 

 

 

Distributions paid from:

     

Ordinary Income

   $ 695,943       $ 758,546   

 

 

Total

   $ 695,943       $ 758,546   

 

 

As of November 30, 2011, the components of distributable earnings on a tax basis for the Fund were as follows:

 

Undistributed net investment income

   $ 9,526   

Accumulated Capital Losses

   $ (16,008)   

Net unrealized appreciation on investments

     2,522,849   

 

 

Total

   $     2,516,367   

 

 

The differences between book-basis and tax-basis are primarily due to the deferral of losses from wash sales.

E. Income Taxes

No provision for income taxes is included in the accompanying financial statements, as the Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.

 

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Notes to Financial Statements
November 30, 2011

 

The Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

Management of the Fund analyzes all open tax years, as defined by the Statute of Limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of, and during the period ended November 30, 2011, the Fund did not have a liability for any unrecognized tax benefits. The Fund will file income tax returns in the U.S. federal jurisdiction and Colorado. For the tax years ended December 31, 2009, December 31, 2010, and November 30, 2011, the Fund’s returns are open to examination by the appropriate taxing authority.

F. Fair Value Measurements

The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 –  

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 –  

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

 

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Level 3 

 

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

Investments in

  Securities at

       Value*

  

Level 1 –

Unadjusted

Quoted Prices

  

Level 2 -

Other

Significant
Observable

Inputs

 

Level 3 -

Significant
Unobservable

Inputs

   Total

 

Exchange
Traded Funds

   $  62,081,083    $        –       $        –        $  62,081,083

 

TOTAL

   $  62,081,083    $        –       $        –        $  62,081,083

 

 

*

For detailed descriptions of the sectors, see the accompanying Statement of Investments.

For the period ended November 30, 2011, the Fund did not have any significant transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

 

3.

INVESTMENT ADVISORY FEE AND

OTHER AFFILIATED TRANSACTIONS

 

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Fund’s investment adviser pursuant to an Advisory Agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.37% of the Fund’s average daily net assets. ALPS Distributors Inc. (“ADI”) is both the distributor for the Fund as well as the Select Sector SPDR exchange traded funds (“Underlying Sector ETFs”) that the Fund invests in. As required by exemptive relief obtained by the Underlying Sector ETFs, the Investment Adviser will reimburse the Fund an amount equal to the distribution fee received by ADI from the Underlying Sector ETFs attributable to the Fund’s investment in the Underlying Sector ETFs, for so long as ADI acts as the distributor to the Fund and the Underlying Sector ETFs. From time to time, the Investment Adviser may waive all or a portion of its fee.

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of the Fund, including the licensing fee of the Index provider, and the cost of transfer agency, custody, fund administration, legal, audit, trustees and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, the Investment Adviser’s unitary management fee is designed to compensate the Investment Adviser for providing services for the Fund.

 

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Notes to Financial Statements
November 30, 2011

 

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of the Fund.

The Bank of New York Mellon is the custodian, fund accounting agent and transfer agent for the Fund.

Each Trustee who is not an officer or employee of the Investment Adviser, or any of its affiliates (“Independent Trustees”) is paid a quarterly retainer of $3,500, $1,500 for each regularly scheduled Board meeting attended and $750 for each special meeting held outside of regularly scheduled meetings.

4. PURCHASES AND SALES OF SECURITIES

 

For the period ended November 30, 2011, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:

 

Purchases    Sales

 

$    2,452,157

   $    2,857,527

For the period ended November 30, 2011, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Purchases    Sales

 

$    33,521,336

   $  24,064,460

Gains on in-kind transactions are generally not considered taxable gains for federal income tax purposes.

As of November 30, 2011, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

Gross Appreciation (excess of value over tax cost)

   $ 3,774,073   

Gross Depreciation (tax cost over value)

   $ (1,251,224)   

 

 

Net Unrealized Appreciation

   $ 2,522,849   

 

 

Cost of investments for income tax purposes

   $   59,558,234   

 

 

5. CAPITAL SHARE TRANSACTIONS

 

Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the Fund. Such transactions

 

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are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per unit of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances.

6. INDEMNIFICATIONS

 

Under the Trust’s organizational documents, its Trustees and Officers are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No.2011-04 amends FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No.2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.

 

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Additional Information
November 30, 2011 (Unaudited)

 

PROXY VOTING POLICIES AND PROCEDURES

 

A description of the Fund’s proxy voting policies and procedures used in determining how to vote for proxies and information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30th is available without charge, (1) on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov; (2) upon request, by calling 1-866-513-5856; and (3) on the Trust’s website located at http://www.alpsfunds.com.

PORTFOLIO HOLDINGS

 

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q will be available (1) on the SEC’s website at http://www.sec.gov; (2) by calling 1-866-513-5856; (3) on the Trust’s website located at http://www.alpsfunds.com; and (4) for review and copying at the SEC’s Public Reference Room (“PRR”) in Washington D.C. Information regarding the operation of the PRR may be obtained by calling 1-800-732-0330.

SHAREHOLDER MEETING

 

A Special Meeting of the Shareholders was held on October 14, 2011 for the purpose of voting on a proposal to approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc. The proposal passed and the results are noted below.

Proposal 1: To approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc.:

 

Number of Votes

 

 

Record Date Votes    Affirmative    Against    Abstain    Uninstructed

 

862,129.456

   692,739.980    6,045.000    27,513.476    135,831.000

 

Percentages of Total Outstanding

 

 

Affirmative

   Against    Abstain    Uninstructed

 

43.296%

   0.378%    1.720%    8.489%

Percentages of Voted

 

 

Affirmative

   Against    Abstain    Uninstructed

 

80.352%

   0.701%    3.192%    15.755%

 

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At an in-person meeting held on July 26, 2011, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), evaluated a proposal to approve a new Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and ALPS Advisors, Inc. (the “Investment Adviser”) with respect to ALPS Equal Sector Weight ETF (the “Fund”).

Consideration by the Board of this new Advisory Agreement was necessary because ALPS Holdings, Inc. (“ALPS Holdings”), parent company to the Investment Adviser, had agreed to be acquired by DST Systems, Inc. (“DST”) (the “Transaction”). Because ALPS Holdings would be acquired by DST, the Investment Adviser would thereby undergo a change in control, which would be deemed to be an “assignment” of the existing investment advisory agreement under the 1940 Act. As required by the 1940 Act, the existing investment advisory agreement provided for its automatic termination in the event of an assignment, and would therefore terminate upon the closing of the Transaction. In order for the Investment Adviser to continue as the Fund’s investment adviser, the Board and the Fund’s shareholders would have to approve a new Advisory Agreement with the Investment Adviser, which would take effect upon the closing of the Transaction.

In evaluating the new Advisory Agreement, the Board did not identify any single factor as all-important or controlling. The following summary does not identify all the matters considered by the Board, but includes the principal matters it considered. The Board considered whether the new Advisory Agreement would be in the best interests of the Fund and its shareholders, based on: (i) the nature, extent and quality of the services to be provided by the Investment Adviser under the Advisory Agreement; (ii) the investment performance of the Fund; (iii) the expenses borne by the Fund under the unitary fee arrangement of the Advisory Agreement; (iv) the estimated profitability of the Investment Adviser and its affiliates from their relationship with the Fund; (v) potential fall-out benefits to the Investment Adviser from its relationship with the Fund; and (vi) other general information about the Investment Adviser and its affiliates. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services to be Provided

The Board considered the nature, extent and quality of the services to be provided by the Investment Adviser, including the portfolio management services to be provided, in light of the investment objective of the Fund. The Board considered that, following the Transaction, the Fund would be managed by senior personnel at the Investment Adviser. In that regard, the Board considered the history of care and conscientiousness in supervising the management of the Fund provided by such personnel. The Board considered the background and capabilities of such personnel in connection with the advisory services that they would provide to the Fund following the Transaction. The Board also considered the compliance records of the Investment Adviser. The Board considered representations from DST that it intended to retain all key management and personnel of ALPS Holdings and the Investment Adviser, and that DST did not anticipate that the Investment Adviser

 

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Board Considerations Regarding Approval of

Investment Advisory Agreement

November 30, 2011 (Unaudited)

 

would undergo any changes to its structure, business strategy or services as a result of the Transaction. The Board also considered the Investment Adviser’s representation that the manner in which the Fund’s assets would be managed would not change as a result of the Transaction. Finally, the Board also considered its and the Fund’s association with the current personnel employed by the Investment Adviser.

The Board concluded that the nature, extent and quality of the services to be provided by the Investment Adviser to the Fund were appropriate and consistent with the terms of the new Advisory Agreement, and that the Fund was likely to benefit from services provided under its new Advisory Agreement. The Board also concluded that the quality of the services to be provided by the senior advisory personnel employed by the Investment Adviser was expected to be consistent with or superior to quality norms in the industry, and that the Investment Adviser would have sufficient personnel, with the appropriate education and experience, to serve the Fund effectively. The Board also concluded that the Investment Adviser had demonstrated a continuing ability to attract and retain well-qualified personnel (and noted the Investment Adviser’s representations that no changes were anticipated with respect to the Investment Adviser’s compensation and incentive programs), and that the structure of the Investment Adviser’s operations was sufficient to retain and properly motivate the Fund’s current senior advisory personnel. Finally, the Board concluded that the financial condition of DST, ALPS Holdings and the Investment Adviser was sound.

Investment Performance

The Board also reviewed investment performance information of the Fund and its benchmark index. The Board evaluated the correlation and tracking error between the underlying index and the Fund.

Costs of the Services to be Provided to the Fund

The Board reviewed the fees to be paid by the Fund to the Investment Adviser, noting that the rate of fees to be paid under the new Advisory Agreement was the same fee rate the Fund currently paid. The Board noted that the advisory fee paid to the Investment Adviser by the Fund was a unitary fee pursuant to which the Investment Adviser assumes all expenses of the Fund (including the cost of transfer agency, custody, advisory, fund administration, legal, audit and other services) other than the payments under the new Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Board considered the Investment Adviser’s representation that it did not intend to raise any of its advisory or administration fees paid by the Fund for at least two years following the Transaction.

The Board reviewed comparative fee information of the Fund’s advisory contracts, including information about the rates of compensation paid to investment advisers, and overall expense ratios, for funds comparable in size, character and investment strategy to the Fund. The Board considered the fact that the Fund’s fees were generally comparable to

 

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the fees charged to similar funds. The Board concluded that the management fees payable by the Fund to the Investment Adviser were reasonable in relation to the nature and quality of the services expected to be provided, taking into account the fees charged by other advisers for managing comparable funds with similar strategies.

Projected Profitability and Costs of Services to the Investment Adviser and Potential “Fall-Out” Benefits

The Board reviewed reports of the financial position of the Investment Adviser. The Board considered the projected profitability of ALPS Holdings’ overall relationship with the Fund, which included fees payable to the Investment Adviser for advisory services. The Board noted that since the Fund was subject to a unitary fee arrangement with the Investment Adviser pursuant to the new Advisory Agreement, there were no other fees payable to other ALPS Holdings affiliates for non-advisory services, and concluded that the projected profitability of ALPS Holdings was reasonable in relation to the services to be provided and to the costs of providing services to the Fund.

The Board also considered any potential “fall-out” benefits that the Investment Adviser might receive because of its relationship with the Fund and concluded that the advisory fees were reasonable taking into account any such benefits. The Board acknowledged the Investment Adviser’s well-established stand-alone management relationships independent of the Fund and the regulatory and entrepreneurial risks each assumed in connection with the management of the Fund.

Economies of Scale

The Board reviewed the Fund’s assets under management, and noted that because of the Fund’s unitary fee arrangement, consideration of economies of scale was not a relevant factor to the Fund.

Conclusion

Based on its evaluation, the Board unanimously concluded that the terms of the new Advisory Agreement were reasonable, fair and in the best interests of the Fund and its shareholders. The Board believed that the new Advisory Agreement would enable the Fund to continue to enjoy the high-quality investment management services it had received in the past from the Investment Adviser, at a fee rate identical to the present rate, which the Board deemed appropriate, reasonable and in the best interests of the Fund and its shareholders.

 

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Trustees & Officers
November 30, 2011 (Unaudited)

 

INDEPENDENT TRUSTEES

Name, Address

and Age of

Management

Trustee*

  

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of
Portfolios

in Fund
Complex
Overseen by
Trustees***

  

Other

Directorships

Held by Trustees

Mary K. Anstine,

age 71

  

Trustee

  

Since March

2008

  

Ms. Anstine was President/Chief Executive Officer of HealthONE Alliance, Denver, Colorado, and former Executive Vice President of First Interstate Bank of Denver. Ms. Anstine is also Trustee/ Director of the following: AV Hunter Trust; Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers Association Trust Executive Committee.

 

   21    Ms. Anstine is a Trustee of Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (17 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

Jeremy W. Deems,

age 35

  

Trustee

  

Since March

2008

  

Mr. Deems is the Co- Founder, Chief Compliance Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, Re- Flow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.

   21    Mr. Deems is a Trustee of Financial Investors Trust (17 funds); Financial Investors Variable Insurance Trust (5 funds); and Reaves Utility Income Fund.

 

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INDEPENDENT TRUSTEES Continued

Name, Address

and Age of Management

Trustee*

  

Position(s)
Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees***

  

Other

Directorships

Held by Trustees

Rick A. Pederson,

age 59

  

Trustee

  

Since March

2008

  

President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Partner, Western Capital Partners (a prime lending company), 2000 - present; Partner, Bow River Capital Partners (investment manager), 2003 - present; Principal, The Pauls Corporation (real estate development), 2008 - present; Director, Guaranty Bank and Trust (a community bank), 1999 – 2007; Winter Park Recreational Association (an entity that operates, maintains and develops Winter Park Resort), 2002 – 2008; Neenan Co. (an integrated real estate development, architecture and construction company), 2002 – present; NexCore Properties LLC (a real estate investment company), 2004 – present; Urban Land Conservancy (a not-for-profit organization), 2004 – present.

 

   7    Mr. Pederson is Trustee of Westcore Trust (12 funds)

 

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

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Trustees & Officers
November 30, 2011 (Unaudited)

 

INTERESTED TRUSTEE***

Name, Address

and Age of

Management

Trustee*

  

Position(s)
Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees****

  

Other

Directorships

Held by Trustees

Thomas A. Carter,

age 45

  

Trustee and President

  

Since March

2008

  

Mr. Carter joined ALPS Fund Services, Inc. (“ALPS”) in 1994 and is currently President and Director of ALPS Advisors, Inc. (“AAI”), ALPS Distributors, Inc. (“ADI”) and FTAM Funds Distributor, Inc. (“FDI”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, FDI and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.

 

   12    Mr. Carter is a Trustee of Financial Investors Variable Insurance Trust (5 funds)

 

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

Mr. Carter is an interested person of the Trust because of his affiliation with ALPS.

****

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services

 

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OFFICERS

 

Name, Address

and Age of

Executive Officer*

  

Position(s)

Held

with Trust

  

Length of

Time Served**

   Principal Occupation(s) During Past 5 Years

 

Melanie Zimdars,

age 35

  

 

Chief Compliance Officer (“CCO”)

  

 

Since December

2009

  

 

Ms. Zimdars currently serves as a Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. From 2001 until joining Wasatch in 2005, she was a Compliance Officer for U.S. Bancorp Fund Services, LLC. Because of her position with ALPS, Ms. Zimdars is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Zimdars is also the CCO of Financial Investors Variable Insurance Trust, Liberty All-Star Growth Fund, Inc. and Liberty All-Star Equity Fund.

 

 

Kimberly R. Storms,

age 39

  

 

Treasurer

  

 

Since March

2008

  

 

Ms. Storms is Director of Fund Administration and Senior Vice President of ALPS. Ms. Storms joined ALPS in 1998 as Assistant Controller. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Storms is also Assistant Treasurer of the Liberty All-Star Equity Fund, Liberty All-Star Growth Fund and Financial Investors Trust; and Assistant Secretary of Ameristock Mutual Fund, Inc.

 

 

William Parmentier,

age 59

  

 

Vice President

  

 

Since March

2008

  

 

Mr. Parmentier is Chief Investment Officer, ALPS Advisors, Inc. (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005- 2006), Banc of America Investment Advisors, Inc.

 

 

Tané T. Tyler,

age 47

  

 

Secretary

  

 

Since December

2008

  

 

Ms.Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms.Tyler joined ALPS in 2004.She served as Secretary, Reaves Utility Income Fund from December 2004–2007; Secretary, Westcore Funds from February 2005–2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004–December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003. Ms. Tyler also serves as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund.

 

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Trustees & Officers
November 30, 2011 (Unaudited)

 

OFFICERS Continued

Name, Address

and Age of

Executive Officer*

  

Position(s)

Held

with Trust

  

Length of

Time Served**

   Principal Occupation(s) During Past 5 Years

Monette R. Nickels,

age 40

   Tax Officer   

Since December

2009

  

Ms. Nickels is Senior Vice President and Director of Tax Administration of ALPS. Ms. Nickels joined ALPS in 2004 as Director of Tax Administration. Because of her position with ALPS, Ms. Nickels is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Nickels is also Tax Officer of Financial Investors Trust, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., and Financial Investors Variable Insurance Trust.

 

 

*

The business address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his successor is elected.

 

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Notes

 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 
   

 

 

     Page  

PERFORMANCE OVERVIEW

     2   

DISCLOSURE OF FUND EXPENSES

     6   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     7   

SCHEDULE OF INVESTMENTS

     8   

STATEMENTS OF ASSETS & LIABILITIES

     15   

STATEMENTS OF OPERATIONS

     16   

STATEMENTS OF CHANGES IN NET ASSETS

     18   

FINANCIAL HIGHLIGHTS

     22   

NOTES TO FINANCIAL STATEMENTS

     26   

ADDITIONAL INFORMATION

     32   

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT

     33   

TRUSTEES & OFFICERS

     35   

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

PERFORMANCE OVERVIEW (UNAUDITED)

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX

FUND | November 30, 2011

 

 

The Jefferies | TR/J CRB Global Commodity Equity Index Fund is an Exchange Traded Fund (“ETF”), which provides exposure to the equity securities of a global universe of listed companies engaged in the production and distribution of commodities and commodity-related products and services in the agriculture, base/industrial metals, energy and precious metals sectors. The ETF seeks investment results that replicate as closely as possible, before fees and expenses, the price and yield performance of the Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index.

For the eleven-month period ended November 30, 2011, the ETF’s market price decreased 10.42% and its net asset value (“NAV”) decreased 10.67%. Over the same time period the ETF’s benchmark was down 10.58%.

 

TOP 10 HOLDINGS^ (% of Total Investments)   

Exxon Mobil Corp.

    6.6

Monsanto Co.

    5.3   

Potash Corp. of Saskatchewan, Inc.

    5.0   

Deere & Co.

    4.4   

Syngenta AG

    3.7   

Chevron Corp.

    3.5   

Archer-Daniels-Midland Co.

    2.7   

BP Plc

    2.3   

Gazprom OAO, ADR

    2.3   

Royal Dutch Shell Plc, Class A

    2.1   

Total % of Top 10 Holdings

    37.9

^    Future holdings are subject to change

 

COUNTRY ALLOCATION (% of

Total Investments)

 

  

United States

    38.8

Canada

    16.5   

United Kingdom

    10.6   

Russia

    4.4   

Switzerland

    4.1   

Australia

    2.3   

Netherlands

    2.2   

South Africa

    2.1   

France

    1.9   

Singapore

    1.7   

Other

    15.4   
 

PERFORMANCE as of 11.30.11

    5 Month       YTD       1 Year       Since Inception*
Annualized

Jefferies | TR/J CRB Global Commodity Equity Index Fund

             

NAV

  -10.67%     -8.56%     0.61%     6.65%

Market Price**

  -10.42%     -8.58%     1.02%     6.52%

Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index

  -10.58%     -8.02%     1.30%     7.49%

S&P GSCI Commodity Index

  -1.71%     0.95%     10.44%     7.71%

S&P 500 Index

  -4.67%     1.08%     7.83%     9.50%

Total Expense Ratio (per the current prospectus) 0.65%

 

*

The Fund commenced Investment Operations on September 18, 2009 with an Inception Date, the first day of trading on the Exchange, of September 21, 2009.

**

Market Price is based on the midpoint of the bid/ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data please visit JAMFUNDS.COM.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index: measures the performance of equity securities of companies engaged in the production and distribution of certain commodities and commodity-related products. S&P GSCI Commodity Index: A composite index of commodity sector returns which represents a broadly diversified, unleveraged, long-only position in commodity futures. S&P 500 Index: the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices. Index return does not represent fund return. An investor can not invest directly in an index.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.11

Comparison of Change in Value of a hypothetical $10,000 investment in the Jefferies | TR/J CRB Global Commodity Equity Index Fund.

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

PERFORMANCE OVERVIEW (UNAUDITED)

   

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX

FUND | November 30, 2011

 

The Jefferies | TR/J CRB Global Agriculture Equity Index Fund is an Exchange Traded Fund (“ETF”), which provides exposure to the equity securities of a global universe of listed companies engaged in the production and distribution of agricultural commodities and agricultural commodity-related products and services in the following sectors: producers of traits (characteristics attained through genetic modification), chemicals and fertilizers, farm machinery, equipment and irrigation, agricultural products, and live-stock and aquaculture. The ETF seeks investment results that replicate, as closely as possible, before fees and expenses, the price and yield performance of the Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index.

For the eleven-month period ended November 30, 2011, the ETF’s market price decreased 13.61% and its net asset value (“NAV”) decreased 13.93%. Over the same time period the ETF’s benchmark was down 14.08%.

 

TOP 10 HOLDINGS^ (% of Total Investments)   

Monsanto Co.

    6.7

Potash Corp. of Saskatchewan, Inc.

    6.4   

Archer-Daniels-Midland Co.

    5.8   

Deere & Co.

    5.6   

Syngenta AG

    5.4   

Bunge, Ltd.

    4.7   

Wilmar International, Ltd.

    4.6   

Uralkali, Sponsored GDR

    4.2   

K+S AG

    4.1   

Agrium, Inc.

    4.1   

Total % of Top 10 Holdings

    51.6

^    Future holdings are subject to change

 

COUNTRY ALLOCATION (% of

Total Investments)

 

  

United States

    32.2

Canada

    12.8   

Singapore

    7.0   

Malaysia

    6.9   

Switzerland

    5.4   

Bermuda

    5.1   

Israel

    5.1   

Australia

    4.4   

Russia

    4.2   

Germany

    4.1   

Other

    12.8   
 

PERFORMANCE as of 11.30.11

    5 Month       YTD       1 Year       Since Inception*
Annualized

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

             

NAV

  -13.93%     -11.97%     -2.70%     8.88%

Market Price**

  -13.61%     -12.54%     -2.71%     8.30%

Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index

  -14.08%     -11.81%     -2.44%     9.44%

Total Expense Ratio (per the current prospectus) 0.65%

*

The Fund commenced Investment Operations on October 26, 2009 with an Inception Date, the first day of trading on the Exchange, of October 27, 2009.

 

**

Market Price is based on the midpoint of the bid/ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data please visit JAMFUNDS.COM.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index: measures the performance of equity securities of companies engaged in the production and distribution of agricultural products, including grains, livestock, fertilizers, chemicals, seeds, traits and equipment. Index return does not represent fund return. An investor can not invest directly in an index.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.11

Comparison of Change in Value of a hypothetical $10,000 investment in the Jefferies | TR/J CRB Global Agriculture Equity Index Fund.

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

PERFORMANCE OVERVIEW (UNAUDITED)

   

JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX

FUND | November 30, 2011

 

 

The Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund is an Exchange Traded Fund (“ETF”), which provides exposure to the equity securities of a global universe of listed companies engaged in the production and distribution of base/industrial metals and base/industrial metals products, including copper, aluminum, iron ore, steel and others. The ETF seeks investment results that replicate, as closely as possible, before fees and expenses, the price and yield performance of the Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index.

For the eleven-month period ended November 30, 2011, the ETF’s market price declined 26.82% and its net asset value (“NAV”) decreased 27.16%.Over the same time period the ETF’s benchmark was down 27.14%.

 

TOP 10 HOLDINGS^ (% of Total Investments)   

Rio Tinto Plc

    8.0

BHP Billiton Plc

    7.0   

Anglo American Plc

    5.3   

Xstrata Plc

    5.0   

Freeport-McMoRan Copper & Gold, Inc.

    4.9   

Teck Resources, Ltd., Class B

    4.4   

Vale SA, ADR

    4.4   

ArcelorMittal

    4.4   

POSCO

    4.2   

Nucor Corp.

    3.7   

Total % of Top 10 Holdings

    51.3

^    Future holdings are subject to change

 

COUNTRY ALLOCATION (% of

Total Investments)

 

  

United Kingdom

    28.4

United States

    18.9   

Canada

    9.5   

Brazil

    8.3   

Japan

    8.0   

Luxembourg

    4.4   

South Korea

    4.2   

Russia

    4.0   

Mexico

    3.0   

Germany

    2.8   

Other

    8.5   
 

PERFORMANCE as of 11.30.11

        5 Month       YTD       1 Year       Since Inception*
Annualized

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

               

NAV

    -27.16%     -31.01%     -21.06%     -6.45%

Market Price**

    -26.82%     -30.51%     -20.95%     -6.76%

Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index

    -27.14%     -30.67%     -20.52%     -5.77%

Total Expense Ratio (per the current prospectus) 0.65%

*

The Fund commenced Investment Operations on October 26, 2009 with an Inception Date, the first day of trading on the Exchange, of October 27, 2009.

 

**

Market Price is based on the midpoint of the bid/ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data please visit JAMFUNDS.COM.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index: measures the performance of equity securities of companies engaged in the production and distribution of base/industrial metals and related products and services including copper, aluminum, iron ore, steel, uranium and others. Index return does not represent fund return. An investor can not invest directly in an index.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.11

Comparison of Change in Value of a hypothetical $10,000 investment in the Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund.

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4  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

PERFORMANCE OVERVIEW (UNAUDITED)

   

JEFFERIES | TR/J CRB WILDCATTERS EXPLORATION & PRODUCTION EQUITY

ETF | November 30, 2011

 

 

The Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF is an Exchange Traded Fund (“ETF”), which provides exposure to the equity securities of a universe of listed U.S. and Canadian small capitalization companies engaged in the exploration and production (i.e., extraction) of oil and natural gas. The ETF seeks investment results that replicate, as closely as possible, before fees and expenses, the price and yield performance of the Thomson Reuters/Jefferies CRB Wildcatters Energy Exploration & Production Equity Index.

For the eleven-month period ended November 30, 2011, the ETF’s market price decreased 15.64% and its net asset value (“NAV”) decreased 15.39%. Over the same time period the ETF’s benchmark was down 15.17%.

 

TOP 10 HOLDINGS^ (% of Total Investments)   

Rosetta Resources, Inc.

    6.3

Energy XXI (Bermuda), Ltd.

    5.0   

Daylight Energy, Ltd.

    4.5   

Celtic Exploration, Ltd.

    4.3   

Bill Barrett Corp.

    4.1   

Gran Tierra Energy, Inc.

    3.6   

Northern Oil and Gas, Inc.

    3.0   

Gulfport Energy Corp.

    3.0   

Crew Energy, Inc.

    3.0   

Stone Energy Corp.

    2.9   

Total % of Top 10 Holdings

    39.7

^    Future holdings are subject to change

 

COUNTRY ALLOCATION (% of

Total Investments)

 

  

United States

    61.6

Canada

    38.4   
 

PERFORMANCE as of 11.30.11

 

    5 Month       YTD       1 Year       Since Inception*
Annualized

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

             

NAV

  -15.39%     -14.12%     -4.16%     2.86%

Market Price**

  -15.64%     -14.75%     -5.04%     2.89%

Thomson Reuters/Jefferies CRB Wildcatters Energy Exploration & Production Equity Index

  -15.17%     -13.42%     -3.36%     3.67%

Total Expense Ratio (per the current prospectus) 0.65%

 

*

The Fund commenced Investment Operations on January 19, 2010 with an Inception Date, the first day of trading on the Exchange, of January 20, 2010.

 

**

Market Price is based on the midpoint of the bid/ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data please visit JAMFUNDS.COM.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

Thomson Reuters/Jefferies CRB Wildcatters Energy Exploration & Production Equity Index: measures the performance of equity securities of companies engaged in the exploration and production of oil and natural gas. Index return does not represent fund return. An investor can not invest directly in an index.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.11

Comparison of Change in Value of a hypothetical $10,000 investment in the Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF.

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    5


Table of Contents

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

DISCLOSURE OF FUND EXPENSES

   

(Unaudited)

 

 

Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2011 and held through the period ended November 30, 2011.

Actual Return: The first line of the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first table under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

Hypothetical 5% Return: The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect any transaction costs, such as creation and redemption fees, or brokerage charges. Therefore, the second table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your costs would have been higher.

 

      Beginning
Account Value
7/01/11
     Ending
Account Value
11/30/11
     Expense Ratio   

Expenses Paid
During the Period

7/01/11 -

11/30/11

Jefferies | TR/J CRB Global Commodity Equity Index Fund

           

Actual

   $ 1,000.00       $ 893.30       0.65%    $2.58(a)

Hypothetical (5% return before expenses)

   $ 1,000.00       $ 1,021.93       0.65%    $3.31(b)

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

           

Actual

   $ 1,000.00       $ 860.70       0.65%    $2.53(a)

Hypothetical (5% return before expenses)

   $ 1,000.00       $ 1,021.93       0.65%    $3.31(b)

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

           

Actual

   $ 1,000.00       $ 728.40       0.65%    $2.35(a)

Hypothetical (5% return before expenses)

   $ 1,000.00       $ 1,021.93       0.65%    $3.31(b)

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

           

Actual

   $ 1,000.00       $ 846.10       0.65%    $2.51(a)

Hypothetical (5% return before expenses)

   $ 1,000.00       $ 1,021.93       0.65%    $3.31(b)

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30. Actual expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (153), then divided by 365.

 

(b)  

The example in the table above is equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184), then divided by 365.

 

 

6  

 

  Annual Report  |  November 30, 2011


Table of Contents

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   

 

To the Board of Trustees and Shareholders of ALPS ETF Trust:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Jefferies TR/J CRB Global Commodity Equity Index Fund, Jefferies TR/J CRB Global Agriculture Equity Index Fund, and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund of the ALPS ETF Trust (the “Trust”) as of November, 30, 2011, and the related statements of operations, statements of changes in net assets and the financial highlights for the period ended November, 30, 2011 and the year ended December 31, 2010. We have also audited the statements of changes in net assets and the financial highlights for the period September 21, 2009 (inception) to December 31, 2009 for the Jefferies TR/J CRB Global Commodity Equity Index Fund, and the period October 27, 2009 (inception) to December 31, 2009 for the Jefferies TR/J CRB Global Agriculture Equity Index Fund and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund. We have also audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Jefferies TR/J CRB Wildcatters Exploration & Production Equity ETF of the Trust as of November 30, 2011, and the related statements of operations, statements of changes in net assets, and the financial highlights for the period ended November 30, 2011 and the period January 20, 2010 (inception) to December 31, 2010. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Jefferies TR/J CRB Global Commodity Equity Index Fund, Jefferies TR/J CRB Global Agriculture Equity Index Fund, Jefferies TR/J CRB Global Industrial Metals Equity Index Fund and Jefferies TR/J CRB Wildcatters Exploration & Production Equity Index ETF of the ALPS ETF Trust as of November 31, 2011, the results of their operations, the changes in their net assets, and the financial highlights for each of the respective periods referred to above, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 8 to the financial statements, subsequent to yearend, on December 12, 2011, the Board of Trustees authorized an orderly liquidation of the Jefferies TR/J CRB Global Agriculture Equity Index Fund and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund of the ALPS ETF Trust, which was completed on December 28, 2011.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2012

 

 

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    7


Table of Contents

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND | November 30, 2011

 

 

Security Description    Shares      Value  

COMMON STOCKS (99.59%)

  

  

Australia (2.25%)

     

Fortescue Metals Group, Ltd.

     21,670       $ 101,068   

Incitec Pivot, Ltd.

     200,316         660,569   

Newcrest Mining, Ltd.

     23,833         847,134   

Nufarm, Ltd.*

     28,414         138,651   

Woodside Petroleum, Ltd.

     9,330         314,379   
     

 

 

 
        2,061,801   
     

 

 

 

    

     

Bermuda (1.31%)

     

Bunge, Ltd.

     18,100         1,131,250   

Sinofert Holdings, Ltd.

     218,000         65,326   
     

 

 

 
        1,196,576   
     

 

 

 

    

     

Brazil (1.65%)

     

Companhia Siderurgica Nacional SA, ADR

     15,989         132,709   

Gerdau SA, ADR

     16,239         124,716   

Petroleo Brasileiro SA, ADR

     23,364         630,594   

Vale SA, ADR

     26,632         619,194   
     

 

 

 
        1,507,213   
     

 

 

 

    

     

Canada (16.42%)

     

Agnico-Eagle Mines, Ltd.

     5,250         236,179   

Agrium, Inc.

     19,333         1,361,249   

Barrick Gold Corp.

     31,150         1,655,921   

Cameco Corp.

     7,832         148,822   

Canadian Natural Resources, Ltd.

     16,243         612,018   

Eldorado Gold Corp.

     17,064         310,819   

EnCana Corp.

     11,344         229,279   

First Quantum Minerals, Ltd.

     9,271         187,836   

Goldcorp, Inc.

     24,966         1,349,281   

IAMGOLD Corp.

     11,268         228,519   

Inmet Mining Corp.

     1,733         101,909   

Ivanhoe Mines, Ltd.*

     7,774         168,210   

Kinross Gold Corp.

     35,414         500,167   

New Gold, Inc.*

     13,507         151,709   

Osisko Mining Corp.*

     11,813         130,939   

Pan American Silver Corp.

     3,293         86,021   

Potash Corp. of Saskatchewan, Inc.

     105,090         4,595,330   

SEMAFO, Inc.*

     8,421         63,691   

Silver Wheaton Corp.

     10,965         370,227   

Suncor Energy, Inc.

     24,282         733,654   

Talisman Energy, Inc.

     15,892         218,198   

Teck Resources, Ltd., Class B

     9,505         349,163   

TransCanada Corp.

     10,837         457,035   

Viterra, Inc.

     38,789         397,523   

Yamana Gold, Inc.

     23,080         390,436   
     

 

 

 
        15,034,135   
     

 

 

 

    

     

Cayman Islands (0.00%)(a)

  

  

Chaoda Modern Agriculture Holdings, Ltd.

     348,000         448   
     

 

 

 
Security Description    Shares      Value  

Chile (0.33%)

     

Sociedad Quimica y Minera de Chile SA, ADR

     5,302       $ 304,017   
     

 

 

 

    

     

China (1.31%)

     

China BlueChemical, Ltd., Class H

     216,000         168,622   

China Petroleum & Chemical Corp., Class H

     262,000         265,858   

China Shenhua Energy Co., Ltd., Class H

     53,500         224,651   

Jiangxi Copper Co., Ltd., Class H

     26,000         57,314   

PetroChina Co., Ltd.,
Class H

     324,000         398,359   

Zijin Mining Group Co., Ltd., Class H

     189,000         78,998   
     

 

 

 
        1,193,802   
     

 

 

 

    

     

France (1.85%)

     

Total SA

     32,858         1,695,626   
     

 

 

 

    

     

Germany (1.25%)

     

K+S AG

     17,669         958,303   

ThyssenKrupp AG

     7,325         188,534   
     

 

 

 
        1,146,837   
     

 

 

 

    

     

Great Britain (0.05%)

     

Evraz Plc*

     7,170         43,304   
     

 

 

 

    

     

Hong Kong (0.64%)

     

China Agri-Industries Holdings, Ltd.

     192,000         140,997   

CNOOC, Ltd.

     246,000         443,562   
     

 

 

 
        584,559   
     

 

 

 

    

     

India (0.88%)

     

Reliance Industries, Ltd., GDR(b)

     25,856         775,680   

Sterlite Industries India, Ltd., ADR

     3,993         32,184   
     

 

 

 
        807,864   
     

 

 

 

    

     

Israel (0.95%)

     

Israel Chemicals, Ltd.

     52,845         564,139   

The Israel Corp., Ltd.

     465         304,148   
     

 

 

 
        868,287   
     

 

 

 

    

     

Italy (0.89%)

     

Eni SpA

     38,615         815,071   
     

 

 

 

    

     

Japan (0.82%)

     

INPEX Corp.

     32         207,755   

JFE Holdings, Inc.

     9,800         175,347   

Nippon Steel Corp.

     108,000         254,592   

Sumitomo Metal Industries, Ltd.

     68,000         116,501   
     

 

 

 
        754,195   
     

 

 

 

    

     

Jersey (0.31%)

     

Randgold Resources, Ltd.

     2,635         278,291   
     

 

 

 
 

 

 

 

8  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND | November 30, 2011

 

 

Security Description    Shares      Value  

Luxembourg (0.50%)

     

ArcelorMittal

     17,312       $ 325,098   

Tenaris SA, ADR

     3,631         135,364   
     

 

 

 
        460,462   
     

 

 

 

    

     

Malaysia (1.31%)

     

Genting Plantations BHD

     29,700         75,967   

IOI Corp. BHD

     296,400         467,190   

Kuala Lumpur Kepong BHD

     54,420         368,108   

PPB Group BHD

     57,500         290,530   
     

 

 

 
        1,201,795   
     

 

 

 

    

     

Mauritius (0.45%)

     

Golden Agri-Resources, Ltd.

     749,000         409,210   
     

 

 

 

    

     

Mexico (0.22%)

     

Grupo Mexico SAB de CV, Series B

     75,206         202,440   
     

 

 

 

    

     

Netherlands (2.15%)

     

CNH Global N.V.*

     3,369         133,817   

Nutreco Holding N.V.

     3,967         259,666   

Schlumberger, Ltd.

     20,900         1,574,397   
     

 

 

 
        1,967,880   
     

 

 

 

    

     

Norway (0.98%)

     

Norsk Hydro ASA

     15,000         71,924   

Yara International ASA

     20,412         825,878   
     

 

 

 
        897,802   
     

 

 

 

    

     

Peru (0.29%)

     

Companhia de Minas Buenaventura SA, ADR

     6,642         260,034   
     

 

 

 

    

     

Russia (4.41%)

     

Gazprom OAO, ADR

     183,522         2,110,503   

LUKOIL OAO, ADR

     6,561         368,072   

Mechel Steel Group, ADR

     2,721         29,632   

MMC Norilsk Nickel, ADR

     16,117         283,176   

Rosneft Oil Co., GDR(c)

     25,305         184,220   

Uralkali, GDR(c)

     26,238         1,059,753   
     

 

 

 
        4,035,356   
     

 

 

 

    

     

Singapore (1.73%)

     

Olam International, Ltd.

     234,000         418,232   

Wilmar International, Ltd.

     295,000         1,165,034   
     

 

 

 
        1,583,266   
     

 

 

 

    

     

South Africa (2.07%)

     

Anglo Platinum, Ltd.

     1,255         85,384   

AngloGold Ashanti, Ltd., ADR

     11,819         566,839   

Gold Fields, Ltd.

     20,306         342,272   

Harmony Gold Mining Co., Ltd.

     11,338         160,114   

Impala Platinum Holdings, Ltd.

     14,182         300,512   

Kumba Iron Ore, Ltd.

     1,134         71,131   

Sasol, Ltd.

     7,676         368,818   
     

 

 

 
        1,895,070   
     

 

 

 
Security Description    Shares      Value  

South Korea (0.45%)

     

POSCO

     1,272       $ 414,649   
     

 

 

 

    

     

Spain (0.44%)

     

Repsol YPF SA

     13,262         399,810   
     

 

 

 

    

     

Switzerland (4.10%)

     

Syngenta AG*

     11,472         3,372,968   

Transocean, Ltd.

     4,923         210,951   

Weatherford International, Ltd.*

     11,400         172,824   
     

 

 

 
        3,756,743   
     

 

 

 

    

     

Taiwan (0.41%)

     

China Steel Corp.

     195,258         187,321   

Taiwan Fertilizer Co., Ltd.

     80,000         185,409   
     

 

 

 
        372,730   
     

 

 

 

    

     

United Kingdom (10.56%)

     

Anglo American Plc

     22,566         858,901   

Antofagasta Plc

     6,847         127,505   

BG Group Plc

     52,491         1,121,548   

BHP Billiton Plc

     40,162         1,231,120   

BP Plc

     293,668         2,128,116   

Kazakhmys Plc

     5,051         73,484   

Lonmin Plc

     4,724         79,500   

Petropavlosk Plc

     5,080         57,926   

Rio Tinto Plc

     26,921         1,413,777   

Royal Dutch Shell Plc, Class A

     56,104         1,954,572   

Xstrata Plc

     38,925         622,620   
     

 

 

 
        9,669,069   
     

 

 

 

    

     

United States (38.61%)

     

AGCO Corp.*

     11,689         534,772   

Alcoa, Inc.

     21,164         212,063   

Allegheny Technologies, Inc.

     1,858         93,309   

Anadarko Petroleum Corp.

     7,634         620,415   

Apache Corp.

     5,877         584,409   

Archer-Daniels-Midland Co.

     81,566         2,456,768   

Baker Hughes, Inc.

     6,686         365,122   

Cameron International Corp.*

     3,722         200,951   

CF Industries Holdings, Inc.

     8,734         1,221,013   

Chesapeake Energy Corp.

     10,025         254,033   

Chevron Corp.

     31,044         3,191,944   

Cliffs Natural Resources, Inc.

     2,864         194,208   

Coeur d’Alene Mines Corp.*

     2,764         80,902   

ConocoPhillips

     21,265         1,516,620   

Consol Energy, Inc.

     3,475         144,699   

Corn Products International, Inc.

     9,299         483,455   

Deere & Co.

     50,958         4,038,422   

Devon Energy Corp.

     5,997         392,564   

Diamond Offshore Drilling, Inc.

     1,060         63,759   

El Paso Corp.

     11,775         294,493   

EOG Resources, Inc.

     4,093         424,608   

Exxon Mobil Corp.

     75,227         6,051,260   

Freeport-McMoRan Copper & Gold, Inc.

     18,762         742,975   
 

 

 

www.jamfunds.com  

 

    9


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND | November 30, 2011

 

 

Security Description    Shares      Value  

United States (continued)

     

Halliburton Co.

     14,221       $ 523,333   

Hecla Mining Co.

     8,623         53,376   

Hess Corp.

     4,947         297,908   

Intrepid Potash, Inc.*

     6,427         148,849   

Marathon Oil Corp.

     10,949         306,134   

Monsanto Co.

     65,711         4,826,473   

The Mosaic Co.

     11,709         617,767   

National Oilwell Varco, Inc.

     6,497         465,835   

Newmont Mining Corp.

     15,191         1,046,356   

Noble Energy, Inc.

     2,667         262,406   

Nucor Corp.

     6,227         245,531   

Occidental Petroleum Corp.

     12,420         1,228,338   

Peabody Energy Corp.

     4,154         162,961   

Royal Gold, Inc.

     1,593         129,750   

Southern Copper Corp.

     3,271         101,826   

Southwestern Energy Co.*

     5,240         199,382   

United States Steel Corp.

     2,834         77,368   

Valero Energy Corp.

     8,770         195,308   

The Williams Co., Inc.

     9,031         291,521   
     

 

 

 
        35,343,186   
     

 

 

 

    

     

TOTAL COMMON STOCKS

(Cost $99,844,984)

        91,161,528   
     

 

 

 

    

     

TOTAL INVESTMENTS (99.59%)

(Cost $99,844,984)

  

  

     91,161,528   

    

     

NET OTHER ASSETS AND LIABILITIES (0.41%)

        377,816   
     

 

 

 

    

     

NET ASSETS (100.00%)

      $ 91,539,344   
     

 

 

 

 

*

Non-income producing security.

(a) 

Less than 0.005% of Net Assets.

(b) 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At period end, the market value of this security restricted under Rule 144A was $775,680, representing 0.85% of the Fund’s net assets.

(c) 

These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. At the period end, the aggregate market value of this security was $1,243,973, representing 1.36% of the Fund’s net assets.

Common Abbreviations:

ADR

- American Depositary Receipt.

AG

- Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

ASA

- Allmennaksjeselskap is the Norwegian term for public limited company.

BHD

- Berhad (in Malaysia; equivalent to Public Limited Company).

GDR

- Global Depository Receipt.

Ltd.

- Limited.

N.V.

- Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

OAO

- Otkytoe Aktsionernoe Obshchestvo (open Joint Stock Corporation) is a Russian term for a stock-based corporation.

Plc

- Public Limited Co.

SA

- Generally designated corporations in various countries, mostly those employing the civil law.

SAB de CV -A variable capital company.

SpA

- Società Per Azioni is an Italian shared company.

See Notes to Financial Statements.

 

 

 

10  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

    JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND | November 30, 2011

 

Security Description    Shares      Value  

COMMON STOCKS (99.50%)

  

  

Australia (4.35%)

     

Incitec Pivot, Ltd.

     98,157       $ 323,686   

Nufarm, Ltd.*

     15,098         73,673   
     

 

 

 
        397,359   
     

 

 

 

    

     

Bermuda (5.10%)

     

Bunge, Ltd.

     6,900         431,250   

Sinofert Holdings, Ltd.

     116,000         34,760   
     

 

 

 
        466,010   
     

 

 

 

    

     

Canada (12.75%)

     

Agrium, Inc.

     5,235         368,600   

Potash Corp. of Saskatchewan, Inc.

     13,382         585,162   

Viterra, Inc.

     20,542         210,521   
     

 

 

 
        1,164,283   
     

 

 

 

    

     

Cayman Islands (0.00%)(a)

     

Chaoda Modern Agriculture Holdings, Ltd.

     172,000         221   
     

 

 

 

    

     

Chile (1.77%)

     

Sociedad Quimica y Minera de Chile SA, ADR

     2,821         161,756   
     

 

 

 

    

     

China (0.99%)

     

China BlueChemical, Ltd., Class H

     116,000         90,556   
     

 

 

 

    

     

Germany (4.05%)

     

K+S AG

     6,824         370,109   
     

 

 

 

    

     

Hong Kong (0.82%)

     

China Agri-Industries Holdings, Ltd.

     102,000         74,905   
     

 

 

 

    

     

Israel (5.04%)

     

Israel Chemicals, Ltd.

     28,071         299,668   

The Israel Corp., Ltd.

     246         160,904   
     

 

 

 
        460,572   
     

 

 

 

    

     

Malaysia (6.91%)

     

Genting Plantations BHD

     15,600         39,902   

IOI Corp. BHD

     155,800         245,574   

Kuala Lumpur Kepong BHD

     28,545         193,084   

PPB Group BHD

     30,200         152,592   
     

 

 

 
        631,152   
     

 

 

 

    

     

Mauritius (2.36%)

     

Golden Agri-Resources, Ltd.

     395,000         215,805   
     

 

 

 

    

     

Netherlands (2.29%)

     

CNH Global N.V.*

     1,792         71,178   

Nutreco Holding N.V.

     2,110         138,114   
     

 

 

 
        209,292   
     

 

 

 
Security Description    Shares      Value  

Norway (3.52%)

     

Yara International ASA

     7,932       $ 320,932   
     

 

 

 

    

     

Russia (4.14%)

     

Uralkali, Sponsored GDR(b)

     9,355         377,848   
     

 

 

 

    

     

Singapore (6.97%)

     

Olam International, Ltd.

     124,000         221,628   

Wilmar International, Ltd.

     105,000         414,673   
     

 

 

 
        636,301   
     

 

 

 

    

     

Switzerland (5.36%)

     

Syngenta AG*

     1,666         489,833   
     

 

 

 

    

     

Taiwan (1.07%)

     

Taiwan Fertilizer Co., Ltd.

     42,000         97,340   
     

 

 

 

    

     

United States (32.01%)

     

AGCO Corp.*

     6,219         284,519   

Archer-Daniels-Midland Co.

     17,570         529,208   

CF Industries Holdings, Inc.

     2,467         344,887   

Corn Products International, Inc.

     4,946         257,143   

Deere & Co.

     6,466         512,430   

Intrepid Potash, Inc.*

     3,419         79,184   

Monsanto Co.

     8,338         612,426   

The Mosaic Co.

     5,754         303,581   
     

 

 

 
        2,923,378   
     

 

 

 

    

     

TOTAL COMMON STOCKS

(Cost $10,256,587)

        9,087,652   
     

 

 

 

    

     

TOTAL INVESTMENTS (99.50%)

(Cost $10,256,587)

  

  

     9,087,652   

    

  

  

NET OTHER ASSETS AND LIABILITIES (0.50%)

        45,727   
     

 

 

 

    

     

NET ASSETS (100.00%)

      $ 9,133,379   
     

 

 

 

 

*

Non-income producing security.

(a) 

Less than 0.005% of Net Assets.

(b) 

These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. At the period end, the aggregate market value of this security was $377,848, representing 4.14% of the Fund’s net assets.

 

 

 

www.jamfunds.com  

 

    11


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

   

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND | November 30, 2011

 

 

Common Abbreviations:

ADR

- American Depositary Receipt.

AG

- Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

ASA

- Allmennaksjeselskap is the Norwegian term for public limited company.

BHD

- Berhad (in Malaysia; equivalent to Public Limited Company).

GDR

- Global Depository Receipt.

Ltd

- Limited.

N.V.

- Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

SA

- Generally designated corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.

 

 

12  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

   

JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX FUND | November 30, 2011

 

 

Security Description    Shares      Value  

COMMON STOCKS (99.11%)

     

Australia (1.51%)

     

Fortescue Metals Group, Ltd.

     10,765       $ 50,207   
     

 

 

 

    

     

Brazil (8.20%)

     

Companhia Siderurgica Nacional SA, ADR

     7,886         65,454   

Gerdau SA, ADR

     8,009         61,509   

Vale SA, ADR

     6,264         145,638   
     

 

 

 
        272,601   
     

 

 

 

    

     

Canada (9.43%)

     

Cameco Corp.

     3,890         73,917   

First Quantum Minerals, Ltd.

     4,607         93,341   

Teck Resources, Ltd., Class B

     3,980         146,204   
     

 

 

 
        313,462   
     

 

 

 

    

     

China (0.86%)

     

Jiangxi Copper Co., Ltd.,
Class H

     13,000         28,657   
     

 

 

 

    

     

Germany (2.82%)

     

ThyssenKrupp AG

     3,640         93,688   
     

 

 

 

    

     

Great Britain (0.65%)

     

Evraz Plc*

     3,570         21,561   
     

 

 

 

    

     

India (0.48%)

     

Sterlite Industries India, Ltd., ADR

     1,986         16,007   
     

 

 

 

    

     

Japan (7.88%)

     

JFE Holdings, Inc.

     4,800         85,884   

Nippon Steel Corp.

     50,000         117,867   

Sumitomo Metal Industries, Ltd.

     34,000         58,251   
     

 

 

 
        262,002   
     

 

 

 

    

     

Luxembourg (4.37%)

     

ArcelorMittal

     7,733         145,216   
     

 

 

 

    

     

Mexico (3.00%)

     

Grupo Mexico SAB de CV, Series B

     36,994         99,581   
     

 

 

 

    

     

Norway (1.07%)

     

Norsk Hydro ASA

     7,400         35,482   
     

 

 

 

    

     

Russia (3.98%)

     

Mechel Steel Group, ADR

     1,353         14,734   

Mining and Metallurgical Co. Norilsk Nickel OJSC, ADR

     6,699         117,702   
     

 

 

 
        132,436   
     

 

 

 

    

     

South Africa (1.06%)

     

Kumba Iron Ore, Ltd.

     564         35,377   
     

 

 

 

    

     

South Korea (4.20%)

     

POSCO

     428         139,520   
     

 

 

 
Security Description    Shares      Value  

Taiwan (2.79%)

     

China Steel Corp.

     96,583       $ 92,657   
     

 

 

 

    

     

United Kingdom (28.12%)

     

Anglo American Plc

     4,597         174,970   

Antofagasta Plc

     3,404         63,389   

BHP Billiton Plc

     7,529         230,793   

Kazakhmys Plc

     2,512         36,545   

Rio Tinto Plc

     5,047         265,047   

Xstrata Plc

     10,235         163,713   
     

 

 

 
        934,457   
     

 

 

 

    

     

United States (18.69%)

     

Alcoa, Inc.

     10,437         104,579   

Allegheny Technologies, Inc.

     924         46,403   

Cliffs Natural Resources, Inc.

     1,423         96,494   

Freeport-McMoRan Copper & Gold, Inc.

     4,103         162,479   

Nucor Corp.

     3,096         122,075   

Southern Copper Corp.

     1,626         50,617   

United States Steel Corp.

     1,409         38,466   
     

 

 

 
        621,113   
     

 

 

 

    

     

TOTAL COMMON STOCKS

(Cost $4,320,765)

        3,294,024   
     

 

 

 

    

     

TOTAL INVESTMENTS (99.11%)

(Cost $4,320,765)

  

  

     3,294,024   

    

     

NET OTHER ASSETS AND LIABILITIES (0.89%)

        29,595   
     

 

 

 

    

     

NET ASSETS (100.00%)

      $ 3,323,619   
     

 

 

 

 

*

Non-income producing security.

Common Abbreviations:

ADR

- American Depositary Receipt.

AG

- Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

ASA

- Allmennaksjeselskap is the Norwegian term for public limited company.

Ltd.

- Limited.

OJSC

- Opened Joint Stock Company.

Plc

- Public Limited Co.

SA

- Generally designated corporations in various countries, mostly those employing the civil law.

SAB de CV - A variable capital company.

See Notes to Financial Statements.

 

 

 

www.jamfunds.com  

 

    13


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

SCHEDULE OF INVESTMENTS

    JEFFERIES | TR/J CRB WILDCATTERS EXPLORATION & PRODUCTION EQUITY ETF | November 30, 2011

 

Security Description    Shares      Value  

COMMON STOCKS (99.84%)

  

  

Canada (38.31%)

     

Advantage Oil & Gas, Ltd.*

     46,884       $ 216,725   

Angle Energy, Inc.*

     18,253         126,205   

Bankers Petroleum, Ltd.*

     68,344         342,140   

Birchcliff Energy, Ltd.*

     25,472         349,982   

BNK Petroleum, Inc.*

     29,679         45,244   

Canadian Energy Services & Technology Corp.

     12,262         148,941   

Celtic Exploration, Ltd.*

     22,689         551,186   

Cequence Energy, Ltd.*

     26,619         88,228   

Crew Energy, Inc.*

     32,973         378,131   

Daylight Energy, Ltd.

     58,788         574,148   

Delphi Energy Corp.*

     32,425         70,160   

Fairborne Energy, Ltd.*

     27,843         90,916   

Guide Exploration, Ltd., Class A*

     22,869         70,401   

Ivanhoe Energy, Inc.*

     82,081         82,343   

Legacy Oil & Gas, Inc.*

     36,388         328,181   

Midway Energy, Ltd.*

     20,960         65,761   

NAL Energy Corp.

     42,575         316,564   

NuVista Energy, Ltd.

     26,249         116,691   

Open Range Energy Corp.*

     18,710         36,803   

Petrobank Energy & Resources, Ltd.*

     28,588         258,677   

Southern Pacific Resource Corp.*

     96,430         138,468   

TransGlobe Energy Corp.*

     18,603         153,142   

Twin Butte Energy, Ltd.*

     36,812         83,273   

Westfire Energy, Ltd.*

     16,780         77,402   

Whitecap Resources, Inc.*

     19,284         162,352   
     

 

 

 
        4,872,064   
     

 

 

 

    

     

United States (61.53%)

     

Abraxas Petroleum Corp.*

     22,898         82,662   

Approach Resources, Inc.*

     7,196         225,091   

ATP Oil & Gas Corp.*

     12,743         93,534   

Bill Barrett Corp.*

     13,286         518,154   

BPZ Resources, Inc.*

     25,348         80,860   

C&J Energy Services, Inc.*

     4,459         87,575   

Callon Petroleum Co.*

     11,022         59,188   

Carrizo Oil & Gas, Inc.*

     10,334         294,106   

Clayton Williams Energy, Inc.*

     1,587         117,374   

Comstock Resources, Inc.*

     12,815         213,113   

Contango Oil & Gas Co.*

     3,781         238,203   

Endeavour International Corp.*

     9,434         65,189   

Energy Partners, Ltd.*

     8,236         113,822   

Energy XXI (Bermuda), Ltd.*

     20,180         634,459   

FX Energy, Inc.*

     14,230         67,877   

GeoResources, Inc.*

     5,645         160,939   

GMX Resources, Inc.*

     16,521         21,808   

Goodrich Petroleum Corp.*

     7,422         108,213   

Gran Tierra Energy, Inc.*

     71,279         454,980   

Gulfport Energy Corp.*

     11,916         378,333   

Harvest Natural Resources, Inc.*

     9,312         85,205   

Houston American Energy Corp.

     5,088         71,283   
Security Description    Shares      Value  

United States (continued)

     

Hyperdynamics Corp.*

     40,618       $ 149,474   

Magnum Hunter Resources Corp.*

     30,941         148,826   

Northern Oil and Gas, Inc.*

     15,666         383,660   

Penn Virginia Corp.

     12,941         68,587   

Petroleum Development Corp.*

     6,634         222,571   

Petroquest Energy, Inc.*

     15,929         109,432   

Quicksilver Resources, Inc.*

     33,775         273,577   

Rex Energy Corp.*

     9,277         149,824   

Rosetta Resources, Inc.*

     14,791         803,743   

Stone Energy Corp.*

     13,038         368,845   

Swift Energy Co.*

     11,850         348,271   

Vaalco Energy, Inc.*

     15,771         99,357   

Vanguard Natural Resources LLC

     7,408         196,016   

Venoco, Inc.*

     8,555         79,733   

W&T Offshore, Inc.

     9,810         196,396   

Warren Resources, Inc.*

     19,713         56,182   
     

 

 

 
        7,826,462   
     

 

 

 

    

     

TOTAL COMMON STOCKS

(Cost $16,121,783)

        12,698,526   
     

 

 

 

    

     

WARRANTS (0.00%)

     

United States (0.00%)

     

Magnum Hunter Resources Corp.,strike price $10.50, Expires 10/14/13*

     3,271         0   
     

 

 

 

    

     

TOTAL WARRANTS

(Cost $0)

        0   
     

 

 

 

    

     

TOTAL INVESTMENTS (99.84%)

(Cost $16,121,783)

  

  

     12,698,526   

    

  

  

NET OTHER ASSETS AND LIABILITIES (0.16%)

        20,610   
     

 

 

 

    

     

NET ASSETS (100.00%)

      $ 12,719,136   
     

 

 

 

 

*

Non-income producing security.

Common Abbreviations:

LLC - Limited Liability Company.

Ltd. - Limited.

See Notes to Financial Statements.

 

 

 

14  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF ASSETS & LIABILITIES

   

November 30, 2011

 

 

 

    

Jefferies | TR/J CRB

Global Commodity
Equity Index Fund

     Jefferies | TR/J CRB
Global Agriculture
Equity Index Fund
     Jefferies | TR/J CRB
Global Industrial Metals
Equity Index Fund
     Jefferies | TR/J CRB
Wildcatters Exploration
& Production Equity ETF
 

ASSETS:

           

Investments, at value

   $ 91,161,528       $ 9,087,652       $ 3,294,024       $ 12,698,526   

Cash

     138,052         26,982         22,871         13,013   

Foreign currency, at value (Cost $25,086, $2,749, $4,184 and $10,858, respectively)

     25,181         2,710         4,135         10,906   

Foreign tax reclaims

     43,184         2,673         1,691           

Interest and dividends receivable

     222,442         18,281         2,656         3,345   

 

 

Total Assets

     91,590,387         9,138,298         3,325,377         12,725,790   

 

 

LIABILITIES:

           

Payable to advisor

     51,043         4,919         1,758         6,654   

 

 

Total Liabilities

     51,043         4,919         1,758         6,654   

 

 

NET ASSETS

   $ 91,539,344       $ 9,133,379       $ 3,323,619       $ 12,719,136   

 

 

NET ASSETS CONSIST OF:

  

Paid-in capital

   $ 102,379,141       $ 10,398,137       $ 4,551,725       $ 16,593,808   

Undistributed net investment income

     192,426         28,609         6,499           

Accumulated net realized loss on investments and foreign currency transactions

     (2,350,619)         (124,696)         (207,798)         (451,487)   

Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies

     (8,681,604)         (1,168,671)         (1,026,807)         (3,423,185)   

 

 

NET ASSETS

   $ 91,539,344       $ 9,133,379       $ 3,323,619       $ 12,719,136   

 

 

INVESTMENTS, AT COST

   $ 99,844,984       $ 10,256,587       $ 4,320,765       $ 16,121,783   

PRICING OF SHARES

  

Net Assets

   $ 91,539,344       $ 9,133,379       $ 3,323,619       $ 12,719,136   

Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)

     2,050,017         200,001         100,000         300,000   

Net Asset Value, offering and redemption price per share

   $ 44.65       $ 45.67       $ 33.24       $ 42.40   

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    15


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF OPERATIONS

   

November 30, 2011

 

 

    

Jefferies | TR/J CRB

Global Commodity Equity Index Fund

    

Jefferies | TR/J CRB

Global Agriculture Equity Index Fund

 
     For the Period
January 1, 2011 to
November 30, 2011(a)
     For the Year Ended
December 31, 2010
     For the Period
January 1, 2011 to
November 30, 2011(a)
     For the Year Ended
December 31, 2010
 

INVESTMENT INCOME:

  

Dividends(b)

   $ 2,270,769       $ 1,317,325       $ 164,184       $ 62,852   

 

 

Total Investment Income

     2,270,769         1,317,325         164,184         62,852   

 

 

EXPENSES:

           

Investment advisory fee

     760,339         493,500         66,309         27,743   

 

 

Total Net Expenses

     760,339         493,500         66,309         27,743   

 

 

NET INVESTMENT INCOME

     1,510,430         823,825         97,875         35,109   

 

 

Net realized gain/(loss) on investments

     7,331,222         (422,061)         521,182         136,139   

Net realized loss on foreign currency transactions

     (78,592)         (42,429)         (5,001)         (1,549)   

Net change in unrealized appreciation/ (depreciation) on investments

     (23,593,900)         11,819,513         (2,332,587)         898,923   

Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities denominated in foreign currencies

     (888)         2,613         67         163   

 

 

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

     (16,342,158)         11,357,636         (1,816,339)         1,033,676   

 

 
           

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ (14,831,728)       $ 12,181,461       $ (1,718,464)       $ 1,068,785   

 

 

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Net of foreign tax withholdings of $143,298, $98,777, $11,396 and $4,626, respectively.

See Notes to Financial Statements.

 

 

16  

 

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Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF OPERATIONS

   

 

    

Jefferies | TR/J CRB

Global Industrial Metals Equity Index Fund

     Jefferies | TR/J CRB
Wildcatters Exploration & Production Equity ETF
 
     For the Period
January 1, 2011 to
November 30, 2011(a)
     For the Year Ended
December 31, 2010
     For the Period
January 1, 2011 to
November 30, 2011(a)
     For the Period Ended
January 20, 2010
(Inception) through
December 31, 2010
 

INVESTMENT INCOME:

           

Dividends(b)

   $ 111,124       $ 83,798       $ 89,131       $ 32,611   

 

 

Total Investment Income

     111,124         83,798         89,131         32,611   

 

 

EXPENSES:

           

Investment advisory fee

     28,644         32,116         118,868         37,261   

 

 

Total Net Expenses

     28,644         32,116         118,868         37,261   

 

 

NET INVESTMENT INCOME/(LOSS)

     82,480         51,682         (29,737)         (4,650)   

 

 

Net realized gain/(loss) on investments

     371,001         (337,596)         1,767,593         330,002   

Net realized gain/(loss) on foreign currency transactions

     (3,128)         (1,931)         (3,822)         833   

Net change in unrealized appreciation/ (depreciation) on investments

     (1,929,298)         591,980         (5,512,185)         2,088,928   

Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities denominated in foreign currencies

     (117)         56         4         68   

 

 

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

     (1,561,542)         252,509         (3,748,410)         2,419,831   

 

 
           

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ (1,479,062)       $ 304,191       $ (3,778,147)       $ 2,415,181   

 

 

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Net of foreign tax withholdings of $7,523, $6,191, $10,542 and $3,316, respectively.

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    17


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF CHANGES IN NET ASSETS

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND

 

 

    

For the Period

January 1, 2011 to

November 30, 2011(a)

   

For the Year Ended

December 31, 2010

   

For the Period

September 21, 2009

(Inception) through

December 31, 2009

 

OPERATIONS:

      

Net investment income

   $ 1,510,430      $ 823,825      $ 199,284   

Net realized gain/(loss) on investments and foreign currency transactions

     7,252,630        (464,490     (58,266

Net change in unrealized appreciation/ (depreciation) on investments and foreign currency

     (23,594,788     11,822,126        3,091,058   

 

 

Net increase/(decrease) in net assets resulting from operations

     (14,831,728     12,181,461        3,232,076   

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

      

From net investment income

     (1,248,722     (873,185     (202,000

 

 

Total distributions

     (1,248,722     (873,185     (202,000

 

 

    

      

SHARE TRANSACTIONS:

      

Proceeds from sale of shares

     55,309,332        51,567,090        69,712,566   

Cost of shares redeemed

     (58,690,822     (22,531,834     (2,084,890

 

 

Net increase/(decrease) from share transactions

     (3,381,490     29,035,256        67,627,676   

 

 

Net increase/(decrease) in net assets

     (19,461,940     40,343,532        70,657,752   

 

 

NET ASSETS:

      

Beginning of period

     111,001,284        70,657,752          

 

 

End of period*

   $ 91,539,344      $ 111,001,284      $ 70,657,752   

 

 

    

      

*Including (over)/undistributed net investment income of:

   $ 192,426      $ (27,176   $ (9,317

Other Information:

      

SHARE TRANSACTIONS:

      

Beginning shares

     2,250,001        1,650,000          

Shares sold

     1,050,016        1,150,001        1,700,000   

Shares redeemed

     (1,250,000     (550,000     (50,000

 

 

Shares outstanding, end of period

     2,050,017        2,250,001        1,650,000   

 

 

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

 

18  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF CHANGES IN NET ASSETS

   

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND

 

 

    

For the Period

January 1, 2011 to

November 30, 2011(a)

   

For the Year Ended

December 31, 2010

   

For the Period

October 27, 2009 (Inception)

through December 31, 2009

 

OPERATIONS:

      

Net investment income

   $ 97,875      $ 35,109      $ 22,578   

Net realized gain on investments and foreign currency transactions

     516,181        134,590        30,997   

Net change in unrealized appreciation/ (depreciation) on investments and foreign currency

     (2,332,520     899,086        264,763   

 

 

Net increase/(decrease) in net assets resulting from operations

     (1,718,464     1,068,785        318,338   

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

      

From net investment income

     (73,725     (71,522     (25,500

 

 

Total distributions

     (73,725     (71,522     (25,500

 

 

    

      

SHARE TRANSACTIONS:

      

Proceeds from sale of shares

     13,283,828        7,283,996        3,930,030   

Cost of shares redeemed

     (10,188,456     (4,673,931       

 

 

Net increase from share transactions

     3,095,372        2,610,065        3,930,030   

 

 

Net increase in net assets

     1,303,183        3,607,328        4,222,868   

 

 

NET ASSETS:

      

Beginning of period

     7,830,196        4,222,868          

 

 

End of period*

   $ 9,133,379      $ 7,830,196      $ 4,222,868   

 

 
      

*Including (over)/undistributed net investment income of:

   $ 28,609      $ (58   $ (2,653

Other Information:

      

SHARE TRANSACTIONS:

      

Beginning shares

     150,000        100,000          

Shares sold

     250,001        150,000        100,000   

Shares redeemed

     (200,000     (100,000       

 

 

Shares outstanding, end of period

     200,001        150,000        100,000   

 

 

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    19


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF CHANGES IN NET ASSETS

   

JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX FUND

 

 

     For the Period
January 1, 2011 to
November 30, 2011(a)
    For the Year Ended
December 31, 2010
    For the Period
October 27, 2009 (Inception)
through December 31, 2009
 

OPERATIONS:

      

Net investment income/(loss)

   $ 82,480      $ 51,682      $ (264

Net realized gain/(loss) on investments and foreign currency transactions

     367,873        (339,527     (503

Net change in unrealized appreciation/ (depreciation) on investments and foreign currency

     (1,929,415     592,036        310,572   

 

 

Net increase/(decrease) in net assets resulting from operations

     (1,479,062     304,191        309,805   

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

      

From net investment income

     (74,108     (50,139       

 

 

Total distributions

     (74,108     (50,139       

 

 

    

      

SHARE TRANSACTIONS:

      

Proceeds from sale of shares

     6,652,719        8,585,907        3,941,376   

Cost of shares redeemed

     (6,680,517     (8,186,553       

 

 

Net increase/(decrease) from share transactions

     (27,798     399,354        3,941,376   

 

 

Net increase/(decrease) in net assets

     (1,580,968     653,406        4,251,181   

 

 

NET ASSETS:

      

Beginning of period

     4,904,587        4,251,181          

 

 

End of period*

   $ 3,323,619      $ 4,904,587      $ 4,251,181   

 

 

    

      

*Including (over)/undistributed net investment income of:

   $ 6,499      $ 1,255      $ (1,010

Other Information:

      

SHARE TRANSACTIONS:

      

Beginning shares

     100,000        100,000          

Shares sold

     150,000        200,000        100,000   

Shares redeemed

     (150,000     (200,000       

 

 

Shares outstanding, end of period

     100,000        100,000        100,000   

 

 

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

 

20  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

STATEMENTS OF CHANGES IN NET ASSETS

   

JEFFERIES | TR/J CRB WILDCATTERS EXPLORATION & PRODUCTION EQUITY ETF

 

 

     For the Period
January 1, 2011 to
November 30, 2011(a)
    For the Period Ended
January 20, 2010
(Inception) through
December 31, 2010
 

OPERATIONS:

    

Net investment loss

   $ (29,737   $ (4,650

Net realized gain on investments and foreign currency transactions

     1,763,771        330,835   

Net change in unrealized appreciation/(depreciation) on investments and foreign currency

     (5,512,181     2,088,996   

 

 

Net increase/(decrease) in net assets resulting from operations

     (3,778,147     2,415,181   

 

 

SHARE TRANSACTIONS:

    

Proceeds from sale of shares

     21,212,244        18,794,978   

Cost of shares redeemed

     (19,525,348     (6,399,772

 

 

Net increase from share transactions

     1,686,896        12,395,206   

 

 

Net increase/(decrease) in net assets

     (2,091,251     14,810,387   

 

 

    

    

NET ASSETS:

    

Beginning of period

     14,810,387          

 

 

End of period*

   $ 12,719,136      $ 14,810,387   

 

 

*Including overdistributed net investment income of:

   $      $   

    

    

Other Information:

    

SHARE TRANSACTIONS:

    

Beginning shares

     300,000          

Shares sold

     400,000        450,000   

Shares redeemed

     (400,000     (150,000

 

 

Shares outstanding, end of period

     300,000        300,000   

 

 

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    21


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

FINANCIAL HIGHLIGHTS

   

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND

For a Share Outstanding Throughout the Periods Presented

 

 

    

For the Period

January 1, 2011 to

November 30, 2011(a)

 

For the Year Ended

December 31, 2010

 

For the Period Ended

September 21, 2009
(Inception) through

December 31, 2009

NET ASSET VALUE, BEGINNING OF PERIOD

     $ 49.33       $ 42.82       $ 39.74  

INCOME/(LOSS) FROM OPERATIONS:

            

Net investment income

                   0.58 (b)       0.46 (b)       0.12  

Net realized and unrealized gain/(loss) on investments

       (4.78 )       6.54         3.08  

Total from Investment Operations

       (4.20 )                   7.00                     3.20  

LESS DISTRIBUTIONS:

            

From net investment income

       (0.48 )       (0.49 )       (0.12 )

Total Distributions

       (0.48 )       (0.49 )       (0.12 )

NET INCREASE/(DECREASE) IN NET ASSET VALUE

       (4.68 )       6.51         3.08  

NET ASSET VALUE, END OF PERIOD

     $ 44.65       $ 49.33       $ 42.82  

TOTAL RETURN(c)

       (8.56 )%       16.60 %       8.06 %

RATIOS/ SUPPLEMENTAL DATA:

            

Net assets, end of period (in 000s)

     $ 91,539       $ 111,001       $ 70,658  

RATIOS TO AVERAGE NET ASSETS:

            

Net investment income

       1.29 %(d)       1.09 %       1.53 %(d)

Operating Expenses

       0.65 %(d)       0.65 %       0.65 %(d)

PORTFOLIO TURNOVER RATE(e)

       10 %       18 %       7 %

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b)  

Calculated using average shares outstanding.

(c)  

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d)  

Annualized.

(e)  

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

 

22  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

FINANCIAL HIGHLIGHTS

   

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND

For a Share Outstanding Throughout the Periods Presented

 

 

    

For the Period

January 1, 2011 to
November 30,  2011(a)

 

For the Year Ended

December 31, 2010

 

For the Period Ended

October 27, 2009

(Inception) through
December 31, 2009

 

NET ASSET VALUE, BEGINNING OF PERIOD

     $ 52.20       $ 42.23       $ 39.30  

INCOME/(LOSS) FROM OPERATIONS:

            

Net investment income

                   0.45 (b)       0.35 (b)       0.23  

Net realized and unrealized gain/(loss) on investments

       (6.67 )       10.34         2.96  

Total from Investment Operations

       (6.22 )               10.69                     3.19  

LESS DISTRIBUTIONS:

            

From net investment income

       (0.31 )       (0.72 )       (0.26 )

Total Distributions

       (0.31 )       (0.72 )       (0.26 )

NET INCREASE/(DECREASE) IN NET ASSET VALUE

       (6.53 )       9.97         2.93  

NET ASSET VALUE, END OF PERIOD

     $ 45.67       $ 52.20       $ 42.23  

TOTAL RETURN(c)

       (11.97 )%       25.60 %       8.10 %

RATIOS/ SUPPLEMENTAL DATA:

            

Net assets, end of period (in 000s)

     $ 9,133       $ 7,830       $ 4,223  

RATIOS TO AVERAGE NET ASSETS:

            

Net investment income

       0.96 %(d)       0.82 %       3.03 %(d)

Operating Expenses

       0.65 %(d)       0.65 %       0.65 %(d)

PORTFOLIO TURNOVER RATE(e)

       10 %       16 %       9 %

 

(a)  

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b)  

Calculated using average shares outstanding.

(c)  

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d)  

Annualized.

(e) 

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    23


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

FINANCIAL HIGHLIGHTS

   

JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX FUND

For a Share Outstanding Throughout the Periods Presented

 

 

     For the Period
January 1, 2011 to
November 30, 2011(a)
    For the Year Ended
December 31, 2010
    For the Period Ended
October 27, 2009
(Inception) through
December 31, 2009
 

NET ASSET VALUE, BEGINNING OF PERIOD

   $ 49.05      $ 42.51      $ 39.41   

INCOME/(LOSS) FROM OPERATIONS:

  

Net investment income/(loss)

     0.74 (b)      0.42 (b)       (0.00 )(c)  

Net realized and unrealized gain/(loss) on investments

     (15.85     6.59        3.10   

Total from Investment Operations

     (15.11     7.01        3.10   

LESS DISTRIBUTIONS:

      

From net investment income

     (0.70     (0.47       

Total Distributions

     (0.70     (0.47       

NET INCREASE/(DECREASE) IN NET ASSET VALUE

     (15.81     6.54        3.10   

NET ASSET VALUE, END OF PERIOD

   $ 33.24      $ 49.05      $ 42.51   
                          

TOTAL RETURN(d)

     (31.01 )%      16.86     7.87

RATIOS/ SUPPLEMENTAL DATA:

  

Net assets, end of period (in 000s)

   $ 3,324      $ 4,905      $ 4,251   

RATIOS TO AVERAGE NET ASSETS:

  

Net investment income/(loss)

     1.87 %(e)       1.05     (0.04 )%(e)  

Operating Expenses

     0.65 %(e)       0.65     0.65 %(e)  

PORTFOLIO TURNOVER RATE(f)

     14     17     5

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Calculated using average shares outstanding.

(c) 

Less than $(0.005) per share.

(d) 

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(e) 

Annualized.

(f)

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

 

24  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

FINANCIAL HIGHLIGHTS

   

JEFFERIES | TR/J CRB WILDCATTERS EXPLORATION & PRODUCTION EQUITY ETF

For a Share Outstanding Throughout the Period Presented

 

 

     For the Period
January 1, 2011 to
November 30, 2011
(a)
    For the Period
January 20, 2010
(Inception) through
December 31, 2010
 

NET ASSET VALUE, BEGINNING OF PERIOD

   $ 49.37      $ 40.23   

INCOME/(LOSS) FROM OPERATIONS:

  

Net investment loss(b)

     (0.07     (0.03

Net realized and unrealized gain/(loss) on investments

     (6.90     9.17   

Total from Investment Operations

     (6.97     9.14   

NET INCREASE IN NET ASSET VALUE

     (6.97     9.14   

NET ASSET VALUE, END OF PERIOD

   $ 42.40      $ 49.37   
                  

TOTAL RETURN(c)

     (14.12 )%      22.72
    

RATIOS/ SUPPLEMENTAL DATA:

    

Net assets, end of period (in 000s)

   $ 12,719      $ 14,810   
    

RATIOS TO AVERAGE NET ASSETS:

    

Net investment loss

     (0.16 )%(d)       (0.08 )%(d)  

Operating Expenses

     0.65 %(d)       0.65 %(d)  

PORTFOLIO TURNOVER RATE(e)

     14     34

 

(a) 

Effective March 7, 2011, the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Calculated using average shares outstanding.

(c) 

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d) 

Annualized.

(e) 

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

 

www.jamfunds.com  

 

    25


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2011, the Trust consists of seven separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the Jefferies | TR/J CRB Global Commodity Equity Index Fund, Jefferies | TR/J CRB Global Agriculture Equity Index Fund, Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund and Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF (the “Funds”). The investment objective of the Funds is to seek investment results that correspond generally to the price and yield (before the Funds’ fees and expenses) of the Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index, the Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index and the Thomson Reuters/Jefferies CRB Wildcatters Energy Exploration & Production Equity Index (the “Underlying Indices”), respectively.

The Funds’ Shares (“Shares”) are listed on the New York Stock Exchange (“NYSE”) Arca. The Funds issue and redeem Shares, at net asset value (“NAV”) in blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Funds.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

A. Portfolio Valuation

The Funds’ NAV is determined daily, as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. The NAV is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.

Portfolio securities listed on any exchange other than the National Association of Securities Dealer Automated Quotation (“NAS-DAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Portfolio securities traded in the over-the-counter market, but excluding securities traded on the NASDAQ, are valued at the closing bid prices. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.

The Funds’ investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees (the “Board”). When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued in good faith by or under the direction of the Board. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; a security whose market price is not available from a pre-established primary pricing source or the pricing source is not willing to provide a price; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Funds’ NAV or make it difficult or impossible to obtain a reliable market quotation; or a security whose price, as provided by the pricing service, does not reflect the security’s “fair value” due to the security being de-listed from a national exchange or the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open. As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

 

 

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Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

B. Foreign Currency Translation and Foreign Investments

The Funds invest in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. Corporations. The accounting records of the Funds are maintained in U.S. dollars. Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

Portfolio securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Amounts related to the purchases and sales of securities and investment income are translated into U.S. dollars at the prevailing exchange rate on the respective dates of transactions. The effects of changes in foreign currency exchange rates on portfolio investments are included in the net realized and unrealized gains and losses on investments. Net gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

C. Securities Transactions and Investment Income

Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis.

D. Federal Tax Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Funds’ capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the period ended November 30, 2011, permanent book and tax differences resulting primarily from differing treatment of foreign currency and in-kind transactions were identified and reclassified among the components of the Funds’ net assets as follows:

 

    Undistributed
Net Investment
Income/(Loss)
   

Accumulated

Net Realized

Gain/(Loss)

    Paid-in Capital  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

  $ (42,106   $ (8,114,581   $ 8,156,687   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

    4,517        (638,131     633,614   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

    (3,128     (408,574     411,702   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

    29,737        (2,198,570     2,168,833   

Included in the amounts reclassified was a net operating loss offset to Paid in Capital of:

 

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

      $         49,926   

Net investment income/(loss) and net realized (loss), as disclosed on the Statements of Operations, and net assets were not affected by this reclassification.

Under the Regulated Investment Company Modernization Act of 2010 (“the Modernization Act”), net capital losses recognized in tax years beginning after December 22, 2010 may be carried forward indefinitely, and the character of the losses is retained as short-term and/or long-term. Under the law in effect prior to the Modernization Act, net capital losses were carried forward for eight years and treated as short-term. As a transition rule, the Modernization Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law.

 

 

 

www.jamfunds.com  

 

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Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

At November 30, 2011, the Funds had available for tax purposes unused pre-enactment capital loss carryforwards as follows:

 

        Expiring December 31, 2018  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

    $ 684,426   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

      0   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

      110,168   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

      0   

At November 30, 2011, the Funds have available for tax purposes unused post-enactment capital loss carryforwards as follows:

 

    Short-Term     Long-Term  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

  $ 856,228      $ 177,522   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

    105,872        3,014   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

    29,207        41,384   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

    353,754        192,142   

E. Dividends and Distributions to Shareholders

Dividends from net investment income of the Funds, if any, are declared and paid quarterly or as the Board of Trustees may determine from time to time. Distributions of net realized capital gains earned by the Funds, if any, are distributed at least annually.

Distributions from net investment income and capital gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences and differing characterization of distributions made by the Funds.

The tax character of the distributions paid was as follows:

       

Period Ended

November 30, 2011
Distributions paid from:
Ordinary Income

       

Period Ended

December 31, 2010

Distributions paid from:
Ordinary Income

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

    $ 1,248,722        $ 873,185   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

      73,725          71,522   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

      74,108          50,139   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

      0          0   

As of November 30, 2011, the components of distributable earnings on a tax basis for the Funds were as follows:

 

   

Jefferies | TR/J CRB

Global Commodity
Equity Index Fund

    Jefferies | TR/J CRB
Global Agriculture
Equity Index Fund
   

Jefferies | TR/J CRB
Global Industrial
Metals Equity

Index Fund

   

Jefferies | TR/J CRB
Wildcatters

Exploration &

Production Equity ETF

 

Undistributed net investment income

  $ 192,405      $ 28,609      $ 6,487      $ 71,709   

Accumulated Capital (losses)

    (1,718,176)        (107,107)        (180,759)        (545,896)   

Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies

    (9,314,047)        (1,186,260)        (1,053,846)        (3,400,485)   

Other Cumulative Effect of Timing Differences

    21        0        12        0   

Total

  $ (10,839,797)      $ (1,264,758)      $ (1,228,106)      $ (3,874,672)   

The differences between book-basis and tax-basis are primarily due to the deferral of post-October losses and the differing treatment of certain other investments.

F. Income Taxes

No provision for income taxes is included in the accompanying financial statements, as the Funds intend to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.

 

 

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  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

The Funds evaluate tax positions taken (or expected to be taken) in the course of preparing the Funds’ tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

Management of the Funds analyzes all open tax years, as defined by the Statute of Limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the fiscal year ended November 30, 2011, the Funds did not have a liability for any unrecognized tax benefits. The Funds will file income tax returns in the U.S. federal jurisdiction and Colorado. For the years ended December 31, 2009 through November 30, 2011, the Funds’ returns will be open to examination by the appropriate taxing authority.

G. Fair Value Measurements

The Funds disclose the classification of their fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Funds’ investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 –  

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 –  

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

Level 3 –  

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

Investments in Securities at Value*    Level 1 -
Unadjusted
Quoted Prices
    

Level 2 -

Other Significant
Observable Inputs

     Level 3 -
Significant
Unobservable
Inputs
     Total  

Common Stocks

   $ 91,161,528       $ –         $ –         $ 91,161,528   

TOTAL

   $ 91,161,528       $ –         $ –         $ 91,161,528   
Jefferies | TR/J CRB Global Agriculture Equity Index Fund      
Investments in Securities at Value*    Level 1 -
Unadjusted
Quoted Prices
    

Level 2 -

Other Significant
Observable Inputs

     Level 3 -
Significant
Unobservable
Inputs
     Total  

Common Stocks

   $ 9,087,652       $ –         $ –         $ 9,087,652   

TOTAL

   $ 9,087,652       $ –         $ –         $ 9,087,652   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

  

  
Investments in Securities at Value*    Level 1 -
Unadjusted
Quoted Prices
    

Level 2 -

Other Significant
Observable Inputs

     Level 3 -
Significant
Unobservable
Inputs
     Total  

Common Stocks

   $ 3,294,024       $ –         $ –         $ 3,294,024   

TOTAL

   $ 3,294,024       $  –         $ –         $ 3,294,024   

 

 

www.jamfunds.com  

 

    29


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

 

Investments in Securities at Value*   

Level 1 -

Unadjusted

Quoted Prices

    

Level 2 -

Other Significant

Observable Inputs

    

Level 3 -

Significant
Unobservable

Inputs

     Total  

Common Stocks

   $ 12,698,526       $ –         $       $ 12,698,526   

Warrants

             –                     

TOTAL

   $ 12,698,526       $ –         $       $ 12,698,526   

 

*

For detailed country descriptions, see the accompanying Schedule of Investments.

For the period ended November 30, 2011, the Funds did not have any significant transfers between Level 1 and Level 2 securities. The Funds did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Funds’ investment adviser pursuant to an advisory agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Funds pay the Investment Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.65% of the Funds’ average daily net assets. From time to time, the Investment Adviser may waive all or a portion of its fee.

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of the Funds, including the licensing fee of the Index provider, and the cost of transfer agency, custody, fund administration, legal, audit, trustees and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses not incurred in the ordinary course of the Funds’ business. In addition, the Investment Adviser’s unitary management fee is designed to compensate the Investment Adviser for providing services for the Funds.

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of the Funds.

The Bank of New York Mellon is the custodian, fund accounting agent and transfer agent for the Funds.

Each Trustee who is not an officer or employee of the Investment Adviser, any sub-adviser or any of their affiliates (“Independent Trustees”) is paid a quarterly retainer of $3,500, $1,500 for each regularly scheduled Board meeting attended and $750 for each special meeting held outside of regularly scheduled meetings.

4. PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2011, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:

 

     Purchases      Sales  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

   $ 12,970,251       $ 13,518,207   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

     1,224,699         1,108,832   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

     678,389         706,497   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

     2,802,974         2,835,513   

For the period ended November 30, 2011, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

     Purchases      Sales  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

   $ 51,637,309       $ 54,640,289   

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

     5,937,328         2,747,705   

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

     2,175,264         2,207,885   

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

     17,648,778         15,953,141   

Gains on in-kind transactions are not considered taxable for federal income tax purposes.

 

 

30  

 

  Annual Report  |  November 30, 2011


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES TO FINANCIAL STATEMENTS

   

November 30, 2011

 

 

As of November 30, 2011, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

    

Jefferies | TR/J CRB

Global Commodity

Equity Index Fund

   

Jefferies | TR/J CRB

Global Agriculture

Equity Index Fund

   

Jefferies | TR/J CRB

Global Industrial

Metals Equity

Index Fund

   

Jefferies | TR/J

CRB Wildcatters

Exploration &

Production Equity ETF

 

Gross Appreciation (excess of value over tax cost)

  $ 2,799,615      $ 93,403      $ 2,020      $ 616,349   

Gross Depreciation (excess of tax cost over value)

    (12,115,514     (1,279,927     (1,055,800     (4,016,906
   

Net Appreciation (depreciation) of foreign currency and derivatives

    1,852        264        (66     72   
   

Net Unrealized (Depreciation)

  $ (9,314,047   $ (1,186,260   $ (1,053,846   $ (3,400,485
   

Cost of investments for income tax purposes

  $ 100,477,427      $ 10,274,176      $ 4,347,804      $ 16,099,083   
   

5. CAPITAL SHARE TRANSACTIONS

Shares are created and redeemed by the Funds only in Creation Unit size aggregations of 50,000. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per unit of the Funds on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances.

6.INDEMNIFICATIONS

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. NEW ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No.2011-04 amends FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No.2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

8.SUBSEQUENT EVENTS

On December 12, 2011, during a meeting of the Board of Trustees, it was decided to liquidate Jefferies| TR/J CRB Global Agriculture Equity Index Fund (CRBA) and Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund (CRBI) (collectively, the “Funds”). The Funds closed to new investors on December 22, 2011 and liquidated on December 28, 2011.

 

 

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Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

ADDITIONAL INFORMATION

   

November 30, 2011 (Unaudited)

 

 

PROXY VOTING POLICIES AND PROCEDURES

A description of the Funds’ proxy voting policies and procedures used in determining how to vote for proxies and information regarding how the Funds voted proxies related to portfolio securities during the most recent 12-month period ended June 30th is available without charge, (1) on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov; (2) upon request, by calling 1-866-513-5856; and (3) on the Trust’s website located at http://www.alpsfunds.com.

PORTFOLIO HOLDINGS

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q will be available (1) on the SEC’s website at http://www.sec.gov; (2) by calling 1-866-513-5856; (3) on the Trust’s website located at http://www.alpsfunds.com; and (4) for review and copying at the SEC’s Public Reference Room (“PRR”) in Washington D.C. Information regarding the operation of the PRR may be obtained by calling 1-800-732-0330.

Shareholder Meeting

A Special Meeting of the Shareholders was held on October 14, 2011 for the purpose of voting on a proposal to approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Funds, and ALPS Advisors, Inc. The proposal passed and the results are noted below.

Proposal 1: To approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Funds, and ALPS Advisors, Inc.:

 

     Number of Votes  
     Record Date
Votes
     Affirmative      Against      Abstain      Uninstructed  

Jefferies | TR/J CRB Global Commodity
Equity Index Fund

     1,436,536.627         1,308,544.328         49,602.098         14,388.201         64,002.000   

Jefferies | TR/J CRB Global Agriculture
Equity Index Fund

     128,019.101         101,997.101         1,129.000         1,729.000         23,164.000   

Jefferies | TR/J CRB Global Industrial Metals
Equity Index Fund

     52,757.991         40,587.991         500.000         440.000         11,230.000   

Jefferies | TR/J CRB Wildcatters
Exploration & Production Equity ETF

     179,026.283         137,608.283         4,247.000         4,646.000         32,525.000   

 

     Percentages of Total Outstanding  
     Affirmative     Against     Abstain     Uninstructed  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

     48.464     1.837     0.534     2.370

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

     40.799     0.452     0.690     9.266

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

     40.588     0.500     0.440     11.230

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

     39.317     1.213     1.327     9.293
     Percentages of Voted  
     Affirmative     Against     Abstain     Uninstructed  

Jefferies | TR/J CRB Global Commodity Equity Index Fund

     91.090     3.453     1.002     4.455

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

     79.673     0.882     1.351     18.094

Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund

     76.932     0.948     0.834     21.286

Jefferies | TR/J CRB Wildcatters Exploration & Production Equity ETF

     76.865     2.372     2.595     18.168

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED)

   

November 30, 2011

 

 

At an in-person meeting held on July 26, 2011, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), evaluated a proposal to approve a new Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and ALPS Advisors, Inc. (the “Investment Adviser”) with respect to the Jefferies|TR/J CRB Global Agriculture Equity Index Fund, Jefferies |TR/J CRB Global Commodity Equity Index Fund, Jefferies|TR/J CRB Global Industrial Metals Equity Index Fund, and Jefferies/TR/J CRB Wildcatters Exploration & Production Equity ETF (the “Funds”).

Consideration by the Board of this new Advisory Agreement was necessary because ALPS Holdings, Inc. (“ALPS Holdings”), parent company to the Investment Adviser, had agreed to be acquired by DST Systems, Inc. (“DST”) (the “Transaction”). Because ALPS Holdings would be acquired by DST, the Investment Adviser would thereby undergo a change in control, which would be deemed to be an “assignment” of the existing investment advisory agreement under the 1940 Act. As required by the 1940 Act, the existing investment advisory agreement provided for its automatic termination in the event of an assignment, and would therefore terminate upon the closing of the Transaction. In order for the Investment Adviser to continue as each Fund’s investment adviser, the Board and the Funds’ shareholders would have to approve a new Advisory Agreement with the Investment Adviser, which would take effect upon the closing of the Transaction.

In evaluating the new Advisory Agreement, the Board did not identify any single factor as all-important or controlling. The following summary does not identify all the matters considered by the Board, but includes the principal matters it considered. The Board considered whether the new Advisory Agreement would be in the best interests of each Fund and its shareholders, based on: (i) the nature, extent and quality of the services to be provided by the Investment Adviser under the Advisory Agreement; (ii) the investment performance of the Funds; (iii) the expenses borne by each Fund under the unitary fee arrangement of the Advisory Agreement; (iv) the estimated profitability of the Investment Adviser and its affiliates from their relationship with the Funds; (v) potential fall-out benefits to the Investment Adviser from its relationship with each Fund; and (vi) other general information about the Investment Adviser and its affiliates. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services to be Provided

The Board considered the nature, extent and quality of the services to be provided by the Investment Adviser, including the portfolio management services to be provided, in light of the investment objective of the respective Fund. The Board considered that, following the Transaction, each Fund would be managed by senior personnel at the Investment Adviser. In that regard, the Board considered the history of care and conscientiousness in supervising the management of each Fund provided by such personnel. The Board considered the background and capabilities of such personnel in connection with the advisory services that they would provide to each Fund following the Transaction. The Board also considered the compliance records of the Investment Adviser. The Board considered representations from DST that it intended to retain all key management and personnel of ALPS Holdings and the Investment Adviser, and that DST did not anticipate that the Investment Adviser would undergo any changes to its structure, business strategy or services as a result of the Transaction. The Board also considered the Investment Adviser’s representation that the manner in which each Fund’s assets would be managed would not change as a result of the Transaction. Finally, the Board also considered its and the Funds’ association with the current personnel employed by the Investment Adviser.

The Board concluded that the nature, extent and quality of the services to be provided by the Investment Adviser to the Funds were appropriate and consistent with the terms of the new Advisory Agreement, and that each Fund was likely to benefit from services provided under its new Advisory Agreement. The Board also concluded that the quality of the services to be provided by the senior advisory personnel employed by the Investment Adviser was expected to be consistent with or superior to quality norms in the industry, and that the Investment Adviser would have sufficient personnel, with the appropriate education and experience, to serve each Fund effectively. The Board also concluded that the Investment Adviser had demonstrated a continuing ability to attract and retain well-qualified personnel (and noted the Investment Adviser’s representations that no changes were anticipated with respect to the Investment Adviser’s compensation and incentive programs), and that the structure of the Investment Adviser’s operations was sufficient to retain and properly motivate the Funds’ current senior advisory personnel. Finally, the Board concluded that the financial condition of DST, ALPS Holdings and the Investment Adviser was sound.

Investment Performance

The Board also reviewed investment performance information of each Fund and its benchmark index. The Board evaluated the correlation and tracking error between the underlying index and each Fund.

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED)

   

November 30, 2011

 

 

Costs of the Services to be Provided to the Funds

The Board reviewed the fees to be paid by each Fund to the Investment Adviser, noting that the rates of fees to be paid under the new Advisory Agreement were the same fee rates the Funds currently paid. The Board noted that the advisory fee paid to the Investment Adviser by each Fund was a unitary fee pursuant to which the Investment Adviser assumes all expenses of the Fund (including the cost of transfer agency, custody, advisory, fund administration, legal, audit and other services) other than the payments under the new Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Board considered the Investment Adviser’s representation that it did not intend to raise any of its advisory or administration fees paid by the Funds for at least two years following the Transaction.

The Board reviewed comparative fee information of each Fund’s advisory contracts, including information about the rates of compensation paid to investment advisers, and overall expense ratios, for funds comparable in size, character and investment strategy to the Funds. The Board considered the fact that each Fund’s fees were generally comparable to the fees charged to similar funds. The Board concluded that the management fees payable by each Fund to the Investment Adviser were reasonable in relation to the nature and quality of the services expected to be provided, taking into account the fees charged by other advisers for managing comparable funds with similar strategies.

Projected Profitability and Costs of Services to the Investment Adviser and Potential “Fall-Out” Benefits

The Board reviewed reports of the financial position of the Investment Adviser. The Board considered the projected profitability of ALPS Holdings’ overall relationship with the Funds, which included fees payable to the Investment Adviser for advisory services. The Board noted that since the Funds were subject to a unitary fee arrangement with the Investment Adviser pursuant to the new Advisory Agreement, there were no other fees payable to other ALPS Holdings affiliates for non-advisory services, and concluded that the projected profitability of ALPS Holdings was reasonable in relation to the services to be provided and to the costs of providing services to each Fund.

The Board also considered any potential “fall-out” benefits that the Investment Adviser might receive because of its relationship with the Funds and concluded that the advisory fees were reasonable taking into account any such benefits. The Board acknowledged the Investment Adviser’s well-established stand-alone management relationships independent of each Fund and the regulatory and entrepreneurial risks each assumed in connection with the management of each Fund.

Economies of Scale

The Board reviewed each Fund’s assets under management, and noted that because of each Fund’s unitary fee arrangement, consideration of economies of scale was not a relevant factor to each Fund.

Conclusion

Based on its evaluation, the Board unanimously concluded that the terms of the new Advisory Agreement were reasonable, fair and in the best interests of each Fund and its shareholders. The Board believed that the new Advisory Agreement would enable each Fund to continue to enjoy the high-quality investment management services it had received in the past from the Investment Adviser, at fee rates identical to the present rates, which the Board deemed appropriate, reasonable and in the best interests of each Fund and its shareholders.

 

 

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Table of Contents

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

TRUSTEES & OFFICERS

   

November 30, 2011 (Unaudited)

 

 

INDEPENDENT TRUSTEES

 

Name,

Address

and Age of

Management

Trustee*

 

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees***

 

Other

Directorships

Held by Trustees

Mary K. Anstine,

age 71

  Trustee   

Since
March 2008

  

Ms. Anstine was President/Chief Executive Officer of HealthONE Alliance, Denver, Colorado, and former Executive Vice President of First Interstate Bank of Denver. Ms. Anstine is also Trustee/Director of the following: AV Hunter Trust; Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers Association Trust Executive Committee.

 

   21  

Ms. Anstine is a Trustee of Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (17 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

Jeremy W. Deems,

age 35

  Trustee   

Since
March 2008

  

Mr. Deems is the Co-Founder, Chief Compliance Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.

 

   21  

Mr. Deems is a Trustee of Financial Investors Trust (17 funds); Financial Investors Variable Insurance Trust (5 funds); and Reaves Utility Income Fund.

Rick A. Pederson,

age 59

  Trustee   

Since
March 2008

  

President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Partner, Western Capital Partners (a prime lending company), 2000 - present; Partner, Bow River Capital Partners (investment manager), 2003 - present; Principal, The Pauls Corporation (real estate development), 2008 - present; Director, Guaranty Bank and Trust (a community bank), 1999 – 2007; Winter Park Recreational Association (an entity that operates, maintains and develops Winter Park Resort), 2002 – 2008; Neenan Co. (an integrated real estate development, architecture and construction company), 2002 – present; NexCore Properties LLC (a real estate investment company), 2004 – present; Urban Land Conservancy (a not- for-profit organization), 2004 – present.

 

   7  

Mr. Pederson is Trustee of Westcore Trust (12 funds)

 

* The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.
** This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
*** The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

TRUSTEES & OFFICERS

   

November 30, 2011 (Unaudited)

 

 

INTERESTED TRUSTEE***

 

Name, Address

and Age of

Management

Trustee*

 

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund Complex

Overseen by

Trustees***

 

Other

Directorships

Held by Trustees

Thomas A. Carter,

age 45

  Trustee and
President
  

Since
March 2008

  

Mr. Carter joined ALPS Fund Services, Inc. (“ALPS”) in 1994 and is currently President and Director of ALPS Advisors, Inc. (“AAI”), ALPS Distributors, Inc. (“ADI”) and FTAM Funds Distributor, Inc. (“FDI”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, FDI and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.

 

   12  

Mr. Carter is a Trustee of Financial Investors Variable Insurance Trust (5 funds)

 

* The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.
** This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
*** Mr. Carter is an interested person of the Trust because of his affiliation with ALPS.
**** The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

TRUSTEES & OFFICERS

   

November 30, 2011 (Unaudited)

 

 

OFFICERS

 

Name, Address

and Age of

Executive Officer*

  

Position(s)

Held

with Trust

       

Length of Time

Served**

        Principal Occupation(s) During Past 5 Years

Melanie

Zimdars,

age 35

  

Chief Compliance Officer (“CCO”)

      

Since December 2009

      

Ms. Zimdars currently serves as a Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. From 2001 until joining Wasatch in 2005, she was a Compliance Officer for U.S. Bancorp Fund Services, LLC. Because of her position with ALPS, Ms. Zimdars is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Zimdars is also the CCO of Financial Investors Variable Insurance Trust, Liberty All-Star Growth Fund, Inc. and Liberty All-Star Equity Fund.

 

Kimberly R. Storms,

age 39

  

Treasurer

      

Since

March 2008

      

Ms. Storms is Director of Fund Administration and Senior Vice President of ALPS. Ms. Storms joined ALPS in 1998 as Assistant Controller. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Storms is also Assistant Treasurer of the Liberty All-Star Equity Fund, Liberty All-Star Growth Fund and Financial Investors Trust; and Assistant Secretary of Ameristock Mutual Fund, Inc.

 

William Parmentier,

age 59

 

  

Vice President

      

Since

March 2008

      

Mr. Parmentier is Chief Investment Officer, ALPS Advisors, Inc. (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc.

 

Tané T. Tyler,

age 47

  

Secretary

      

Since December 2008

      

Ms.Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms.Tyler joined ALPS in 2004. EShe served as Secretary, Reaves Utility Income Fund from December 2004–2007; Secretary, Westcore Funds from February 2005–2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004–December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003. Ms. Tyler also serves as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund.

 

Monette R. Nickels,

age 40

  

Tax Officer

      

Since December 2009

      

Ms. Nickels is Senior Vice President and Director of Tax Administration of ALPS. Ms. Nickels joined ALPS in 2004 as Director of Tax Administration. Because of her position with ALPS, Ms. Nickels is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Nickels is also Tax Officer of Financial Investors Trust, Liberty All- Star Equity Fund, Liberty All-Star Growth Fund, Inc., and Financial Investors Variable Insurance Trust.

 

 

* The business address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.
** This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his successor is elected.

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES

   

 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

 

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THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES

   

 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

 

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    39


Table of Contents

LOGO

 

THE FIRST NAME

IN COMMODITY EQUITIES  

 

 

NOTES

   

 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

 

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  Annual Report  |  November 30, 2011


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Table of Contents

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Table of Contents
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Alerian MLP ETF

  Table of Contents
        

 

Shareholder Letter

     1   

Performance Overview

     2   

Disclosure of Fund Expenses

     5   

Report of Independent Registered Public Accounting Firm

     6   

Financial Statements

        

Schedule of Investments

     7   

Statement of Assets and Liabilities

     9   

Statement of Operations

     10   

Statements of Changes in Net Assets

     11   

Financial Highlights

     12   

Notes to Financial Statements

     13   

Additional Information

     22   

Board Considerations Regarding Approval of Investment Advisory Agreement

     23   

Trustees & Officers

     25   

 

 

 

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Alerian MLP ETF

  Shareholder Letter
    November 30, 2011

 

Dear Shareholders:

When ALPS launched its Exchange Traded Fund (“ETF”) Trust in 2008 our goal was to bring innovative solutions to the ETF industry that provide investors with access to a unique market segment or strategy. The launch of Alerian MLP ETF in August of 2010 epitomized that philosophy as we were able to bring the market the world’s first Master Limited Partnership (“MLP”) ETF under the ticker symbol AMLP.

Investors have long been attracted to the high historical distribution yields and tax efficiency of the MLP asset class. However, investing in individual MLPs can be complex from a diversification and tax reporting perspective. AMLP provides diversified access to the MLP asset class with 1099 Tax Reporting, IRA and 401-k eligibility, and the transparency(1), liquidity(2) and low cost benefits(3) of the ETF structure. We believe this combination of factors makes AMLP a viable option for many investors that are looking to participate in the MLP sector.

In the pages that follow our Fund managers have provided a performance overview. We thank you for your investment and for being an AMLP shareholder.

 

LOGO

Thomas A. Carter*

President, ALPS ETF Trust

 

*

Registered representative of ALPS Distributors, Inc.

(1) 

ETFs are considered transparent because their portfolio holdings are disclosed daily.

(2) 

Liquidity is the degree to which an asset or security can be bought or sold in the market without affecting the asset’ price. Liquidity is characterized by a high level of trading activity.

(3) 

Ordinary Brokerage Fees Apply.

Investments in securities of MLPs involve risks that differ from an investment in common stock. MLPs are controlled by their general partners, which generally have conflicts of interest and limited fiduciary duties to the MLP, which may permit the general partner to favor its own interests over the MLPs.

The benefit you are expected to derive from the Fund’s investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. As a partnership, an MLP has no federal income tax liability at the entity level. Therefore, treatment of one or more MLPs as a corporation for federal income tax purposes could affect the Fund’s ability to meet its investment objective and would reduce the amount of cash available to pay or distribute to you. Legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis, could negatively impact the value of an investment in MLPs and therefore the value of your investment in the Fund.

The Fund invests primarily in energy infrastructure companies which may be adversely affected by changes in worldwide energy prices, exploration, production spending, government regulation, changes in exchange rates and depletion of natural resources.

All K-1s are received and processed by the Alerian MLP ETF. The Alerian MLP ETF distributes a single Form 1099 to its shareholders. This notice is provided to you for informational purposes only, and should not be considered tax advice. Please consult your tax advisor for further assistance.

There are risks involved with investing in ETFs including the loss of money. An investment in the Fund is subject to investment risk including the possible loss of the entire principal amount that you invest.

 

    1

Annual  |  November 30, 2011

 


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Alerian MLP ETF

  Performance Overview
      November 30, 2011

 

Fund Description

 

The Alerian MLP ETF (the “Fund”) seeks investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian MLP Infrastructure Index (the “Index”). The Shares of the Fund are listed and trade on the New York Stock Exchange (“NYSE”) Arca under the ticker symbol AMLP. The Fund generally will invest in all of the securities that comprise the Index in proportion to their weightings in the Index. The Fund began trading on August 25, 2010.

The Index is a rules based, modified capitalization weighted, float adjusted index intended to give investors a means of tracking the overall performance of the United States energy infrastructure Master Limited Partnership (“MLP”) asset class. The Index is comprised of 25 energy infrastructure MLPs that earn a majority of their cash flow from the transportation and storage of energy commodities.

Performance Overview

 

For the 11 month period ended November 30, 2011, the Alerian MLP Infrastructure Index (AMZI) gained 10.3% on a total return basis, as compared to the S&P 500 return of 0.9%. In a year where U.S. Treasuries fell below 2%, investors sought out higher-yielding asset classes with records of stable and growing distributions more than ever. With yields averaging 6% for the year and distribution growth of 5.2% (third quarter 2011 versus third quarter 2010) for the AMZI, Master Limited Partnerships fit the profile for many investors’ appetite for yield.

Various MLP pooled products – such as exchange traded funds (ETFs), exchange traded notes (ETNs), mutual funds, and closed-end funds – have created more accessibility to the asset class. For the year, total assets from such products increased by $4.1 billion to $16.2 billion, of which, roughly $1.4 billion of the increase was from the Alerian MLP ETF (AMLP).

MLPs raised $12.8 billion in total equity via 57 follow-on offerings, an increase from the $11.9 billion raised in 2010. Also, this was the first year that an MLP raised over $600 million overnight, an event that occurred not only once, but on two occasions. Additionally, nearly $4.7 billion was raised between twelve initial public offerings (IPOs) in 2011.

While the infrastructure focus for the past few years has been largely natural gas related in areas such as the Barnett, Haynesville, and Fayetteville, this year’s focus has primarily been on natural gas liquids (NGL) takeaway from areas such as the Eagle Ford, Marcellus, and Niobrara or crude oil takeaway from the Canada, the Bakken, the Permian, and particularly at the Cushing, Oklahoma hub.

Given the highly competitive environment for infrastructure in such areas, there has been a growing trend of MLP-MLP or MLP-producer joint ventures utilized to minimize risk. On the liquids front, several projects have been announced to take NGLs to the Mont Belvieu NGL hub in Texas, both from Conway, Kansas and from the Marcellus, areas where liquids drilling continue to increase. On the crude front, the largest story for the year has been solutions to relieve the supply glut at the Cushing, Oklahoma hub from crude flowing southward from the oil sands in Canada and the Bakken in Montana. As the Keystone XL pipeline’s future remains in legislative limbo, it has created opportunities for several MLPs to enter the “crude oil takeaway from Oklahoma to the Gulf Coast” race – either by reversing current

crude oil pipelines, converting current natural gas pipelines, or building a new pipeline.

 

2  

 
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Alerian MLP ETF

  Performance Overview
      November 30, 2011

 

This year marked a major year for MLP corporate acquisitions (proposals, at least). Notably, two of the larger proposals have been made at the publicly traded MLP general partner level, rather than the LP level: Kinder Morgan Inc (KMI) for El Paso Corporation (EP) and Energy Transfer Equity (ETE) for Southern Union (SUG).

Looking forward to 2012, some trends that may emerge include exploration and production (E&P) companies or private equity firms spinning off their midstream assets into MLPs, infrastructure projects in the Utica, or more export capacity out of Mont Belvieu (potentially internationally).

Overall, with plenty of organic investment opportunities and low cost of capital to pursue acquisitions, MLPs are expected to continue generating stable cash flows and distributing consistent distributions over the next several decades.

Alerian MLP ETF Performance as of November 30, 2011

 

      5 Month   YTD   1 Year  

Since Inception

Annualized*

NAV

       2.83 %       5.93 %       7.20 %       11.73 %

Market Price**

       2.77 %       5.80 %       7.13 %       11.68 %

Alerian MLP Infrastructure Index

       4.76 %       10.29 %       12.46 %       19.36 %

Total Expense Ratio (per the current prospectus) 0.85%.

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For most current month-end performance data please visit www.alpsfunds.com.

NAV is an exchange-traded fund’s per-share value. The per-share dollar amount of the fund is derived by dividing the total value of all the securities in its portfolio, less any liabilities, by the number of fund shares outstanding. Market Price is the price at which a share can currently be traded in the market. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

S&P 500 Index is the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices. One cannot invest directly in an index. Index performance does not reflect fund performance.

 

*

The Fund commenced Investment Operations on August 24, 2010 with an Inception Date, the first day of trading on the Exchange, of August 25, 2010.

 

**

Market Price is based on the midpoint of the bid-ask spread at 4 p.m. ET and does not represent the returns an investor would receive if shares were traded at other times.

The Alerian MLP Infrastructure Index is comprised of 25 midstream energy Master Limited Partnerships.

 

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Alerian MLP ETF

  Performance Overview
      November 30, 2011

 

Top 10 Holdings* as of November 30, 2011

 

 

Kinder Morgan Energy Partners LP

     10.1%   

Enterprise Products Partners LP

     9.9%   

Magellan Midstream Partners LP

     7.0%   

Plains All American Pipeline LP

     7.0%   

Energy Transfer Partners LP

     6.5%   

Buckeye Partners LP

     6.1%   

ONEOK Partners LP

     5.2%   

MarkWest Energy Partners LP

     5.0%   

Enbridge Energy Partners LP

     4.9%   

Williams Partners LP

     4.8%   

Percent of Total Investments in
Top Ten Holdings:

     66.5%   

* % of Total Investments.

   Holdings are subject to change.

 

 

Growth of $10k as of November 30, 2011

 

Comparison of Change in Value of $10,000 Investment in Alerian MLP ETF and Alerian MLP Infrastructure Index.

LOGO

The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the life of the Fund. Performance calculations are as of the end of each month. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

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Alerian MLP ETF

  Disclosure of Fund Expenses (Unaudited)
       

 

Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2011, and held through the period ended November 30, 2011.

Actual Return: The first line of the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

Hypothetical 5% Return: The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect any transaction costs, such as creation and redemption fees, or brokerage charges. Therefore, the second line is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your costs would have been higher.

 

     

Beginning Account

Value

7/1/11

  

Ending Account

Value

11/30/11

   Expense Ratio  

Expenses Paid

During the Period

7/1/11 - 11/30/11

Actual

     $     1,000.00            $ 1,028.30          0.85 %     $     3.61 (a)    

Hypothetical

     $     1,000.00            $ 1,020.92          0.85 %     $     4.33 (b)    

 

(a)

Effective March 7, 2011, the Board approved changing the fiscal year end of the the Fund from December 31 to November 30. Actual expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (153), then divided by 365.

(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184), then divided by 365.

 

    5

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Alerian MLP ETF

 

Report of Independent Registered

Public Accounting Firm

       

 

To the Board of Trustees and Shareholders of ALPS ETF Trust:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Alerian MLP ETF, one of the funds constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2011, and the related statements of operations and changes in net assets, and the financial highlights for the period then ended and the period August 25, 2010 (inception) to December 31, 2010. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2011, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Alerian MLP ETF of the ALPS ETF Trust as of November 30, 2011, the results of its operations, the changes in its net assets, and the financial highlights for the period then ended and the period August 25, 2010 (inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2012

 

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Alerian MLP ETF

  Schedule of Investments
      November 30, 2011

 

 

Security Description    Shares      Value  

Master Limited Partnerships Shares (102.99%)

     

Energy (1.51%)

     

Chesapeake Midstream Partners LP

     536,536       $ 14,062,609   

Exterran Partners LP

     542,382         11,775,113   
     

 

 

 
        25,837,722   
     

 

 

 

Gathering & Processing (20.36%)

     

Copano Energy LLC

     1,441,926         47,727,751   

DCP Midstream Partners LP

     717,557         30,790,371   

MarkWest Energy Partners LP

     1,656,739         88,867,480   

Targa Resources Partners LP

     1,604,251         60,207,540   

Western Gas Partners LP

     964,505         36,342,548   

Williams Partners LP

     1,463,114         84,948,399   
     

 

 

 
        348,884,089   
     

 

 

 

Natural Gas Pipelines (35.98%)

     

Boardwalk Pipeline Partners LP

     1,606,551         41,706,064   

El Paso Pipeline Partners LP

     2,153,044         70,555,252   

Energy Transfer Partners LP

     2,635,015         115,308,256   

Enterprise Products Partners LP

     3,848,958         175,089,099   

ONEOK Partners LP

     1,807,858         91,405,301   

Regency Energy Partners LP

     2,633,280         60,591,773   

Spectra Energy Partners LP

     778,435         23,563,227   

TC Pipelines LP

     802,083         38,163,109   
     

 

 

 
        616,382,081   
     

 

 

 

Petroleum Transportation (45.14%)

     

Buckeye Partners LP

     1,683,476         107,405,769   

Crosstex Energy LP

     732,987         11,383,288   

Enbridge Energy Partners LP

     2,764,518         85,617,123   

Genesis Energy LP

     999,774         26,084,104   

Kinder Morgan Energy Partners LP

     2,276,800         178,045,760   

Magellan Midstream Partners LP

     1,941,000         124,185,180   

NuStar Energy LP

     1,166,005         63,943,714   

Plains All American Pipeline LP

     1,912,722         124,059,149   

Sunoco Logistics Partners LP

     510,490         52,713,197   
     

 

 

 
        773,437,284   
     

 

 

 

Total Master Limited Partnerships Shares
(Cost $1,633,843,730)

        1,764,541,176   
     

 

 

 

 

    7

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Alerian MLP ETF

  Schedule of Investments
      November 30, 2011

 

      Value

Total Investments (102.99%)
(Cost $1,633,843,730)

     $ 1,764,541,176  

Net Liabilities Less Other Assets (-2.99%)

       (51,154,065 )
    

 

 

 

Net Assets (100.00%)

     $ 1,713,387,111  
    

 

 

 

Common Abbreviations:

LLC - Limited Liability Company.

LP - Limited Partnerships.

 

 

See Notes to Financial Statements.

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Alerian MLP ETF

  Statement of Assets & Liabilities
      November 30, 2011

 

Assets:

  

Investments, at value

   $ 1,764,541,176   

Cash

     3,827,223   

Receivable for shares sold

     20,723,520   

Deferred tax asset

     2,494,257   

 

 

Total Assets

     1,791,586,176   

 

 

Liabilities:

  

Payable for investments purchased

     20,743,626   

Current tax payable

     5,635,571   

Deferred tax liability

     50,683,811   

Payable to advisor

     1,136,057   

 

 

Total Liabilities

     78,199,065   

 

 

Net Assets

   $ 1,713,387,111   

 

 

Net Assets Consist Of:

  

Paid-in capital

   $ 1,633,880,245   

Distributions in excess of net investment loss, net of income taxes

     (5,968,191

Accumulated net realized gain on investments, net of income taxes

     3,779,994   

Net unrealized appreciation on investments, net of income taxes

     81,695,063   

 

 

Net Assets

   $ 1,713,387,111   

 

 

Investments, At Cost

   $     1,633,843,730   

Pricing Of Shares

  

Net Assets

   $ 1,713,387,111   

Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)

     107,276,019   

Net Asset Value, offering and redemption price per share

   $ 15.97   
  

See Notes to Financial Statements.

 

    9

Annual  |  November 30, 2011

 


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Alerian MLP ETF

  Statements of Operations
       

 

 

    

For the Period

January 1, 2011 to

November 30, 2011(a)

    For the Period
August 25, 2010
(Inception) to
December 31, 2010
 

 

 

Investment Income:

    

Distributions from master limited partnerships

   $ 71,324,489      $ 5,103,415   

Less return of capital distributions

     (71,324,489     (5,103,415

Total Investment Income

              

 

 

Expenses:

    

Investment advisory fee

     8,693,575        854,455   

 

 

Total Expenses

     8,693,575        854,455   

 

 

Net Investment Loss, before Income Taxes

     (8,693,575     (854,455

 

 

Income tax (expense)/benefit

     3,251,178        328,661   

 

 

Net Investment Loss

     (5,442,397     (525,794

 

 

Realized and Unrealized Gain/(Loss):

    

Net realized gain/(loss) on investments, before income taxes

     23,993,717        (1,582,645

Income tax (expense)/benefit

     (9,011,335     608,754   

 

 

Net realized gain/(loss) on investments

     14,982,382        (973,891

 

 

Net change in unrealized appreciation on investments, before income taxes

     95,035,171        35,662,275   

Income tax (expense)/benefit

     (35,285,113     (13,717,270

 

 

Net change in unrealized appreciation on investments

     59,750,058        21,945,005   

 

 

Net Realized and Unrealized Gain

     74,732,440        20,971,114   

 

 

Net Increase in Net Assets from Operations

   $ 69,290,043      $ 20,445,320   

 

 

 

(a) 

Effective March 7, 2011 the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

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Alerian MLP ETF

  Statements of Changes in Net Assets
       

 

 

    

For the Period

January 1, 2011 to

November 30, 2011(a)

    For the Period
August 25, 2010
(Inception) to
December 31, 2010
 

 

 

Operations:

    

Net investment loss

   $ (5,442,397   $ (525,794

Net realized gain/(loss) on investments

     14,982,382        (973,891

Net change in unrealized appreciation on investments

     59,750,058        21,945,005   

 

 

Net increase in net assets resulting from operations

     69,290,043        20,445,320   

 

 

Distributions To Shareholders:

    

From net realized gains

     (10,228,497       

Tax return of capital

     (62,790,879     (5,380,298

 

 

Total distributions

     (73,019,376     (5,380,298

 

 

Share Transactions:

    

Proceeds from sale of shares

     1,189,599,389        596,401,556   

Cost of shares redeemed

     (83,949,523       

 

 

Net increase from share transactions

     1,105,649,866        596,401,556   

 

 

Net increase in net assets

     1,101,920,533        611,466,578   

Net Assets:

    

Beginning of period

     611,466,578          

 

 

End of period*

   $ 1,713,387,111      $ 611,466,578   

 

 

*Including distributions in excess of net investment loss, net of income taxes of:

   $ (5,968,191   $ (525,794

Other Information:

    

Share Transactions:

    

Beginning shares

     38,100,000          

Shares sold

     74,576,019        38,100,000   

Shares redeemed

     (5,400,000       

 

 

Shares outstanding, end of period

     107,276,019        38,100,000   

 

 

 

(a)

Effective March 7, 2011 the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

See Notes to Financial Statements.

 

    11

Annual  |  November 30, 2011

 


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Alerian MLP ETF

  Financial Highlights
      For a Share Outstanding Throughout the Periods Presented

 

 

     

For the Period

Janurary 1, 2011 to

November 30,  2011(a)

    For the Period
August 25, 2010
(Inception) to
December 31, 2010
 

Net Asset Value, Beginning of Period

   $ 16.05      $ 15.00   

Income From Operations:

    

Net investment loss(b)

     (0.08     (0.03

Net realized and unrealized gain on investments

     1.00        1.33   

Total from Investment Operations

     0.92        1.30   

Less Distributions:

    

From net realized gains

     (0.14 )(b)        

From tax return of capital

     (0.86     (0.25

Total Distributions

     (1.00     (0.25

Net Increase/(Decrease) In Net Asset Value

     (0.08     1.05   
                  

Net Asset Value, End Of Period

   $ 15.97      $ 16.05   
   

Total Return(c)

     5.93     8.66

Ratios/Supplemental Data:

    

Net assets, end of period (in 000s)

   $ 1,713,387      $ 611,467   

Ratios To Average Net Assets:

    

Ratio of expenses (including net deferred tax expense) to average net assets(e)

     4.86 %(d)      13.56 %(d) 

Ratio of expenses (including deferred tax benefit) to average net assets(f)

     0.53 %(d)      0.52 %(d) 

Ratio of expenses (excluding net deferred tax expenses/benefits) to average net assets

     0.85 %(d)      0.85 %(d) 

Ratio of net investment loss (including deferred tax benefit) to average net assets

     (0.53 %)(d)      (0.52 %)(d) 

Ratio of net investment loss (excluding deferred tax benefit) to average net assets

     (0.85 %)(d)      (0.85 %)(d) 

Portfolio Turnover Rate(g)

     10     12

 

(a) 

Effective March 7, 2011 the Board approved changing the fiscal year end of the Fund from December 31 to November 30.

(b) 

Calculated using average shares outstanding.

(c) 

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period, and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.

(d) 

Annualized.

(e) 

Includes amount of deferred taxes/benefits for all components of the Statement of Operations.

(f) 

Includes amount of deferred tax benefit associated with net investment income.

(g) 

Portfolio turnover is not annualized and does not include securities received or delivered from processing creations or redemptions.

See Notes to Financial Statements.

 

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Alerian MLP ETF

  Notes to Financial Statements
      November 30, 2011

 

1. Organization

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2011, the Trust consists of seven separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the Alerian MLP ETF (the “Fund”), which commenced investment operations on August 24, 2010 and began trading on the exchange on August 25, 2010. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield performance (before the Fund’s fees and expenses) of its underlying index, the Alerian MLP Infrastructure Index (the “Index”).

The Fund’s Shares (“Shares”) are listed on the New York Stock Exchange (“NYSE”) Arca. The Fund issues and redeems Shares at Net Asset Value (“NAV”), in blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

2. Significant Accounting Policies

 

A. Use of Estimates

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

B. Portfolio Valuation

The Fund’s NAV is determined daily, as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. The NAV is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.

Portfolio securities listed on any exchange other than the National Association of Securities Dealer Automated Quotation (“NASDAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.

 

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Alerian MLP ETF

  Notes to Financial Statements
      November 30, 2011

 

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees (the “Board”). When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Fund may be valued in good faith by or under the direction of the Board. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; a security whose market price is not available from a pre-established primary pricing source or the pricing source is not willing to provide a price; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; or a security whose price, as provided by the pricing service, does not reflect the security’s “fair value” due to the security being de-listed from a national exchange or the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open. As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

C. Securities Transactions and Investment Income

Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis, including amortization of premiums and accretion of discounts.

D. Dividends and Distributions to Shareholders

The Fund intends to declare and make quarterly distributions, or as the Board of Trustees may determine from time to time. Distributions of net realized capital gains earned by the Fund, if any, are distributed at least annually. Distributions from net investment income and capital gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.

Distributions received from the Fund’s investments in Master Limited Partnerships (“MLPs”) generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the period ended November 30, 2011, the Fund distributed $73,019,376 of which $62,790,879 was characterized as return of capital and $10,228,497 characterized as net investment income from MLP distributions received.

 

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  Notes to Financial Statements
      November 30, 2011

 

The Fund also expects that a portion of the distributions it receives from MLPs may be treated as a tax deferred return of capital, thus reducing the Fund’s current tax liability. Return of capital distributions are not taxable income to the shareholder, but reduce the investor’s tax basis in the investor’s Fund Shares. Such a reduction in tax basis will result in larger taxable gains and/or lower tax losses on a subsequent sale of Fund Shares. Shareholders who periodically receive the payment of dividends or other distributions consisting of a return of capital may be under the impression that they are receiving net profits from the Fund when, in fact, they are not. Shareholders should not assume that the source of the distributions is from the net profits of the Fund.

E. Federal Income Taxation

The Fund is taxed as a regular C-corporation for federal income tax purposes. Currently, the maximum marginal regular federal income tax rate for a corporation is 35 percent. The Fund may be subject to a 20 percent federal alternative minimum tax on its federal alternative taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. This differs from most investment companies, which elect to be treated as “regulated investment companies” under the Code in order to avoid paying entity level income taxes. Under current law, the Fund is not eligible to elect treatment as a regulated investment company due to its investments primarily in MLPs invested in energy assets. As a result, the Fund will be obligated to pay applicable federal and state corporate income taxes on its taxable income as opposed to most other investment companies which are not so obligated. The Fund expects that a portion of the distributions it receives from MLPs may be treated as a tax-deferred return of capital, thus reducing the Fund’s current tax liability. However, the amount of taxes currently paid by the Fund will vary depending on the amount of income and gains derived from investments and/or sales of MLP interests and such taxes will reduce your return from an investment in the Fund.

Cash distributions from MLPs to the Fund that exceed such Fund’s allocable share of such MLP’s net taxable income are considered a tax-deferred return of capital that will reduce the Fund’s adjusted tax basis in the equity securities of the MLP. These reductions in such Fund’s adjusted tax basis in the MLP equity securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities. The Fund will accrue deferred income taxes for any future tax liability associated with (i) that portion of MLP distributions considered to be a tax-deferred return of capital as well as (ii) capital appreciation of its investments. Upon the sale of an MLP security, the Fund may be liable for previously deferred taxes. The Fund will rely to some extent on information provided by the MLPs, which is not necessarily timely, to estimate deferred tax liability for purposes of financial statement reporting and determining the NAV. From time to time, ALPS Advisors, Inc. will modify the estimates or assumptions related to the Fund’s deferred tax liability as new information becomes available. The Fund will generally compute deferred income taxes based on the marginal regular federal income tax rate applicable to corporations and an assumed rate attributable to state taxes.

 

    15

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Alerian MLP ETF

  Notes to Financial Statements
      November 30, 2011

 

The Fund recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statement of operations. Accrued interest and penalties are included within the related tax liability line in the balance sheet.

Since the Fund will be subject to taxation on its taxable income, the NAV of Fund shares will also be reduced by the accrual of any deferred tax liabilities. The Index however is calculated without any adjustments for taxes. As a result, the Fund’s after tax performance could differ significantly from the Index even if the pretax performance of the Fund and the performance of the Index are closely correlated.

The Fund’s income tax expense/(benefit) consists of the following:

 

     November 30, 2011  
     Current      Deferred      Total  

Federal

     5,304,722         33,251,895         38,556,617   

State

     330,849         2,157,804         2,488,653   

Total tax expense

     5,635,571         35,409,699         41,045,270   
     December 31, 2010  
     Current      Deferred      Total  

Federal

     0         12,779,885         12,779,885   

State

     0         0         0   

Total tax expense

     0         12,779,885         12,779,885   

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes.

Components of the Fund’s deferred tax assets and liabilities are as follows:

 

    

As of

November 30, 2011

    

As of

December 31, 2010

 

Deferred tax assets:

     

Income recognized from MLP investments

     2,494,257         0   

Loss carryforwards

     0         937,415   

Less Deferred tax liabilities:

     

Net unrealized gain on investment securities

     (50,683,811)         (13,717,270)   

Net Deferred tax liability

     (48,189,554)         (12,779,855)   

Although the Fund currently has a net deferred tax liability, it reviews the recoverability of its deferred tax assets based upon the weight of available evidence. When assessing the recoverability of its deferred tax assets, significant weight was given to the effects of potential future realized and unrealized gains on investments and the period over which these deferred tax assets can be realized.

 

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Alerian MLP ETF

  Notes to Financial Statements
      November 30, 2011

 

Currently, any capital losses that may be generated by the Fund in the future are eligible to be carried back up to three years and can be carried forward for five years to offset capital gains recognized by the fund in those years. Net operating losses that may be generated by the Fund in the future are eligible to be carried back up to two years and can be carried forward for 20 years to offset income generated by the Fund in those years.

Based upon the Fund’s assessment, it has determined that it is more likely than not that its deferred tax assets will be realized through future taxable income of the appropriate character. Accordingly, no valuation allowance has been established for the Fund’s deferred tax assets. The Fund will continue to assess the need for a valuation allowance in the future. Significant declines in the fair value of its portfolio of investments may change the Fund’s assessment of the recoverability of these assets and may result in the recording of a valuation allowance against all or a portion of the Fund’s gross deferred tax assets.

Total income tax benefit (current and deferred) differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment and realized and unrealized gain/(losses) on investment before taxes as follows:

 

     January 1 to
November 30, 2011
     Inception to
December 31, 2010
 

Income tax expense at statutory rate

     38,617,363         11,628,811   

State income taxes (net of federal benefit)

     2,795,518         1,151,044   

Change in estimated state deferred rate

     (320,414)         0   

Other

     (47,197)         0   

Net income tax expense

     41,045,270         12,779,855   

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:

 

     January 1 to
November 30, 2011
   Inception to
December 31, 2010

Unrecognized tax benefit – Beginning

   0    0

Gross increases – tax positions in prior period

   0    0

Gross decreases – tax positions in prior period

   0    0

Gross increases – tax positions in current period

   0    0

Settlement

   0    0

Lapse of statute of limitations

   0    0

Unrecognized tax benefit – Ending

   0    0

 

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  Notes to Financial Statements
      November 30, 2011

 

The Fund recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. For the period from Inception to November 30, 2011, the Fund had no accrued penalties or interest.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the fund. No U.S. federal or state income tax returns are currently under examination. The tax periods ended November 30, 2010 and 2011 remain subject to examination by tax authorities in the United States. Due to the nature of the Fund’s investments, the Fund may be required to file income tax returns in several states. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The adjusted cost basis of investment and gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

    

As of

November 30, 2011

   

As of

December 31, 2010

 

Gross unrealized appreciation – investment securities

     164,199,507        34,573,293   

Gross unrealized depreciation – investment securities

     (29,342,979     (448,944

Net Unrealized appreciation – investment securities

     134,856,528        34,124,349   

Cost basis of investments

     1,629,684,649        590,516,205   

F. Fair Value Measurements

The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

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  Notes to Financial Statements
      November 30, 2011

 

 

Level 1 —

 

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 —

 

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves,

default rates, and similar data.

Level 3 —

 

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

Investments in Securities

at Value*

  

Level 1 -

Unadjusted
Quoted Prices

    

Level 2 -

Other
Significant
Observable
Inputs

    

Level 3 -

Significant
Unobservable
Inputs

     Total  

Master Limited Partnerships Shares

   $ 1,764,541,176       $ –         $ –         $ 1,764,541,176   

TOTAL

   $ 1,764,541,176       $ –         $ –         $ 1,764,541,176   
   

 

*

For detailed descriptions of sectors, see the accompanying Schedule of Investments.

For the period ended November 30, 2011, the Fund did not have any significant transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. Investment Advisory Fee and Other Affiliated Transactions

 

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Fund’s investment adviser pursuant to an advisory agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.85% of the Fund’s average daily net assets. From time to time, the Investment Adviser may waive all or a portion of its fee.

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of the Fund, including the fee of the Index Provider, and the cost of transfer agency, custody, fund administration, legal, audit, trustees and other services, other than taxes, interest expenses, distribution fees or expenses, brokerage expenses, and extraordinary expenses such as litigation not incurred in the ordinary course of the Fund’s business.

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of the Fund.

 

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Annual  |  November 30, 2011

 


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  Notes to Financial Statements
      November 30, 2011

 

The Bank of New York Mellon is the custodian, fund accounting agent and transfer agent for the Fund.

Each Trustee who is not an officer or employee of the Investment Adviser, any sub-adviser or any of their affiliates (“Independent Trustees”) is paid a quarterly retainer of $3,500, $1,500 for each regularly scheduled Board meeting attended and $750 for each special meeting held outside of regularly scheduled meetings.

4. Purchases and Sales of Securities

 

For the period ended November 30, 2011, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:

 

Purchases

   Sales

 

$113,254,478

   $185,567,655

For the period ended November 30, 2011, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Purchases

   Sales

 

$1,190,142,601

   $25,633,201

Gains on in-kind transactions are not considered taxable for federal income tax purposes.

5. Capital Share Transactions

 

Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the Fund. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per unit of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances.

6. Master Limited Partnerships

 

MLPs are publicly traded partnerships engaged in the transportation, storage and processing of minerals and natural resources. By confining their operations to these specific activities, their interests, or units, are able to trade on public securities exchanges exactly like the shares of a corporation, without entity level taxation. Of the seventy MLPs eligible for inclusion in the Index, approximately two-thirds trade on the NYSE and the rest trade on the NASDAQ. To qualify as a MLP and to not be taxed as a corporation, a partnership must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). These qualifying sources include natural resource based activities such as the processing, transportation and storage of mineral or natural resources. MLPs generally have two classes of owners, the general partner

 

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  Notes to Financial Statements
      November 30, 2011

 

and limited partners. The general partner of an MLP is typically owned by a major energy company, an investment fund, the direct management of the MLP, or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners typically own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership’s operations and management. MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (“minimum quarterly distributions” or “MQD”). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD is paid to both common and subordinated units and is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions.

7. Indemnifications

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. New Accounting Pronouncements

 

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No.2011-04 amends FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No.2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.

 

    21

Annual  |  November 30, 2011

 


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Alerian MLP ETF

  Additional Information
      November 30, 2011 (Unaudited)

 

Proxy Voting Policies And Procedures

A description of the Fund’s proxy voting policies and procedures used in determining how to vote for proxies and information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30th is available without charge, (1) on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov; (2) upon request, by calling 1-866-513-5856; and (3) on the Trust’s website located at http://www.alpsfunds.com.

Portfolio Holdings

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q will be available (1) on the SEC’s website at http:// www.sec.gov; (2) by calling 1-866-513-5856; (3) on the Trust’s website located at http://www.alpsfunds. com; and (4) for review and copying at the SEC’s Public Reference Room (“PRR”) in Washington D.C. Information regarding the operation of the PRR may be obtained by calling 1-800-732-0330.

Shareholder Meeting

A Special Meeting of the Shareholders was held on October 14, 2011 for the purpose of voting on a proposal to approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc. The proposal passed and the results are noted below.

Proposal 1: To approve a new Investment Advisory Agreement between ALPS ETF Trust, on behalf of the Fund, and ALPS Advisors, Inc.:

 

Number of Votes
Record Date Votes    Affirmative    Against    Abstain    Uninstructed
43,493,935,378    41,288,133,282    728,509,294    802,421,802    674,871,000

 

Percentages of Total Outstanding        Percentages of Voted
Affirmative    Against   Abstain   Uninstructed        Affirmative   Against   Abstain   Uninstructed
52.726%    0.930%   1.025%   0.862%       94.928%   1.675%   1.845%   1.552%

 

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Board Considerations Regarding Approval

of Investment Advisory Agreement

      November 30, 2011 (Unaudited)

 

At an in-person meeting held on July 26, 2011, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), evaluated a proposal to approve a new Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and ALPS Advisors, Inc. (the “Investment Adviser”) with respect to Alerian MLP ETF (the “Fund”).

Consideration by the Board of this new Advisory Agreement was necessary because ALPS Holdings, Inc. (“ALPS Holdings”), parent company to the Investment Adviser, had agreed to be acquired by DST Systems, Inc. (“DST”) (the “Transaction”). Because ALPS Holdings would be acquired by DST, the Investment Adviser would thereby undergo a change in control, which would be deemed to be an “assignment” of the existing investment advisory agreement under the 1940 Act. As required by the 1940 Act, the existing investment advisory agreement provided for its automatic termination in the event of an assignment, and would therefore terminate upon the closing of the Transaction. In order for the Investment Adviser to continue as the Fund’s investment adviser, the Board and the Fund’s shareholders would have to approve a new Advisory Agreement with the Investment Adviser, which would take effect upon the closing of the Transaction.

In evaluating the new Advisory Agreement, the Board did not identify any single factor as all-important or controlling. The following summary does not identify all the matters considered by the Board, but includes the principal matters it considered. The Board considered whether the new Advisory Agreement would be in the best interests of the Fund and its shareholders, based on: (i) the nature, extent and quality of the services to be provided by the Investment Adviser under the Advisory Agreement; (ii) the investment performance of the Fund; (iii) the expenses borne by the Fund under the unitary fee arrangement of the Advisory Agreement; (iv) the estimated profitability of the Investment Adviser and its affiliates from their relationship with the Fund; (v) potential fall-out benefits to the Investment Adviser from its relationship with the Fund; and (vi) other general information about the Investment Adviser and its affiliates. The following is a summary of the Board’s consideration and conclusions regarding these matters.

Nature, Extent and Quality of the Services to be Provided

The Board considered the nature, extent and quality of the services to be provided by the Investment Adviser, including the portfolio management services to be provided, in light of the investment objective of the Fund. The Board considered that, following the Transaction, the Fund would be managed by senior personnel at the Investment Adviser. In that regard, the Board considered the history of care and conscientiousness in supervising the management of the Fund provided by such personnel. The Board considered the background and capabilities of such personnel in connection with the advisory services that they would provide to the Fund following the Transaction. The Board also considered the compliance records of the Investment Adviser. The Board considered representations from DST that it intended to retain all key management and personnel of ALPS Holdings and the Investment Adviser, and that DST did not anticipate that the Investment Adviser would undergo any changes to its structure, business strategy or services as a result of the Transaction. The Board also considered the Investment Adviser’s representation that the manner in which the Fund’s assets would be managed would not change as a result of the Transaction. Finally, the Board also considered its and the Fund’s association with the current personnel employed by the Investment Adviser.

The Board concluded that the nature, extent and quality of the services to be provided by the Investment Adviser to the Fund were appropriate and consistent with the terms of the new Advisory Agreement, and that the Fund was likely to benefit from services provided under its new Advisory Agreement. The Board also concluded that the quality of the services to be provided by the senior advisory personnel employed by the Investment Adviser was expected to be consistent with or superior to quality norms in the industry, and that the Investment Adviser would have sufficient personnel, with the appropriate education and experience, to serve the Fund effectively. The Board also concluded that the Investment Adviser had demonstrated a continuing ability to attract and retain well-qualified personnel (and noted the Investment Adviser’s representations that no changes were anticipated with respect to the Investment Adviser’s

 

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Annual  |  November 30, 2011

 


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Board Considerations Regarding Approval

of Investment Advisory Agreement

      November 30, 2011 (Unaudited)

 

compensation and incentive programs), and that the structure of the Investment Adviser’s operations was sufficient to retain and properly motivate the Fund’s current senior advisory personnel. Finally, the Board concluded that the financial condition of DST, ALPS Holdings and the Investment Adviser was sound.

Investment Performance

The Board also reviewed investment performance information of the Fund and its benchmark index. The Board evaluated the correlation and tracking error between the underlying index and the Fund.

Costs of the Services to be Provided to the Fund

The Board reviewed the fees to be paid by the Fund to the Investment Adviser, noting that the rate of fees to be paid under the new Advisory Agreement was the same fee rate the Fund currently paid. The Board noted that the advisory fee paid to the Investment Adviser by the Fund was a unitary fee pursuant to which the Investment Adviser assumes all expenses of the Fund (including the cost of transfer agency, custody, advisory, fund administration, legal, audit and other services) other than the payments under the new Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Board considered the Investment Adviser’s representation that it did not intend to raise any of its advisory or administration fees paid by the Fund for at least two years following the Transaction.

The Board reviewed comparative fee information of the Fund’s advisory contracts, including information about the rates of compensation paid to investment advisers, and overall expense ratios, for funds comparable in size, character and investment strategy to the Fund. The Board considered the fact that the Fund’s fees were generally comparable to the fees charged to similar funds. The Board concluded that the management fees payable by the Fund to the Investment Adviser were reasonable in relation to the nature and quality of the services expected to be provided, taking into account the fees charged by other advisers for managing comparable funds with similar strategies.

Projected Profitability and Costs of Services to the Investment Adviser and Potential “Fall-Out” Benefits

The Board reviewed reports of the financial position of the Investment Adviser. The Board considered the projected profitability of ALPS Holdings’ overall relationship with the Fund, which included fees payable to the Investment Adviser for advisory services. The Board noted that since the Fund was subject to a unitary fee arrangement with the Investment Adviser pursuant to the new Advisory Agreement, there were no other fees payable to other ALPS Holdings affiliates for non-advisory services, and concluded that the projected profitability of ALPS Holdings was reasonable in relation to the services to be provided and to the costs of providing services to the Fund.

The Board also considered any potential “fall-out” benefits that the Investment Adviser might receive because of its relationship with the Fund and concluded that the advisory fees were reasonable taking into account any such benefits. The Board acknowledged the Investment Adviser’s well-established stand-alone management relationships independent of the Fund and the regulatory and entrepreneurial risks each assumed in connection with the management of the Fund.

Economies of Scale

The Board reviewed the Fund’s assets under management, and noted that because of the Fund’s unitary fee arrangement, consideration of economies of scale was not a relevant factor to the Fund.

Conclusion

Based on its evaluation, the Board unanimously concluded that the terms of the new Advisory Agreement were reasonable, fair and in the best interests of the Fund and its shareholders. The Board believed that the new Advisory Agreement would enable the Fund to continue to enjoy the high-quality investment management services it had received in the past from the Investment Adviser, at a fee rate identical to the present rate, which the Board deemed appropriate, reasonable and in the best interests of the Fund and its shareholders.

 

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Alerian MLP ETF

  Trustees & Officers
      November 30, 2011 (Unaudited)

 

Independent Trustees

Name, Address

and Age of

Management

Trustee*

 

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees***

 

Other

Directorships

Held by Trustees

Mary K. Anstine,

age 71

  Trustee    Since

March 2008

  

Ms. Anstine was President/Chief Executive Officer of Health ONE Alliance, Denver, Colorado, and former Executive Vice President of First Interstate Bank of Denver. Ms. Anstine is also Trustee/ Director of the following: AV Hunter Trust; Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers Association Trust Executive Committee.

 

   21  

Ms. Anstine is

a Trustee of

Financial Investors

Variable Insurance

Trust (5 funds);

Financial Investors

Trust (17 funds);

Reaves Utility

Income Fund; and

Westcore Trust (12

funds).

Jeremy W. Deems,

age 35

  Trustee    Since

March 2008

  

Mr. Deems is the Co-Founder, Chief Compliance Officer and Chief Financial Officer of Green

Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.

   21  

Mr. Deems is

a Trustee of

Financial Investors

Trust (17 funds);

Financial Investors

Variable Insurance

Trust (5 funds);

and Reaves Utility

Income Fund.

 

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  Trustees & Officers
      November 30, 2011 (Unaudited)

 

Independent Trustees (continued)

Name, Address

and Age of

Management

Trustee*

 

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees***

 

Other

Directorships

Held by Trustees

Rick A. Pederson, age 59   Trustee    Since

March
2008

   President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Partner, Western Capital Partners (a prime lending company), 2000 - present; Partner, Bow River Capital Partners (investment manager), 2003 - present; Principal, The Pauls Corporation (real estate development), 2008 - present; Director, Guaranty Bank and Trust (a community bank), 1999 – 2007; Winter Park Recreational Association (an entity that operates, maintains and develops Winter Park Resort), 2002 – 2008; Neenan Co. (an integrated real estate development, architecture and construction company), 2002 – present; NexCore Properties LLC (a real estate investment company), 2004 – present; Urban Land Conservancy (a not-for-profit organization), 2004 – present.    7  

Mr. Pederson is

Trustee of Westcore

Trust (12 funds)

 

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

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  Trustees & Officers
      November 30, 2011 (Unaudited)

 

Interested Trustee***

Name, Address

and Age of

Management

Trustee*

 

Position(s)

Held

with Trust

  

Term of Office

and Length of

Time Served**

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen by

Trustees****

 

Other

Directorships

Held by Trustees

Thomas A. Carter,

age 45

  Trustee and

President

   Since
March 2008
   Mr. Carter joined ALPS Fund Services, Inc. (“ALPS”) in 1994 and is currently President and Director of ALPS Advisors, Inc. (“AAI”), ALPS Distributors, Inc. (“ADI”) and FTAM Funds Distributor, Inc. (“FDI”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, FDI and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.    12  

Mr. Carter is a Trustee of

Financial Investors Variable Insurance Trust (5 funds)

*

The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

Mr. Carter is an interested person of the Trust because of his affiliation with ALPS.

****

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services

 

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  Trustees & Officers
      November 30, 2011 (Unaudited)

 

Officers

 

Name, Address

and Age of

Executive

Officer*

  

Position(s)

Held

with  Trust

  

Length of Time

Served**

         Principal Occupation(s) During Past 5 Years

Melanie

Zimdars,

age 35

   Chief Compliance Officer (“CCO”)   

Since

December 2009

       

Ms. Zimdars currently serves as a Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. From 2001 until joining Wasatch in 2005, she was a Compliance Officer for U.S. Bancorp Fund Services, LLC. Because of her position with ALPS, Ms. Zimdars is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Zimdars is also the CCO of Financial Investors Variable Insurance Trust, Liberty All-Star Growth Fund, Inc. and Liberty All-Star Equity Fund.

 

 

Kimberly R.

Storms,

age 39

  

 

Treasurer

  

 

Since

March 2008

       

 

Ms. Storms is Director of Fund Administration and Senior Vice President of ALPS. Ms. Storms joined ALPS in 1998 as Assistant Controller. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Storms is also Assistant Treasurer of the Liberty All-Star Equity Fund, Liberty All-Star Growth Fund and Financial Investors Trust; and Assistant Secretary of Ameristock Mutual Fund, Inc.

 

 

William

Parmentier,

age 59

  

 

Vice

President

  

 

Since

March 2008

       

 

Mr. Parmentier is Chief Investment Officer, ALPS Advisors, Inc. (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc.

 

 

Tané T. Tyler,

age 47

  

 

Secretary

  

 

Since

December 2008

       

 

Ms.Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms. Tyler joined ALPS in 2004. She served as Secretary,Reaves Utility Income Fund from December 2004–2007; Secretary, Westcore Funds from February 2005–2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004–December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel,INVESCO Funds from September 1991 to December 2003. Ms. Tyler also serves as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund.

 

 

Monette R.

Nickels,

age 40

  

 

Tax Officer

  

 

Since

December 2009

       

 

Ms. Nickels is Senior Vice President and Director of Tax Administration of ALPS. Ms. Nickels joined ALPS in 2004 as Director of Tax Administration. Because of her position with ALPS, Ms. Nickels is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Nickels is also Tax Officer of Financial Investors Trust, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., and Financial Investors Variable Insurance Trust.

 

 

*

The business address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.

**

This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his successor is elected.

 

28

 
  www.alpsfunds.com  |  866.513.5856


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LOGO

 

This report has been prepared for Alerian MLP ETF shareholders and may be distributed to others only if preceded or accompanied by a prospectus.

ALPS Distributors, Inc., distributor for the Alerian MLP ETF.

ALR000188 07/31/12


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Item 2. Code of Ethics.

(a) The Registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the Registrant.

(b) Not applicable.

(c) During the period covered by this report, no amendments to the provisions of the code of ethics adopted in 2(a) above were made.

(d) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

(e) Not applicable.

(f) The Registrant’s Code of Ethics is attached as an Exhibit hereto.

 

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the Registrant has determined that the Registrant has at least one Audit Committee Financial Expert serving on its audit committee. The Board of Trustees of the Registrant has designated Jeremy W. Deems as the Registrant’s “Audit Committee Financial Expert”. Mr. Deems is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

  (a)

Audit Fees: For the Registrant’s fiscal year ended November 30, 2011 and December 31, 2010, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $149,100 and $124,000, respectively.

 

  (b)

Audit-Related Fees: For the Registrant’s fiscal year ended November 30, 2011 and December 31, 2010, the aggregate fees billed for professional services rendered by the principal accountant for the verification of the Registrant’s securities and similar investments in accordance with Rule 17f-2 under the Investment Company Act of 1940 were $4,000 and $6,000, respectively.


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  (c)

Tax Fees: For the Registrant’s fiscal year ended November 30, 2011 and December 31, 2010, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $36,480 and $35,420, respectively. The fiscal year 2011 and 2010 tax fees were for services pertaining to federal and state income tax return review, review of year end dividend distributions and excise tax preparation.

 

  (d)

All Other Fees: For the Registrant’s fiscal year ended November 30, 2011 and December 31, 2010, aggregate fees billed to the Registrant by the principal accountant for services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item 4 were $0 and $1,500, respectively.

 

  (e)(1)

Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant’s principal accountant must be pre-approved by the Registrant’s audit committee.

 

  (e)(2)

No services described in paragraphs (b) through (d) of this Item were approved by the Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

  (f)

Not applicable.

 

  (g)

The aggregate non-audit fees billed by the Registrant’s accountant for the fiscal year ended November 30, 2011 and December 31, 2010 of the Registrant were $199,480 and $231,920, respectively. These fees consisted of non-audit fees billed to (i) the Registrant of $36,480 and $36, 920 as described in response to paragraph (c) above and (ii) to ALPS Fund Services, Inc. (“AFS”), an entity under common control with ALPS Advisors, Inc., the Registrant’s investment adviser, of $163,000 and $195,000, respectively. The non-audit fees billed to AFS related to SSAE 16 services and other compliance-related matters.

 

  (h)

The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence. The Registrant’s audit committee determined that the provision of such non-audit services is compatible with maintaining the principal accountant’s independence.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.


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Item 6. Investments.

 

  (a)

Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR.

 

  (b)

Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

Item 10. Submission of Matters to Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2) of Regulation S-K, or this Item.

 

Item 11. Controls and Procedures.

 

  (a)

The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

 

  (b)

There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

  (a)(1)

Registrant’s Code of Ethics for Senior Financial Officers, which is the subject of the disclosure required by Item 2 of Form N-CSR, was filed as Exhibit 12(a)(1) to the Registrant’s Certified Shareholder Report on Form N-CSR, File No. 811-22175, on March 6, 2009.


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  (a)(2)

The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.Cert.

 

  (a)(3)

Not applicable.

 

  (b)

The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906Cert.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ALPS ETF TRUST
By:  

/s/ Thomas A. Carter

  Thomas A. Carter
  President (Principal Executive Officer)
Date:   February 6, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Thomas A. Carter

  Thomas A. Carter
  President (Principal Executive Officer)
Date:   February 6, 2012

 

By:  

/s/ Kimberly R. Storms

  Kimberly R. Storms
  Treasurer (Principal Financial Officer)
Date:  

February 6, 2012