TABLE OF CONTENTS

 

Performance Overview 1
Disclosure of Fund Expenses 7
Report of Independent Registered Public Accounting Firm 8
Schedule of Investments 9
Statement of Assets and Liabilities 14
Statement of Operations 15
Statements of Changes in Net Assets 16
Financial Highlights 17
Notes to Financial Statements 18
Additional Information 24
Board Considerations Regarding Approval of Investment Advisory Agreement 26
Trustees & Officers 27
     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Investment Objective

 

The Barron’s 400SM ETF (the “Fund” or “BFOR”) seeks investment results that correspond generally, before fees and expenses, to the performance of the Barron’s 400 IndexSM (the “Underlying Index” or “B400T”). The Underlying Index is a rules-based index intended to give investors a means of tracking the overall performance of high performing equity securities of U.S. companies. The Fund will invest at least 80% of its total assets in the equity securities which comprise the Underlying Index.

 

The Underlying Index generally consists of 400 stocks. The Underlying Index’s stocks are constituents of the MarketGrader U.S. Coverage Universe. In compiling the Underlying Index, MarketGrader Capital, LLC (the “Index Provider”) selects the 400 stocks from the MarketGrader U.S. Coverage Universe by using a methodology that selects components based on the strength of their fundamentals in growth, value, profitability and cash flow and then screens such potential Underlying Index components for certain criteria regarding concentration, market capitalization, and liquidity. The eligible stocks that are selected for inclusion in the Underlying Index’s portfolio are equally weighted. The Underlying Index is rebalanced by the Index Provider semiannually, on the third Friday of March and September each year.

 

Performance Overview

 

The Barron’s 400 ETF declined 6.2% between November 30, 2021, and November 30, 2022, its worst fiscal year return since the Fund was launched in June 2013. However, in a very challenging year for U.S. equities and for asset prices in general due to rapidly rising interest rates, BFOR showed resilience. The Dow Jones U.S. Total Stock Market Index, the broadest U.S. benchmark equity benchmark, lost 11.3% on a total return basis during the Fund’s fiscal year. Meanwhile, BFOR’s benchmark, the Barron’s 400 Index (B400T), fell by less than half the broad market’s decline, losing 5.5%, on a total return basis. Figure 1 represents the fiscal year returns for BFOR and B400T since the Fund’s inception on June 3, 2013.

 

Figure 1. Fiscal Year Returns for the Barron’s 400 ETF (BFOR) and its Benchmark, the Barron’s 400 Index (B400T) Since Inception on June 3, 2013.

 

Fiscal Year Barron’s 400 ETF (BFOR) Barron’s 400 Index (B400T)
2013* 17.2% 18.4%
2014 8.1% 9.0%
2015 1.0% 1.8%
2016 9.1% 9.9%
2017 21.9% 22.6%
2018 -2.1% -1.5%
2019 5.0% 5.6%
2020 13.3% 14.1%
2021 33.2% 34.1%
2022 -6.2% -5.5%

 

* Fiscal year 2013 is measured from the Fund’s inception on June 3, 2013, through November 30, 2013. BFOR returns are based on the Fund’s last market price at each fiscal year’s end date. B400T figures reflect total returns. Source: Bloomberg.

 

Strategy Helps the Barron’s 400 Index Sidestep the Worst of the Market’s Decline

 

The most recent fiscal year was particularly challenging for growth stocks, especially when compared to their value counterparts, reversing years of large cap performance. The Russell 3000 Growth Index declined by -21.6% in the 12 months ending November 30th, trailing the Russell 3000 Value Index, which was up 1.9%, by a spread of over 23 percentage points. Meanwhile, the Barron’s 400 Index (B400T), which selects its constituents according to MarketGrader’s Growth at a Reasonable Price (GARP) methodology, was able to sidestep much of the growth benchmark’s decline, falling a mere 5.5%, which means the B400T outperformed the growth benchmark by more than 16 percentage points1.

 

Besides the Index’s GARP selection methodology, readers should remember that B400T equally weights its constituents at its semi-annual rebalances that take place every March and September. This also served it well during the most recent fiscal year as it helped the Index avoid an overconcentration in large cap growth stocks, which suffered larger declines than the overall market. This may be seen in the -21.6% return for the Russell 1000 Growth Index, well below the -10.7% return for the Russell 1000 Index. Additionally, the Index’s all-cap methodology served it well in outperforming both the large cap and small cap benchmarks, with B400T beating the Russell 1000 Index by 520 basis points and the Russell 2000 Index by 750 basis points. It also outperformed the S&P 500 Index, a widely followed large cap benchmark, by 370 basis points2. Figure 2 shows the fiscal year performance for both BFOR and B400T relative to various broad market benchmarks.

 

1 Source: Bloomberg
2 All figures cited above are based on total returns; source: Bloomberg.

 

1 | November 30, 2022

     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Figure 2. Fiscal Year 2022 Performance for the Barron’s 400 ETF (BFOR) and the Barron’s 400 Index (B400T) vs. Select Broad, Size, and Style U.S. Equity Benchmarks

 

  Fiscal Year Return
  11/30/2021 – 11/30/2022
Barron’s 400 ETF (BFOR) -6.2%
Barron’s 400 Index (B400T) -5.5%
Dow Jones US Total Stock Market Index -11.3%
S&P 500 Index -9.2%
Russell 1000 Index -10.7%
Russell 1000 Growth Index -21.6%
Russell 2000 Index -13.0%
Russell 2000 Value Index -4.7%
Russell 3000 Index -10.8%
Russell 3000 Growth Index -21.6%
Russell 3000 Value Index 1.9%

 

All figures are based on total returns. Source: Bloomberg

 

A Drill-Down Into the Barron’s 400 Companies

 

The Barron’s 400 Index, as its name implies, tracks 400 companies that are selected based on the quality of their GARP rating, as calculated by MarketGrader. However, over the course of BFOR’s fiscal year, which runs from November 30 of one year to November 30 of the following year, both the Index (B400T) and the Fund (BFOR) hold three different sets of 400 companies, given that B400T is reconstituted and rebalanced every March and September. The first portfolio of 400 companies is the one with which it starts the fiscal year (which was reconstituted in September of the previous fiscal year), and this is held through the March rebalance. When the B400T is reconstituted in March, this essentially determines the second portfolio of 400 companies that BFOR holds. Finally, when B400T reconstitutes in September, the third portfolio of Barron’s 400 companies that BFOR holds is determined. Each portfolio of companies is not, of course, completely different from the others as there is plenty of overlap across all three of them, as explained below.

 

During the fiscal year ended November 30, 2022, B400T and BFOR held a total of 714 stocks. Figure 3 shows how these holdings were broken down across all three holding periods. Among these 714 stocks, it is worth highlighting the 127 stocks that were selected to B400T across all three holding periods, or the entire fiscal year of BFOR. The average price return for these 127 stocks was -2.3%, outperforming the Index itself by 491 basis points. Figure 4 shows how these companies were broken down by sector along with each category’s average return.

 

Figure 3. Companies Selected to Barron’s 400 Index by Holding Period

 

Period # of Companies
Sept. 2021 to March 2022 Only 147
March 2022 to Sept. 2022 Only 72
Sept. 2022 to Present Only (in current portfolio) 136
Sept. 2021 to March 2022 & March 2022 to Sept. 2022 95
Sept. 2021 to March 2022 & Sept. 2022 to Present 31
March 2022 to Sept. 2022 & Sept. 2022 to Present (in current portfolio) 106
Entire Period: Sept. 2021 to Present (in current portfolio) 127
Total Holdings from Sept. 2021 to Present 714

 

Source: MarketGrader Research

 

2 | November 30, 2022

     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Figure 4. Size & Sector Composition of Companies Selected to Barron’s 400 Index Across All Holding Periods During Fiscal Year 2022

 

Market Cap Breakdown Count Average Market Cap in USD Millions Average Return
Large Caps 74 151,632 -5.2%
Small Caps 53 4,582 1.8%
Total 127 90,265 -2.3%
       
Sector Breakdown      
Consumer Discretionary 20 9,460 -13.9%
Consumer Staples 5 70,656 20.2%
Energy 6 15,073 42.8%
Financials 16 9,091 -5.3%
Health Care 14 95,855 5.1%
Industrials 26 28,880 -10.8%
Materials 13 17,631 9.2%
Technology 27 309,749 -7.2%

 

Market Cap breakdown is based on MarketGrader’s annual categorization of the U.S. equity universe by size. All companies in the top 85% of aggregate market capitalization are considered large caps and the remaining companies are considered small caps. Sources: MarketGrader Research, FactSet.

 

3 | November 30, 2022

     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Lastly, Figure 5 shows the 30 best performing stocks in B400T during fiscal year 2022, across all holding periods. Some, like top performer Catalyst Pharmaceuticals (CPRX), achieved some of the year’s best returns because they were held for the entire period. Others, like San Juan Basin Royalty Trust (SJT), were held over two holding periods, starting with the March 2022 rebalance. And, remarkably, six of the top 30 made the list after only two months as members of B400T, having been selected in September 2022.

 

Figure 5. Top 30 Performing Stocks in the Barron’s 400 Index During the 2022 Fiscal Year*

 

Symbol Company Name Market Cap** (in USD Millions) Sector Start Date End Date Return (%)
CPRX Catalyst Pharmaceuticals, Inc. 522 Health Care 11/30/21 11/30/22 139.6
TPL Texas Pacific Land Corp. 10,267 Energy 11/30/21 11/30/22 114.5
CLFD Clearfield, Inc. 524 Technology 11/30/21 11/30/22 103.3
BDSI BioDelivery Sciences Intl. 360 Health Care 11/30/21 3/18/22 100.7
STLD Steel Dynamics, Inc. 13,038 Materials 11/30/21 11/30/22 73.8
SJT San Juan Basin Royalty Trust 324 Energy 3/21/22 11/30/22 73.7
VRTX Vertex Pharmaceuticals Inc. 51,351 Health Care 11/30/21 11/30/22 69.3
CCRN Cross Country Healthcare, Inc. 768 Health Care 3/21/22 11/30/22 64.8
EOG EOG Resources, Inc. 39,777 Energy 11/30/21 11/30/22 63.1
HALO Halozyme Therapeutics, Inc. 5,985 Health Care 11/30/21 3/18/22 58.8
  Archer-Daniels-Midland          
ADM Company 33,493 Consumer Staples 11/30/21 11/30/22 56.7
MUSA Murphy USA, Inc. 4,103 Consumer Discretionary 3/21/22 11/30/22 54.3
BTU Peabody Energy Corporation 3,463 Energy 9/19/22 11/30/22 50.5
MOS Mosaic Company 11,173 Materials 11/30/21 11/30/22 49.9
CHRD Chord Energy Corporation 2,313 Energy 9/19/22 11/30/22 48.9
CAT Caterpillar Inc. 115,671 Industrials 11/30/21 3/18/22 48.3
DE Deere & Company 108,228 Industrials 11/30/21 3/18/22 45.4
ATEN A10 Networks, Inc. 934 Technology 9/19/22 11/30/22 45.2
MNRL Brigham Minerals, Inc. Class A 1,002 Energy 3/21/22 11/30/22 43.4
MGPI MGP Ingredients, Inc. 881 Consumer Staples 11/30/21 9/16/22 43.2
HDSN Hudson Technologies, Inc. 326 Industrials 9/19/22 11/30/22 42.7
FHN First Horizon Corporation 8,601 Financials 11/30/21 3/18/22 42.7
NUE Nucor Corporation 33,678 Materials 11/30/21 11/30/22 41.1
PBF PBF Energy, Inc. Class A 3,679 Energy 9/19/22 11/30/22 40.6
LSCC Lattice Semiconductor Corp. 7,438 Technology 9/19/22 11/30/22 40.3
ABBV AbbVie, Inc. 197,618 Health Care 11/30/21 11/30/22 39.8
MRK Merck & Co., Inc. 192,673 Health Care 3/21/22 11/30/22 39.3
NOC Northrop Grumman Corp. 58,867 Industrials 11/30/21 9/16/22 39.1
HES Hess Corporation 28,224 Energy 3/21/22 11/30/22 38.6
MGY Magnolia Oil & Gas Corp. Cl A 3,143 Energy 11/30/21 11/30/22 37.5

 

* Regardless of holding period.
** Market Capitalizations are from the first date each company was first selected to the Index across the three holding periods in fiscal year 2022. All returns are price-only. Sources: MarketGrader Research, FactSet.

 

4 | November 30, 2022

     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Performance (as of November 30, 2022)

 

  1 Year 5 Year Since Inception^
Barron’s 400SM ETF – NAV -6.18% 7.79% 10.04%
Barron’s 400SM ETF – Market Price* -6.21% 7.79% 10.04%
Barron’s 400 IndexSM -5.52% 8.51% 10.77%

 

Total Expense Ratio (per the current prospectus) is 0.65%

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends and capital gains distributions, if any. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 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 www.alpsfunds.com or call 1.866.759.5679.

 

Net Asset Value (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 June 4, 2013.

 

* Market Price means the official closing price of a share or, if it more accurately reflects the market value of a share at the time as of which the Fund calculates current net asset value per share, the price that is the midpoint of the bid-ask spread as of that time. It does not represent the returns an investor would receive if shares were traded at other times.

 

The Barron’s 400 IndexSM, calculated by NYSE Arca or its affiliates, measures the performance of a diversified group of U.S. companies selected in part based on fundamentals-related rules-based criteria. The index includes companies that have scored highest according to fundamentals-related rankings calculated by MarketGrader Capital, LLC. Additional rules-based screening provides for sector and market cap diversification. The Underlying Index has been licensed by MarketGrader for use with the Barron’s 400SM ETF.

 

The index is not actively managed and does not reflect any deductions for fees, expenses or taxes. One cannot invest directly in an index. Index performance does not reflect Fund performance.

 

Funds that emphasize investments in small/mid cap companies will generally experience greater price volatility.

 

Barron’s 400SM ETF shares are not individually redeemable. Investors buy and sell shares of the Barron’s 400SM ETF on a secondary market. Only market makers or “authorized participants” may trade directly with the Fund, typically in blocks of 25,000 shares.

 

The Barron’s 400SM ETF is not suitable for all investors. Investments in the Fund are subject to investment risks, including possible loss of the principal amount invested.

 

ALPS Portfolio Solutions Distributor, Inc., a FINRA member, is the distributor for the Fund.

 

5 | November 30, 2022

     

 

Barron’s 400SM ETF  
Performance Overview November 30, 2022 (Unaudited)

 

Top 10 Holdings*^ (as of November 30, 2022)

 

Amkor Technology, Inc. 0.35%
Texas Pacific Land Corp. 0.34%
Atkore, Inc. 0.34%
Hudson Technologies, Inc. 0.34%
Peabody Energy Corp. 0.33%
Netflix, Inc. 0.33%
Lattice Semiconductor Corp. 0.33%
A10 Networks, Inc. 0.33%
Halozyme Therapeutics, Inc. 0.32%
Medpace Holdings, Inc. 0.32%
Total % of Top 10 Holdings 3.33%

 

* % of Total Investments (excluding investments purchased with collateral from securities loaned).

 

^ Excludes Money Market Fund

 

Sector Allocation* (as of November 30, 2022)

 

 

 

Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2022)

Comparison of change in value of a $10,000 investment in the Fund and the Underlying Index

 

 

 

The chart above compares historical performance of a hypothetical investment of $10,000 in the Fund since inception with the performance of the Fund’s benchmark index. Results include the reinvestment of all dividends and capital gains distributions. Past performance does not guarantee future results. The chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

6 | November 30, 2022

     

 

Barron’s 400SM ETF  
Disclosure of Fund Expenses November 30, 2022 (Unaudited)

 

Shareholder Expense Example: As a shareholder of the Fund, you incur certain 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 the beginning of the six month period and held through November 30, 2022.

 

Actual Return: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, 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 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 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 brokerage commissions and other fees to financial intermediaries. 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 6/1/22 Ending Account Value 11/30/22 Expense Ratio(a) Expenses Paid During Period 6/1/22 - 11/30/22(b)
Barron's 400 SM ETF        
Actual $1,000.00 $1,024.40 0.65% $3.30
Hypothetical (5% return before expenses) $1,000.00 $1,021.81 0.65% $3.29

 

(a) Annualized, based on the Fund's most recent fiscal half year expenses.
(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 (183), divided by 365.

 

7 | November 30, 2022

     

 

Barron’s 400SM ETF
Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ALPS ETF Trust and the shareholders of Barron’s 400SM ETF

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Barron’s 400SM ETF, a series of shares of beneficial interest in ALPS ETF Trust (the “Fund”), including the schedule of investments, as of November 30, 2022, and the related statements of operations and changes in net assets and the financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, and the results of its operations, the changes in its net assets, and its financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The statement of changes in net assets for the year ended November 30, 2021 and the financial highlights for each of the years in the four-year period then ended were audited by other auditors whose report dated January 26, 2022, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022 by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the ALPS ETF Trust since 2022.

 

Philadelphia, Pennsylvania

January 27, 2023

 

8 | November 30, 2022

     

 

Barron’s 400SM ETF  
Schedule of Investments November 30, 2022

 

Security Description   Shares     Value  
COMMON STOCKS (97.29%)            
Communication Services (2.43%)            
Alphabet, Inc., Class A(a)     3,083     $ 311,352  
Charter Communications, Inc., Class A(a)     830       324,771  
Electronic Arts, Inc.     2,522       329,827  
Liberty Media Corp.-Liberty SiriusXM, Class C(a)     7,783       341,129  
Meta Platforms, Inc., Class A(a)     2,100       248,010  
Netflix, Inc.(a)     1,482       452,796  
Nexstar Media Group, Inc., Class A     1,660       314,670  
PubMatic, Inc., Class A(a)(b)     17,984       281,809  
Warner Music Group Corp., Class A     11,611       397,909  
World Wrestling Entertainment, Inc., Class A     4,706       375,915  
Total Communication Services             3,378,188  
                 
Consumer Discretionary (13.53%)                
Airbnb, Inc., Class A(a)     2,644       270,058  
Asbury Automotive Group, Inc.(a)     1,991       373,551  
Best Buy Co., Inc.     4,350       371,055  
Booking Holdings, Inc.(a)     167       347,268  
Buckle, Inc.     9,797       430,578  
Cavco Industries, Inc.(a)     1,524       349,956  
Chipotle Mexican Grill, Inc.(a)     190       309,122  
Crocs, Inc.(a)     4,264       430,664  
Darden Restaurants, Inc.     2,495       366,740  
Dave & Buster's Entertainment, Inc.(a)     8,872       351,864  
Deckers Outdoor Corp.(a)     960       382,925  
Destination XL Group, Inc.(a)     53,762       358,055  
Dillard's, Inc., Class A(b)     1,091       392,433  
Dollar Tree, Inc.(a)     2,318       348,372  
DR Horton, Inc.     4,626       397,836  
Ethan Allen Interiors, Inc.     13,575       386,209  
Ford Motor Co.     21,731       302,061  
Fox Factory Holding Corp.(a)     3,642       386,416  
Genuine Parts Co.     2,030       372,160  
Green Brick Partners, Inc.(a)     14,192       343,163  
H&R Block, Inc.     7,164       313,138  
Hasbro, Inc.     4,010       251,908  
Home Depot, Inc.     1,154       373,885  
Installed Building Products, Inc.     3,650       309,995  
Kontoor Brands, Inc.(b)     8,805       382,577  
LCI Industries     2,770       273,842  
Lennar Corp., Class B     5,440       394,998  
LKQ Corp.     6,345       344,724  
Malibu Boats, Inc., Class A(a)     5,892       340,027  
MarineMax, Inc.(a)     9,926       327,856  
Marriott International, Inc., Class A     2,056       339,960  
Meritage Homes Corp.(a)     4,330       374,155  
MGM Resorts International     9,450       348,327  
Murphy USA, Inc.     1,132       334,857  
NIKE, Inc., Class B     3,030       332,361  

 

Security Description   Shares     Value  
Consumer Discretionary (continued)            
NVR, Inc.(a)     80     $ 371,121  
OneWater Marine, Inc., Class A(a)     9,264       302,840  
Oxford Industries, Inc.     3,713       419,049  
Patrick Industries, Inc.     6,636       371,152  
Pool Corp.     959       315,904  
PulteGroup, Inc.     8,173       365,987  
RCI Hospitality Holdings, Inc.     4,708       428,522  
RH(a)     1,226       351,654  
Shoe Carnival, Inc.     13,892       366,888  
Skyline Champion Corp.(a)     5,979       310,848  
Steven Madden, Ltd.     11,060       382,012  
Taylor Morrison Home Corp., Class A(a)     13,636       414,398  
Tesla, Inc.(a)     1,096       213,391  
TopBuild Corp.(a)     1,835       282,737  
Tractor Supply Co.     1,658       375,222  
Ulta Beauty, Inc.(a)     747       347,236  
Vista Outdoor, Inc.(a)(b)     11,401       318,886  
Williams-Sonoma, Inc.     2,237       261,505  
Winnebago Industries, Inc.(b)     5,534       324,237  
Total Consumer Discretionary             18,836,685  
                 
Consumer Staples (2.41%)                
Archer-Daniels-Midland Co.     3,720       362,700  
Brown-Forman Corp., Class A     4,436       323,783  
Cal-Maine Foods, Inc.     5,675       330,739  
Campbell Soup Co.     6,798       364,849  
Coca-Cola Co.     5,320       338,405  
Costco Wholesale Corp.     631       340,267  
Darling Ingredients, Inc.(a)     4,218       302,979  
General Mills, Inc.     4,310       367,643  
Hershey Co.     1,441       338,880  
Tyson Foods, Inc., Class A     4,369       289,577  
Total Consumer Staples             3,359,822  
                 
Energy (13.83%)                
Antero Resources Corp.(a)     8,030       293,496  
APA Corp.     8,184       383,420  
Arch Resources, Inc., Class A     2,442       377,899  
Brigham Minerals, Inc., Class A     11,619       411,661  
California Resources Corp.     7,409       336,220  
Callon Petroleum Co.(a)     7,623       319,556  
Chesapeake Energy Corp.     3,163       327,370  
Chevron Corp.     2,012       368,820  
Chord Energy Corp.     2,297       350,361  
Civitas Resources, Inc.     5,119       344,816  
Comstock Resources, Inc.     16,353       300,078  
ConocoPhillips     2,917       360,279  
CONSOL Energy, Inc.     4,820       373,309  
Coterra Energy, Inc.     10,661       297,549  
Denbury, Inc.(a)     3,756       337,139  
Devon Energy Corp.     4,640       317,933  
Diamondback Energy, Inc.     2,377       351,844  
Earthstone Energy, Inc., Class A(a)     21,381       338,675  
EOG Resources, Inc.     2,642       374,979  
EQT Corp.     6,680       283,299  

 

9 | November 30, 2022

     

 

Barron’s 400SM ETF  
Schedule of Investments November 30, 2022

 

Security Description   Shares     Value  
Energy (continued)            
Exxon Mobil Corp.     3,368     $ 374,993  
Halliburton Co.     10,989       416,373  
Hess Corp.     2,587       372,295  
HF Sinclair Corp.     6,228       388,254  
Kinder Morgan, Inc.     17,621       336,914  
Kosmos Energy, Ltd.(a)     49,801       331,177  
Laredo Petroleum, Inc.(a)     4,469       285,256  
Magnolia Oil & Gas Corp., Class A     13,969       364,312  
Marathon Oil Corp.     12,094       370,439  
Marathon Petroleum Corp.     3,292       400,999  
Matador Resources Co.     5,489       364,250  
Murphy Oil Corp.     8,081       381,423  
Northern Oil and Gas, Inc.(b)     10,118       368,194  
Occidental Petroleum Corp.     4,898       340,362  
ONEOK, Inc.     5,191       347,382  
Ovintiv, Inc.     6,212       346,381  
PBF Energy, Inc., Class A     10,375       412,614  
PDC Energy, Inc.     4,908       364,763  
Peabody Energy Corp.(a)(b)     14,295       456,582  
Permian Resources Corp.     41,000       416,560  
Phillips 66     3,720       403,397  
Pioneer Natural Resources Co.     1,328       313,395  
Range Resources Corp.     10,181       293,925  
Ranger Oil Corp.(a)     8,373       364,812  
Sabine Royalty Trust(b)     3,928       314,672  
San Juan Basin Royalty Trust     27,707       322,509  
SandRidge Energy, Inc.(a)     17,408       355,123  
Schlumberger Ltd.     8,320       428,896  
SilverBow Resources, Inc.(a)     8,841       308,639  
SM Energy Co.     7,150       308,236  
Targa Resources Corp.     4,641       345,244  
Texas Pacific Land Corp.     184       477,027  
VAALCO Energy, Inc.     68,868       356,736  
Valero Energy Corp.     2,880       384,826  
Total Energy             19,265,663  
                 
Financials (16.49%)                
Ally Financial, Inc.     10,011       270,397  
Amalgamated Financial Corp.     14,086       375,674  
American Equity Investment Life Holding Co.     8,639       349,966  
American Express Co.     2,065       325,423  
American International Group, Inc.     5,911       373,043  
Ameriprise Financial, Inc.     1,154       383,070  
Ameris Bancorp     6,835       361,435  
Bank of America Corp.     9,459       358,023  
Bank OZK     7,845       362,047  
Blackstone, Inc.     3,395       310,744  
Capital One Financial Corp.     3,179       328,200  
Cathay General Bancorp     7,794       362,187  
Charles Schwab Corp.     4,406       363,671  
Comerica, Inc.     3,914       280,790  
ConnectOne Bancorp, Inc.     12,925       339,152  
Dime Community Bancshares, Inc.     10,388       370,540  
Discover Financial Services     3,258       353,037  

 

Security Description   Shares     Value  
Financials (continued)            
East West Bancorp, Inc.     4,386     $ 307,941  
Enterprise Financial Services Corp.     6,930       362,716  
Equitable Holdings, Inc.     10,743       340,983  
FactSet Research Systems, Inc.     718       331,206  
Farmers & Merchants Bancorp, Inc./Archbold OH     11,770       337,564  
Fidelity National Financial, Inc., Class A     7,899       318,804  
Fifth Third Bancorp     9,154       332,840  
First BanCorp     22,565       347,050  
First Citizens BancShares, Inc., Class A     380       310,255  
First Commonwealth Financial Corp.     24,303       357,740  
First Financial Bankshares, Inc.     7,654       282,815  
First Foundation, Inc.     16,812       235,536  
First Republic Bank     2,120       270,533  
Hamilton Lane, Inc., Class A     4,534       334,972  
Hancock Whitney Corp.     6,535       358,379  
Hanmi Financial Corp.     13,399       362,443  
Horizon Bancorp, Inc.     17,229       280,144  
Huntington Bancshares, Inc.     22,840       353,563  
Jackson Financial, Inc., Class A     9,925       370,699  
JPMorgan Chase & Co.     2,762       381,653  
KeyCorp     17,847       335,702  
Lakeland Bancorp, Inc.     19,661       367,268  
Marsh & McLennan Cos., Inc.     2,000       346,360  
Metropolitan Bank Holding Corp.(a)     4,576       290,759  
Mr Cooper Group, Inc.(a)     7,381       333,326  
Northern Trust Corp.     3,370       313,781  
OFG Bancorp     12,046       348,973  
Origin Bancorp, Inc.     7,937       324,782  
Pacific Premier Bancorp, Inc.     10,045       371,163  
Patria Investments, Ltd., Class A     23,516       320,993  
Pinnacle Financial Partners, Inc.     3,972       333,211  
PNC Financial Services Group, Inc.     2,000       336,520  
Preferred Bank     4,781       361,396  
Premier Financial Corp.     12,507       364,954  
Principal Financial Group, Inc.     4,140       371,275  
Regions Financial Corp.     14,776       342,951  
Sandy Spring Bancorp, Inc.     8,469       294,891  
ServisFirst Bancshares, Inc.     3,876       293,878  
Signature Bank/New York NY     1,801       251,240  
Silvergate Capital Corp., Class A(a)(b)     3,605       98,885  
South State Corp.     4,018       352,981  
Southside Bancshares, Inc.     8,684       315,577  
Synchrony Financial     10,130       380,685  
Synovus Financial Corp.     7,985       336,408  
The Hartford Financial Services Group, Inc.     4,844       369,936  
Truist Financial Corp.     6,800       318,308  
TrustCo Bank Corp.     9,738       378,224  

 

10 | November 30, 2022

     

 

Barron’s 400SM ETF  
Schedule of Investments November 30, 2022

 

Security Description   Shares     Value  
Financials (continued)            
UMB Financial Corp.     3,650     $ 312,148  
US Bancorp     7,093       321,951  
Washington Federal, Inc.     10,336       364,551  
Western Alliance Bancorp     4,282       293,488  
WR Berkley Corp.     4,819       367,593  
Total Financials             22,959,393  
                 
Health Care (8.32%)                
Abbott Laboratories     3,038       326,828  
AbbVie, Inc.     2,315       373,132  
Agilent Technologies, Inc.     2,404       372,572  
Amgen, Inc.     1,415       405,256  
AMN Healthcare Services, Inc.(a)     3,111       384,831  
Amphastar Pharmaceuticals, Inc.(a)     11,127       328,135  
Bristol-Myers Squibb Co.     4,536       364,150  
Catalyst Pharmaceuticals, Inc.(a)     20,996       352,103  
Charles River Laboratories International, Inc.(a)     1,511       345,369  
Cross Country Healthcare, Inc.(a)     12,144       434,512  
Danaher Corp.     1,140       311,687  
Doximity, Inc., Class A(a)(b)     9,684       329,159  
Dynavax Technologies Corp.(a)(b)     28,518       353,908  
Halozyme Therapeutics, Inc.(a)     7,779       445,426  
Harmony Biosciences Holdings, Inc.(a)(b)     7,003       418,569  
Hologic, Inc.(a)     4,728       360,085  
IQVIA Holdings, Inc.(a)     1,510       329,210  
iTeos Therapeutics, Inc.(a)     15,898       320,345  
Laboratory Corp. of America Holdings     1,405       338,184  
Medpace Holdings, Inc.(a)     2,105       441,818  
Merck & Co., Inc.     3,722       409,867  
Mettler-Toledo International, Inc.(a)     257       377,677  
Moderna, Inc.(a)     2,442       429,572  
QuidelOrtho Corp.(a)     3,836       336,072  
Repligen Corp.(a)(b)     1,440       257,530  
ResMed, Inc.     1,370       315,374  
Shockwave Medical, Inc.(a)     1,115       282,764  
SIGA Technologies, Inc.     24,090       221,146  
Thermo Fisher Scientific, Inc.     574       321,566  
Vertex Pharmaceuticals, Inc.(a)     1,144       361,962  
Waters Corp.(a)     1,075       372,595  
West Pharmaceutical Services, Inc.     1,096       257,187  
Zoetis, Inc.     1,997       307,818  
Total Health Care             11,586,409  
                 
Industrials (17.19%)                
Advanced Drainage Systems, Inc.(b)     2,370       230,506  
AerSale Corp.(a)     15,790       250,271  
AMETEK, Inc.     2,606       371,146  

 

Security Description   Shares     Value  
Industrials (continued)            
Applied Industrial Technologies, Inc.     3,073     $ 407,142  
ArcBest Corp.     4,284       354,587  
Atkore, Inc.(a)     3,904       476,874  
Boise Cascade Co.     5,421       401,371  
Builders FirstSource, Inc.(a)     5,652       361,332  
Carlisle Cos., Inc.     1,064       279,949  
Caterpillar, Inc.     1,740       411,353  
CH Robinson Worldwide, Inc.     2,918       292,442  
Cintas Corp.     787       363,421  
Comfort Systems USA, Inc.     3,150       399,294  
Copart, Inc.(a)     5,833       388,244  
Covenant Logistics Group, Inc.     11,317       434,460  
CSX Corp.     10,174       332,588  
Deere & Co.     884       389,844  
Dover Corp.     2,528       358,850  
Eagle Bulk Shipping, Inc.(b)     6,861       352,998  
Emerson Electric Co.     3,893       372,833  
Encore Wire Corp.     2,723       397,857  
Expeditors International of Washington, Inc.     3,217       373,365  
Fastenal Co.     6,684       344,293  
Forward Air Corp.     3,272       367,675  
Genco Shipping & Trading, Ltd.     22,721       336,952  
Generac Holdings, Inc.(a)     1,511       159,441  
GMS, Inc.(a)     7,468       366,679  
Golden Ocean Group, Ltd.(b)     34,843       294,075  
Graco, Inc.     4,968       347,611  
Herc Holdings, Inc.     2,780       356,313  
Heritage-Crystal Clean, Inc.(a)     10,296       325,354  
Hertz Global Holdings, Inc.(a)(b)     16,810       289,132  
Hub Group, Inc., Class A(a)     4,187       352,336  
Hubbell, Inc.     1,467       372,706  
Hudson Technologies, Inc.(a)     41,921       473,288  
IDEX Corp.     1,548       367,634  
Insteel Industries, Inc.     11,513       339,518  
JB Hunt Transport Services, Inc.     1,879       345,529  
Knight-Swift Transportation Holdings, Inc.     6,462       358,189  
Korn Ferry     6,190       353,016  
Landstar System, Inc.     2,213       382,805  
Marten Transport, Ltd.     16,411       349,718  
Matson, Inc.     4,453       283,923  
Mueller Industries, Inc.     5,247       360,836  
Nordson Corp.     1,413       334,160  
Old Dominion Freight Line, Inc.     1,235       373,723  
Owens Corning     3,776       335,460  
PACCAR, Inc.     3,735       395,574  
Quanex Building Products Corp.     16,108       382,887  
Republic Services, Inc.     2,193       305,463  
Resources Connection, Inc.     16,928       326,710  
Robert Half International, Inc.     4,094       322,525  
Ryder System, Inc.     4,212       393,780  
Saia, Inc.(a)     1,632       397,539  
Schneider National, Inc., Class B     14,459       372,464  

 

11 | November 30, 2022

     

 

Barron’s 400SM ETF  
Schedule of Investments November 30, 2022

 

Security Description   Shares     Value  
Industrials (continued)            
Simpson Manufacturing Co., Inc.     3,782     $ 351,915  
Snap-on, Inc.     1,476       355,126  
Trex Co., Inc.(a)     6,800       312,052  
Triton International, Ltd.     5,346       360,695  
UFP Industries, Inc.     4,359       356,828  
United Parcel Service, Inc., Class B     1,664       315,711  
United Rentals, Inc.(a)     1,088       384,097  
Verisk Analytics, Inc.     1,728       317,451  
Waste Management, Inc.     1,879       315,146  
Watsco, Inc.     1,176       316,320  
Watts Water Technologies, Inc., Class A     2,412       382,181  
Werner Enterprises, Inc.     8,122       357,206  
WW Grainger, Inc.     576       347,363  
Total Industrials             23,940,126  
                 
Information Technology (13.41%)                
A10 Networks, Inc.     24,169       452,202  
Adobe, Inc.(a)     872       300,779  
Advanced Micro Devices, Inc.(a)     4,178       324,338  
Amkor Technology, Inc.     17,567       492,227  
Amphenol Corp., Class A     4,329       348,181  
Analog Devices, Inc.     2,168       372,701  
Apple, Inc.     2,088       309,087  
Applied Materials, Inc.     3,545       388,532  
Arista Networks, Inc.(a)     2,680       373,324  
Automatic Data Processing, Inc.     1,367       361,079  
Axcelis Technologies, Inc.(a)     5,119       408,803  
Black Knight, Inc.(a)     4,721       292,655  
Broadcom, Inc.     638       351,557  
Cadence Design Systems, Inc.(a)     1,925       331,177  
CDW Corp.     1,860       350,870  
Cirrus Logic, Inc.(a)     4,372       326,632  
Cisco Systems, Inc.     7,291       362,509  
Clearfield, Inc.(a)     3,198       420,921  
Corning, Inc.     9,769       333,416  
Diodes, Inc.(a)     4,770       439,937  
Enphase Energy, Inc.(a)     1,050       336,619  
Entegris, Inc.     3,360       259,694  
FleetCor Technologies, Inc.(a)     1,516       297,439  
GLOBALFOUNDRIES, Inc.(a)(b)     5,630       362,291  
Jack Henry & Associates, Inc.     1,652       312,806  
Keysight Technologies, Inc.(a)     1,902       344,053  
KLA Corp.     941       369,954  
Lam Research Corp.     763       360,426  
Lattice Semiconductor Corp.(a)     6,212       452,420  
Littelfuse, Inc.     1,430       352,495  
Mastercard, Inc., Class A     988       352,123  
MaxLinear, Inc.(a)     9,218       337,379  
Microchip Technology, Inc.     5,084       402,602  
Micron Technology, Inc.     5,978       344,632  
Microsoft Corp.     1,274       325,048  
Monolithic Power Systems, Inc.     759       289,908  
NetApp, Inc.     4,504       304,515  

 

Security Description   Shares     Value  
Information Technology (continued)            
ON Semiconductor Corp.(a)     5,013     $ 376,978  
Onto Innovation, Inc.(a)     4,553       364,012  
Paychex, Inc.     2,632       326,447  
Paycom Software, Inc.(a)     890       301,799  
Photronics, Inc.(a)     20,405       383,614  
Power Integrations, Inc.     4,798       386,143  
Progress Software Corp.     7,083       377,666  
PTC, Inc.(a)     2,743       348,937  
QUALCOMM, Inc.     2,565       324,447  
Skyworks Solutions, Inc.     3,283       313,920  
Synopsys, Inc.(a)     994       337,503  
Teradyne, Inc.     3,850       359,783  
Texas Instruments, Inc.     1,995       360,018  
Verra Mobility Corp.(a)     19,623       311,025  
Visa, Inc., Class A, Class A     1,606       348,502  
Zoom Video Communications, Inc., Class A(a)     4,061       306,321  
Total Information Technology             18,672,446  
                 
Materials (8.38%)                
AdvanSix, Inc.     9,180       377,849  
Air Products and Chemicals, Inc.     1,256       389,561  
Alcoa Corp.     6,401       320,882  
Alpha Metallurgical Resources, Inc.     2,348       402,048  
Avery Dennison Corp.     1,738       336,008  
Celanese Corp.     2,935       314,926  
CF Industries Holdings, Inc.     3,199       346,100  
Chemours Co.     9,215       286,126  
Cliffs Natural Resources, Inc.(a)(b)     19,088       295,482  
Commercial Metals Co.     8,052       396,319  
Dow Chemical Co.     6,691       341,040  
Eagle Materials, Inc.     2,749       374,799  
Eastman Chemical Co.     3,810       330,022  
Freeport-McMoRan, Inc.     10,318       410,656  
Huntsman Corp.     12,194       338,749  
International Paper Co.     7,910       293,619  
Intrepid Potash, Inc.(a)     7,411       267,167  
Louisiana-Pacific Corp.     6,043       385,543  
Martin Marietta Materials, Inc.     946       346,690  
Mosaic Co.     6,112       313,546  
MP Materials Corp.(a)(b)     9,891       328,876  
Myers Industries, Inc.     17,721       413,608  
Nucor Corp.(b)     2,366       354,782  
Olin Corp.     6,245       355,840  
Olympic Steel, Inc.     12,291       431,291  
Packaging Corp. of America     2,335       317,303  
Reliance Steel & Aluminum Co.     1,711       361,517  
Ryerson Holding Corp.     11,259       332,028  
Steel Dynamics, Inc.     3,914       406,782  
TimkenSteel Corp.(a)     19,648       367,418  
United States Steel Corp.     14,393       378,392  
Warrior Met Coal, Inc.     10,676       393,090  
Westlake Corp.     3,408       366,871  
Total Materials             11,674,930  

 

12 | November 30, 2022

     

 

Barron’s 400SM ETF  
Schedule of Investments November 30, 2022

 

Security Description   Shares     Value  
Real Estate (0.47%)            
CBRE Group, Inc., Class A(a)     4,094     $ 325,882  
Marcus & Millichap, Inc.     8,671       322,908  
Total Real Estate             648,790  
                 
Utilities (0.83%)                
Brookfield Renewable Corp.     8,081       263,521  
National Fuel Gas Co.     4,620       305,983  
Otter Tail Corp.     4,380       261,179  
UGI Corp.     8,321       321,607  
Total Utilities             1,152,290  
                 
TOTAL COMMON STOCKS                
(Cost $120,888,734)             135,474,742  

 

Security Description   Shares     Value  
LIMITED PARTNERSHIPS (2.13%)            
Energy (1.67%)                
Black Stone Minerals LP     20,011       375,206  
Dorchester Minerals LP     11,295       341,674  
Enterprise Products Partners LP     12,094       300,052  
Kimbell Royalty Partners LP     18,550       320,359  
Magellan Midstream Partners LP     6,288       331,378  
MPLX LP     9,772       332,150  
Western Midstream Partners LP     11,601       324,596  
Total Energy             2,325,415  
                 
Materials (0.23%)                
CVR Partners LP     2,447       314,195  
                 
Utilities (0.22%)                
Suburban Propane Partners LP     19,081       314,073  
                 
TOTAL LIMITED PARTNERSHIPS                
(Cost $2,737,810)             2,953,683  

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (1.81%)                  
Money Market Fund (0.46%)                  
State Street Institutional Treasury Plus Money Market Fund (Premier Class)                  
(Cost $646,709)     3.69 %     646,709     $ 646,709  
                         
Investments Purchased with Collateral from Securities Loaned (1.35%)                        
State Street Navigator Securities Lending Government Money Market Portfolio, 3.86%                        
(Cost $1,877,149)             1,877,149       1,877,149  
TOTAL SHORT TERM INVESTMENTS                        
(Cost $2,523,858)                     2,523,858  
                         
TOTAL INVESTMENTS (101.22%)                        
(Cost $126,150,402)                   $ 140,952,283  
LIABILITIES IN EXCESS OF OTHER ASSETS (-1.22%)                     (1,704,687 )
NET ASSETS - 100.00%                   $ 139,247,596  

 

(a) Non-income producing security.
(b) Security, or a portion of the security position is currently on loan. The total market value of securities on loan is $4,395,851.

 

See Notes to Financial Statements.

 

13 | November 30, 2022

     

 

Barron’s 400SM ETF  
Statement of Assets and Liabilities November 30, 2022

 

ASSETS:      
Investments, at value*   $ 140,952,283  
Dividends receivable     243,665  
Total Assets     141,195,948  
         
LIABILITIES:        
Payable to adviser     71,203  
Payable for collateral upon return of securities loaned     1,877,149  
Total Liabilities     1,948,352  
NET ASSETS   $ 139,247,596  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 175,223,529  
Total distributable earnings/(accumulated losses)     (35,975,933 )
NET ASSETS   $ 139,247,596  
         
INVESTMENTS, AT COST   $ 126,150,402  
         
PRICING OF SHARES        
Net Assets   $ 139,247,596  
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)     2,400,000  
Net Asset Value, offering and redemption price per share   $ 58.02  

 

* Includes $4,395,851 of securities on loan.

 

See Notes to Financial Statements.

 

14 | November 30, 2022

     

 

Barron’s 400SM ETF  
Statement of Operations For the Year Ended November 30, 2022

 

INVESTMENT INCOME:      
Dividends*   $ 2,692,048  
Securities Lending Income     14,940  
Total Investment Income     2,706,988  
         
EXPENSES:        
Investment adviser fees     893,164  
Net Expenses     893,164  
NET INVESTMENT INCOME     1,813,824  
         
REALIZED AND UNREALIZED GAIN/(LOSS):        
Net realized gain on investments(a)     4,441,694  
Net change in unrealized appreciation/(depreciation) on investments     (15,691,208 )
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS     (11,249,514 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (9,435,690 )

 

* Net of foreign tax withholding of $3,402.
(a) Includes realized gain or loss as a result of in-kind transactions (See Note 4 in Notes to Financial Statements).

 

See Notes to Financial Statements.

 

15 | November 30, 2022

     

 

Barron’s 400SM ETF  
Statements of Changes in Net Assets  

 

    For the Year Ended November 30, 2022     For the Year Ended November 30, 2021  
OPERATIONS:            
Net investment income   $ 1,813,824     $ 1,264,631  
Net realized gain     4,441,694       35,081,287  
Net change in unrealized appreciation/(depreciation)     (15,691,208 )     2,133,972  
Net increase/(decrease) in net assets resulting from operations     (9,435,690 )     38,479,890  
                 
DISTRIBUTIONS TO SHAREHOLDERS:                
From distributable earnings     (1,433,725 )     (1,258,708 )
Total distributions     (1,433,725 )     (1,258,708 )
                 
CAPITAL SHARE TRANSACTIONS:                
Proceeds from sale of shares     1,408,837       94,843,165  
Cost of shares redeemed     (7,260,095 )     (94,389,197 )
Net increase/(decrease) from capital share transactions     (5,851,258 )     453,968  
Net increase/(decrease) in net assets     (16,720,673 )     37,675,150  
                 
NET ASSETS:                
Beginning of year     155,968,269       118,293,119  
End of year   $ 139,247,596     $ 155,968,269  
                 
OTHER INFORMATION:                
CAPITAL SHARE TRANSACTIONS:                
Beginning shares     2,500,000       2,500,000  
Shares sold     25,000       1,650,000  
Shares redeemed     (125,000 )     (1,650,000 )
Shares outstanding, end of year     2,400,000       2,500,000  

 

See Notes to Financial Statements.

 

16 | November 30, 2022

     

 

Barron’s 400SM ETF  
Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

    For the Year Ended November 30, 2022     For the Year Ended November 30, 2021     For the Year Ended November 30, 2020     For the Year Ended November 30, 2019     For the Year Ended November 30, 2018  
NET ASSET VALUE, BEGINNING OF PERIOD   $ 62.39     $ 47.32     $ 42.04     $ 40.42     $ 41.54  
                                         
INCOME FROM OPERATIONS:                                        
Net investment income(a)     0.75       0.52       0.43       0.44       0.40  
Net realized and unrealized gain/(loss)     (4.55 )     15.05       5.14       1.51       (1.27 )
Total from investment operations     (3.80 )     15.57       5.57       1.95       (0.87 )
                                         
DISTRIBUTIONS:                                        
From net investment income     (0.57 )     (0.50 )     (0.29 )     (0.33 )     (0.25 )
Total distributions     (0.57 )     (0.50 )     (0.29 )     (0.33 )     (0.25 )
                                         
NET INCREASE/(DECREASE) IN NET ASSET VALUE     (4.37 )     15.07       5.28       1.62       (1.12 )
NET ASSET VALUE, END OF PERIOD   $ 58.02     $ 62.39     $ 47.32     $ 42.04     $ 40.42  
TOTAL RETURN(b)     (6.18 )%     33.18 %     13.33 %     5.00 %     (2.12 )%
                                         
RATIOS/SUPPLEMENTAL DATA:                                        
Net assets, end of year (in 000s)   $ 139,248     $ 155,968     $ 118,293     $ 147,150     $ 163,708  
                                         
Ratio of expenses to average net assets     0.65 %     0.65 %     0.65 %     0.65 %     0.65 %
Ratio of net investment income to average net assets     1.32 %     0.90 %     1.08 %     1.10 %     0.93 %
Portfolio turnover rate(c)     94 %     91 %     83 %     109 %     88 %

 

(a) Based on average shares outstanding during the period.
(b) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the year and redemption at the net asset value on the last day of the year and assuming all distributions are reinvested at the reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(c) Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

See Notes to Financial Statements.

 

17 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

1. ORGANIZATION

 

 

ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2022, the Trust consisted of twenty-three separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the Barron’s 400SM ETF (the “Fund”). The investment objective of the Fund is to seek investment results that correspond generally, before fees and expenses, to the performance of the Barron’s 400 IndexSM (the “Underlying Index”). The Fund has elected to qualify as a diversified series of the Trust under the 1940 Act.

 

The Fund’s Shares (“Shares”) are listed on the NYSE Arca, Inc. (the “NYSE Arca”). The Fund issues and redeems Shares, at net asset value (“NAV”) in blocks of 25,000 Shares, each of which is called a “Creation Unit”. Creation Units are issued and redeemed principally in-kind for securities included in the Underlying Index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

 

Pursuant to 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.

 

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. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.

 

A. Portfolio Valuation

The Fund’s NAV is determined daily, as of the close of regular trading on the New York Stock Exchange (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 NASDAQ Stock Market LLC (“NASDAQ”) 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 ask 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 last quoted sale price in such market.

 

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”). Pursuant to Rule 2a-5 under the 1940 Act, the Board designated ALPS Advisors, Inc. (the "Adviser") as the valuation designee ("Valuation Designee") for the Fund to perform the fair value determinations relating to Fund investments. The Adviser may carry out its designated responsibilities as Valuation Designee through various teams and committees. 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 the Valuation Designee. 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 sale on the applicable exchange or principal market. A variety of factors may be considered in determining the fair value of such securities.

 

18 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

B. 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.

 

Valuation techniques used to value the Fund's investments by major category are as follows:

 

Equity securities and Limited Partnerships, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the mean of the most recent quoted bid and ask prices on such day and are generally categorized as Level 2 in the hierarchy. Investments in open-end mutual funds are valued at their closing NAV each business day and are categorized as Level 1 in the hierarchy.

 

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

 

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 investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

 

Level 2 – Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

 

Level 3 – Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

 

The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2022:

 

Barron's 400 SM ETF                        
Investments in Securities at Value   Level 1 - Quoted and Unadjusted Prices     Level 2 - Other Significant Observable Inputs     Level 3 - Significant Unobservable Inputs     Total  
Common Stocks*   $ 135,474,742     $     $     $ 135,474,742  
Limited Partnerships*     2,953,683                   2,953,683  
Short Term Investments     2,523,858                   2,523,858  
Total   $ 140,952,283     $     $     $ 140,952,283  

 

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

 

The Fund did not have any securities that used significant unobservable inputs (Level 3) in determining fair value and there were no transfers into or out of Level 3 during the year ended November 30, 2022.

 

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 specific identification in accordance with GAAP. Dividend income and capital gains distributions, if any, are recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis.

 

19 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

D. Dividends and Distributions to Shareholders

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

 

E. Federal Tax and Tax Basis 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 year ended November 30, 2022, the following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect permanent tax differences resulting primarily from in-kind transactions:

 

Fund   Paid-in Capital    

Total Distributable Earnings/

(Accumulated Losses)

 
Barron’s 400 SM ETF   $ 1,166,701     $ (1,166,701 )

 

The tax character of the distributions paid during the fiscal years ended November 30, 2022 and November 30, 2021 was as follows:

 

Fund   Ordinary Income    

Long-Term

Capital Gain

   

Return

of Capital

 
November 30, 2022                  
Barron’s 400 SM ETF   $ 1,433,725     $     $  

 

    Ordinary Income    

Long-Term

Capital Gain

   

Return

of Capital

 
November 30, 2021                  
Barron’s 400 SM ETF   $ 1,258,708     $     $  

 

The character of distributions made during the year may differ from its ultimate characterization for federal income tax purposes.

 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of November 30, 2022, the following amounts are available as carry forwards to the next tax year:

 

Fund   Short-Term     Long-Term  
Barron’s 400 SM ETF   $ 43,473,433     $ 8,875,623  

 

During the year ended November 30, 2022, the Fund used capital loss carryovers in the amount of $3,312,792.

 

As of November 30, 2022, the components of distributable earnings/(accumulated losses) on a tax basis were as follows:

 

Fund   Accumulated Net Investment Income     Accumulated Net Realized Gain/(Loss) on Investments     Other Accumulated Gains     Net Unrealized Appreciation/(Depreciation) on Investments     Total  
Barron's 400 SM ETF   $ 1,569,830     $ (52,349,056 )   $     $ 14,803,293     $ (35,975,933 )

 

As of November 30, 2022, the cost of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

    Barron’s 400SM  ETF  
Gross appreciation (excess of value over tax cost)   $ 21,162,212  
Gross depreciation (excess of tax cost over value)     (6,358,919 )
Net unrealized appreciation/(depreciation)   $ 14,803,293  
Cost of investments for income tax purposes   $ 126,148,990  

 

20 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

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

 

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 of 1986, as amended, 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.

 

As of and during the year ended November 30, 2022, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return, but may extend to four years in certain jurisdictions. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

G. Lending of Portfolio Securities

The Fund has entered into a securities lending agreement with State Street Bank & Trust Co. (“SSB”), the Fund’s lending agent. The Fund may lend its portfolio securities only to borrowers that are approved by SSB. The Fund will limit such lending to not more than 33 1/3% of the value of its total assets. The Fund’s securities held at SSB as custodian shall be available to be lent except those securities the Fund or ALPS Advisors, Inc. specifically identifies in writing as not being available for lending. The borrower pledges and maintains with the Fund collateral consisting of cash (U.S. Dollars only), securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, and cash equivalents (including irrevocable bank letters of credit) issued by a person other than the borrower or an affiliate of the borrower. The initial collateral received by the Fund is required to have a value of no less than 102% of the market value of the loaned securities for U.S equity securities and a value of no less than 105% of the market value for non-U.S. equity securities. The collateral is maintained thereafter, at a market value equal to not less than 102% of the current value of the U.S. equity securities on loan and not less than 105% of the current value of the non-U.S. equity securities on loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the customary time period for settlement of securities transactions.

 

Any cash collateral received is reinvested in a money market fund managed by SSB as disclosed in the Fund’s Schedule of Investments and is reflected in the Statement of Assets and Liabilities as a payable for collateral upon return of securities loaned. Non-cash collateral, in the form of securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, is not disclosed in the Fund’s Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Fund, and the Fund does not have the ability to re-hypothecate these securities. Income earned by the Fund from securities lending activity is disclosed in the Statement of Operations.

 

The following is a summary of the Fund's securities lending agreement and related cash and non-cash collateral received as of November 30, 2022:

 

    Market Value of Securities on Loan     Cash Collateral Received     Non-Cash Collateral Received     Total Collateral Received  
Barron's 400 SM ETF   $ 4,395,851     $ 1,877,149     $ 2,523,490     $ 4,400,639  

 

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by SSB. SSB’s indemnity allows for full replacement of securities lent wherein SSB will purchase the unreturned loaned securities on the open market by applying the proceeds of the collateral, or to the extent such proceeds are insufficient or the collateral is unavailable, SSB will purchase the unreturned loan securities at SSB’s expense. However, the Fund could suffer a loss if the value of the investments purchased with cash collateral falls below the value of the cash collateral received.

 

21 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

The following table reflects a breakdown of transactions accounted for as secured borrowings, the gross obligation by the type of collateral pledged or securities loaned, and the remaining contractual maturity of those transactions as of November 30, 2022:

 

Barron's 400 SM ETF         Remaining contractual maturity of the agreements      
                 
Securities Lending Transactions   Overnight & Continuous     Up to 30 Days   30-90 Days     Greater than 90 Days     Total  
Common Stocks   $ 1,877,149     $–   $     $     $ 1,877,149  
Total Borrowings                                 1,877,149  
Gross amount of recognized liabilities for securities lending (collateral received)                               $ 1,877,149  

 

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

 

 

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

 

Out of the unitary management fees, the Adviser pays substantially all expenses of the Fund, including 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. The Adviser’s unitary management fee is designed to pay substantially all of the Fund’s expenses and to compensate the Adviser for providing services to the Fund.

 

ALPS Fund Services, Inc., an affiliate of the Adviser, is the administrator of the Fund.

 

Effective February 16, 2022, each Trustee receives (1) a quarterly retainer of $20,000, (2) a per meeting fee of $10,000, (3) $2,500 for any special meeting held outside of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. In addition, the Chairman of the Board receives a quarterly retainer of $5,000, the Chairman of the Audit Committee receives a quarterly retainer of $3,000, and the Chairman of the Nominating & Governance Committee receives a quarterly retainer of $2,000, each in connection with their respective roles. Prior to February 16, 2022, each Trustee received (1) a quarterly retainer of $10,000, (2) a per meeting fee of $5,000, (3) $1,500 for any special meeting held outside of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. In addition, the Chairman of the Board and Chairman of the Audit Committee each received a quarterly retainer of $2,000, in connection with their respective roles.

 

4. PURCHASES AND SALES OF SECURITIES

 

 

For the year ended November 30, 2022 the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:

 

Fund   Purchases     Sales  
Barron's 400 SM ETF   $ 127,933,150     $ 127,790,167  

 

For the year ended November 30, 2022, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Fund   Purchases     Sales  
Barron's 400 SM ETF   $ 1,410,856     $ 7,257,626  

 

For the year ended November 30, 2022 the Fund had in-kind net realized gains of $1,180,917.

 

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

 

22 | November 30, 2022

     

 

Barron’s 400SM ETF  
Notes to Financial Statements November 30, 2022

 

5.  CAPITAL SHARE TRANSACTIONS

 

 

Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 25,000 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 NAV 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. RELATED PARTY TRANSACTIONS

 

 

The Fund engaged in cross trades between other funds in the Trust during the year ended November 30, 2022 pursuant to Rule 17a-7 under the 1940 Act. Cross trading is the buying or selling of portfolio securities between funds to which the Adviser serves as the investment adviser. The Board previously adopted procedures that apply to transactions between the Funds of the Trust pursuant to Rule 17a-7. These transactions related to cross trades during the period complied with the requirements set forth by Rule 17a-7 and the Trust’s procedures.

 

Transactions related to cross trades during the year ended November 30, 2022, were as follows:

 

Fund   Purchase Cost Paid     Sale Proceeds Received     Realized Gain/(Loss) on Sales  
Barron's 400 SM ETF   $ 4,037,990     $ 2,874,105     $ (207,521 )

 

7. MARKET RISK

 

 

The Fund is subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including the recent spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19), which can negatively impact the securities markets and cause the Fund to lose value. Securities in the Fund’s portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics.

 

The spread of COVID-19 has caused volatility, severe market dislocations and liquidity constraints in many markets, including markets for the securities the Fund holds, and may adversely affect the Fund’s investments and operations. The transmission of COVID-19 and efforts to contain its spread have resulted in travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations and supply chains, and a reduction in consumer and business spending, as well as general concern and uncertainty that has negatively affected the economy. These disruptions have led to instability in the market place and the jobs market. The impact of COVID-19 could adversely affect the economies of many nations or the entire global economy, the financial well-being and performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways.

 

The foregoing could lead to a significant economic downturn or recession, increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of the Fund’s securities or other assets. Such impacts may adversely affect the performance of the Fund.

 

8. SUBSEQUENT EVENTS

 

 

Subsequent events, if any, after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

 

23 | November 30, 2022

     

 

Barron’s 400SM ETF  
Additional Information November 30, 2022 (Unaudited)

 

PROXY VOTING RECORDS, POLICIES AND PROCEDURES

 

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 and a description of the Fund’s proxy voting policies and procedures used in determining how to vote for proxies are available without charge on the SEC’s website at www.sec.gov and upon request, by calling (toll-free) 1-866-759-5679.

 

PORTFOLIO HOLDINGS

 

The Fund files a complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT within 60 days after the end of the period. Copies of the Fund’s Form N-PORT are available without a charge, upon request, by contacting the Fund at 1-866-759-5679 and on the SEC’s website at https://www.sec.gov.

 

TAX INFORMATION

 

The Barron’s 400SM ETF designates the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable, for the calendar year ended December 31, 2021:

 

  Qualified Dividend Income Dividend Received Deduction
Barron's 400SM ETF 100.00% 100.00%

 

In early 2022, if applicable, shareholders of record received this information for the distributions paid to them by the Fund during the calendar year 2021 via Form 1099. The Fund will notify shareholders in early 2023 of amounts paid to them by the Fund, if any, during the calendar year 2022.

 

LICENSING AGREEMENT

 

MarketGrader Capital, LLC (the “Index Provider”) has entered into a license agreement with Dow Jones & Company to use the “Barron’s” name and certain related intellectual property in connection with the Underlying Index. The Index Provider also has entered into a license and services agreement with its parent company, MarketGrader.com, to use the methodology for constructing the Underlying Index. The Index Provider in turn has entered into the Sublicense Agreement with the Adviser to use the Underlying Index. The following disclosure relates to such licensing agreements:

 

The Barron’s 400SM ETF (the “Fund”) is not sponsored, managed or advised by the Index Provider. The Index Provider makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track the performance of a market or sector. The Index Provider’s only relationship to the Adviser or the Fund is the licensing of certain service marks and trade names of the Index Provider and of the Underlying Index that is determined, composed and calculated by the Index Provider without regard to the Adviser or the Fund. The Index Provider has no obligation to take the needs of the Adviser or the Fund or the owners of the Fund into consideration in determining, composing or calculating the Underlying Index.

 

THE INDEX PROVIDER DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND THE INDEX PROVIDER SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. THE INDEX PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. THE INDEX PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE INDEX PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

“The Barron’s 400SM Index ” is calculated and published by the Index Provider. “Barron’s,” “Barron’s 400” and “Barron’s 400 Index” are trademarks or service marks of DJC & Company, Inc. (“DJC”) or its affiliates and have been licensed to the Index Provider and sublicensed for certain purposes by Barron’s 400 Exchange Traded Fund, a sub-fund of that certain ALPS ETF Trust, a Delaware Statutory Trust (the “Sub-Licensee”). The Barron’s 400SM ETF (the “Product”) is not sponsored or advised by DJC or its affiliates. DJC and its affiliates make no representation or warranty, express or implied, to the Licensee or to the owners of the Product(s) or any member of the public regarding the advisability of trading in the Product. DJC and its affiliates’ only relationship to the Licensee is the licensing of certain trademarks and trade names of DJC. The Barron's 400SM Index is determined, composed and calculated by the Index Provider without regard to DJC. DJC has no obligation to take the needs of the Licensee or the owners of the Product into consideration in connection with its licensing of the Barron’s 400 Index to the Index Provider or the sublicense to Licensee. DJC and its affiliates are not responsible for and have not participated in the calculation of the Barron's 400SM Index or in the determination of the timing of, prices at, or quantities of the Fund to be sold or in the determination or calculation of the equation by which the Product are to be converted into cash. DJC and its affiliates have no obligation or liability in connection with the administration, marketing or trading of the Barron’s 400 Index or the Product.

 

24 | November 30, 2022

     

 

Barron’s 400SM ETF  
Additional Information November 30, 2022 (Unaudited)

 

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BARRON’S 400 INDEX OR ANY DATA INCLUDED THEREIN AND DOW JONES AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONESAND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BARRON’S 400 INDEX OR ANY DATA INCLUDED THEREIN. DOW JONES AND ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES. AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BARRON’S 400 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES AND ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DJC AND THE LICENSEE, OTHER THAN THE LICENSORS OF MARKETGRADER.

 

The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors, omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.

 

25 | November 30, 2022

     

 

Barron’s 400SM ETF  
Board Considerations Regarding Approval November 30, 2022 (Unaudited)
of Investment Advisory Agreement  

 

At a meeting held on June 21, 2022 via electronic means (video-conference), the Board of Trustees of the Trust (the “Board” or the “Trustees”), including the Trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “Independent Trustees”), evaluated a proposal to approve the continuance of the Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser” or “AAI”) with respect to the Barron’s 400 ETF (“BFOR” or the “Fund”). The Independent Trustees also met separately to consider the Investment Advisory Agreement.

 

In evaluating the Investment Advisory Agreement with respect to the Fund, including the Independent Trustees, the Board considered various factors, including (i) the nature, extent and quality of the services provided by AAI with respect to the Fund under the Investment Advisory Agreement; (ii) the advisory fees and other expenses paid by the Fund compared to those of similar funds managed by other investment advisers; (iii) the costs of the services provided to the Fund by AAI and the profits realized by AAI and its affiliates from its relationship to the Fund; (iv) the extent to which economies of scale have been or would be realized if and as the assets of the Fund grow and whether fees reflect the economies of scale for the benefit of shareholders; and (v) any additional benefits and other considerations.

 

With respect to the nature, extent and quality of the services provided by AAI under the Investment Advisory Agreement, the Board considered and reviewed information concerning the services provided under the Investment Advisory Agreement, the investment parameters of the index of the Fund, financial information regarding AAI and its parent company, information describing AAI’s current organization and the background and experience of the persons responsible for the day-to-day management of the Fund. The Board reviewed information on the performance of the Fund and its benchmark. The Board also evaluated the correlation and tracking error between the underlying index and the Fund’s performance.

 

Based on this review, the Board, including the Independent Trustees, found that the nature and extent of services provided to the Fund under the Investment Advisory Agreement was appropriate and that the quality was satisfactory.

 

The Board noted that the advisory fee for the Fund was a unitary fee pursuant to which AAI assumes all expenses of the Fund (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than the payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

 

With respect to advisory fee rates, the Board, including the Independent Trustees, noted the following:

 

The gross management fee rate for the Fund is higher than the median of its FUSE expense group. The Fund’s net expense ratio is higher than the median of its FUSE expense group. With respect to the Fund, the Board took into account, among other things, the unique features and performance of the Fund’s underlying index and the costs and benefits of linkage to the Barron’s name.

 

Based on the foregoing, and the other information available to them, the Board, including the Independent Trustees concluded that the advisory fee rate for the Fund was reasonable under the circumstances and in light of the quality of the services provided.

 

The Board, including the Independent Trustees considered other benefits available to AAI because of its relationship with the Fund and concluded that the advisory fees were reasonable taking into account any such benefits.

 

The Board, including the Independent Trustees also considered with respect to the Fund the information provided by AAI about the costs and profitability of AAI with respect to the Fund, including the asset levels and other factors that influence the profitability and financial viability of the Fund. The Board, including the Independent Trustees reviewed and noted the relatively small size of the Fund and concluded that AAI was not realizing any economies of scale. The Independent Trustees determined that AAI should continue to keep the Board informed on an ongoing basis of any significant developments (e.g., material increases in asset levels) so as to facilitate the Independent Trustees’ evaluation of whether further economies of scale have been achieved.

 

In voting to renew the Investment Advisory Agreement, the Board, including the Independent Trustees concluded that the terms of the Investment Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the members of the Board, including the Independent Trustees, considered relevant in the exercise of their reasonable business judgment. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

26 | November 30, 2022

     

 

Barron’s 400SM ETF  
Trustees & Officers November 30, 2022 (Unaudited)

 

The general supervision of the duties performed by the Adviser for the Fund under the Investment Advisory Agreement is the responsibility of the Board of Trustees. The Trust currently has four Trustees, each of whom have no affiliation or business connection with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the Adviser. These are the “non-interested” or “independent” Trustees (“Independent Trustees”).

 

The Independent Trustees of the Trust, their term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Independent Trustee, and other directorships, if any, held by the Trustee are shown below.

 

INDEPENDENT TRUSTEES
Name, Address & Year of Birth* 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,

1940

Trustee Since March 2008 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 38 Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (29 funds); and Reaves Utility Income Fund.
Jeremy W. Deems, 1976 Trustee Since March 2008 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the Shelton Green Alpha Fund. 38 Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (29 funds); and Reaves Utility Income Fund; and Clough Funds Trust (1 fund).
Rick A. Pederson, 1952 Trustee Since March 2008 Mr. Pederson is Partner, Bow River Capital Partners (private equity management), 2003 - present; Board Member, Prosci Inc. (private business services) 2013-2016; Advisory Board Member, Citywide Banks (Colorado community bank) 2014-  2017; Board Member, Strong-Bridge Consulting, 2015- 2019; Board Member, IRI/ODMS Holdings LLC, 2017 – 2019; Director, National Western Stock Show (not for profit) 2010 - present; Director, History Colorado (not for profit) 2015- present; Director, Citywide Bank Advisory Board 2017-present; Trustee, Boettcher Foundation, 2018 -present. 24 Mr. Pederson is Trustee of Segall Bryant & Hamill Trust (14 funds), Principal Real Estate Income Fund (1 fund).

 

* The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203.
** This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his or her 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.

 

27 | November 30, 2022

     

 

Barron’s 400SM ETF  
Trustees & Officers November 30, 2022 (Unaudited)

 

Name, Address & Year of Birth* 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
Edmund J. Burke, 1961 Trustee Since December 2017 Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc. (“ALPS”), and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Alliance Bioenergy Plus, Inc., a technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). 33 Mr. Burke is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); Director of the Liberty All- Star Growth Fund, Inc. (1 fund) and Financial Investors Trust (29 funds).

 

* The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203.
** This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his or her 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.

 

28 | November 30, 2022

     

 

Barron’s 400SM ETF  
Trustees & Officers November 30, 2022 (Unaudited)

 

OFFICERS:      
Name, Address and Year of Birth of Officer* Position(s) Held with Trust Length of Time Served** Principal Occupation(s) During Past 5 Years

Laton Spahr,

1975

President Since June 2021 Mr. Spahr joined ALPS in 2019 and currently serves as President and Portfolio Manager of AAI. Prior to his current role, Mr. Spahr was a Senior Vice President and Strategy Leader of the Value & Income Team for Oppenheimer Funds from 2013 to 2019.

Matthew Sutula,

1985

Chief Compliance Officer (“CCO”) Since December 2019 Mr. Sutula joined ALPS in 2012 and currently serves as Chief Compliance Officer of AAI. Prior to his current role, Mr. Sutula served as interim Compliance Officer of the Trust (September 2019 to December 2019). Compliance Manager and Senior Compliance Analyst for AAI, as well as Compliance Analyst for AFS. Prior to joining ALPS, he spent seven years at Morningstar, Inc. in various analyst roles supporting the registered investment company databases. Mr. Sutula is also Chief Compliance Officer of Principal Real Estate Income Fund, ALPS Variable Investment Trust, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc. From September 2019 to September 2022 he served as Chief Compliance Officer of RiverNorth Opportunities Fund, Inc.

Kathryn Burns, 

1976

Treasurer Since September 2018 Ms. Burns serves as Vice President, Director of Fund Operations of AAI since 2018. From 2013 to 2018, she served as Vice President and Fund Controller at AFS. Prior to joining ALPS, she worked at Old Mutual Capital where she served as Vice President and Chief Compliance Officer (2010 – 2012) and Regulatory Reporting Manager and Assistant Treasurer to the Old Mutual Funds Trusts (2006 – 2012). She also served as a CPA for PricewaterhouseCoopers LLP. Ms. Burns also serves as President of ALPS Variable Investment Trust and Principal Real Estate Income Fund. From June 2019 to September 2022 she served as President of RiverNorth Opportunities Fund, Inc. and from June 2018 to November 2021 she served as Treasurer of Boulder Growth & Income Fund, Inc.

Michael P. Lawlor,

1969

Secretary Since December 2022 Mr. Lawlor joined ALPS in January 2022, and is currently Vice President and Principal Legal Counsel. Prior to joining ALPS, Mr. Lawlor was Lead Fund Counsel at Brighthouse Financial (insurance company) (January 2007-April 2021). Mr. Lawlor also serves as Secretary of Financial Investors Trust and ALPS Variable Investment Trust.

 

* The business address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203. Each Officer is deemed an affiliate of the Trust as defined under the 1940 Act.
** This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his or her successor is elected.

 

The Statement of Additional Information includes additional information about the Fund’s Trustees and is available, without charge, upon request by calling (toll-free) 1-866-759-5679.

 

29 | November 30, 2022