Table of Contents

 

Performance Overview  
Alerian MLP ETF 1
Alerian Energy Infrastructure ETF 4
Disclosure of Fund Expenses 7
Report of Independent Registered Public Accounting Firm 8
Financial Statements  
Alerian MLP ETF  
Schedule of Investments 9
Statement of Assets and Liabilities 10
Statement of Operations 11
Statements of Changes in Net Assets 12
Financial Highlights 13
Alerian Energy Infrastructure ETF  
Schedule of Investments 14
Statement of Assets and Liabilities 16
Statement of Operations 17
Statements of Changes in Net Assets 18
Financial Highlights 19
Notes to Financial Statements 20
Additional Information 32
Board Considerations Regarding Approval of Investment Advisory Agreements 34
Trustees & Officers 36

 

alpsfunds.com

     

 

Alerian MLP ETF

 

Performance Overview   November 30, 2021 (Unaudited)

 

INVESTMENT OBJECTIVE

 

 

The Alerian MLP ETF (the “Fund” or “AMLP”) seeks investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian MLP Infrastructure Total Return Index (the “Underlying Index” or “AMZI”). The shares of the Fund are listed and trade on the NYSE Arca, Inc. (“NYSE”) under the ticker symbol AMLP. The Fund will normally invest at least 90% of its total assets in securities that comprise the Underlying Index.

 

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

 

PERFORMANCE OVERVIEW

 

 

During the twelve-month period from December 1, 2020, to November 30, 2021, the Fund delivered a total return of 38.04% (37.97% NAV). This compares to the Fund’s Underlying Index, which increased 28.42% on a price-return basis and 39.34% on a total-return basis. The difference in performance between the AMZI and AMLP is primarily attributable to the Fund’s operating expenses and the tax impact of the Fund’s C-Corporation structure.

 

During the period, the Fund paid four distributions:

 

$0.6800 per share on February 18, 2021
$0.6800 per share on May 20, 2021
$0.6800 per share on August 19, 2021
$0.7600 per share on November 18, 2021

 

Distributions from AMZI constituents were largely stable during the Fund's fiscal year as reflected by steady payouts from the Fund. In the latest distribution announcements for 3Q21 (paid in 4Q21), four constituents grew their payouts sequentially – MPLX (MPLX), Magellan Midstream Partners (MMP), Western Midstream Partners (WES), and Cheniere Energy Partners (CQP) – and the other constituents maintained their payouts. MPLX also announced a special distribution for the quarter. This helped drive the increased Fund distribution in November 2021.

 

During the fiscal year, NGL Energy Partners (NGL) was removed from the Underlying Index during a quarterly rebalancing, while TC PipeLines (TCP) and Noble Midstream Partners (NBLX) were removed from the Underlying Index in relation to their acquisition by another entity. There were no updates to the Underlying Index methodology.

 

In 2021, energy infrastructure MLPs continued to recover from the pandemic-related headwinds that weighed on 2020 performance. The widespread availability of COVID-19 vaccines supported energy demand as daily activities resumed and travel increased. US energy production largely stabilized, as capital discipline by producers kept volume growth in check. Producer discipline and improving demand was supportive for commodity prices and energy stocks in turn. After starting 2021 below $50 per barrel (bbl), West Texas Intermediate (WTI) oil prices had reached $70/bbl by mid-year and a multi-year high of $85/bbl in October. Even after a significant late November sell-off on Omicron variant concerns, WTI oil prices were up 36.40% year-to-date through November 30, 2021. Natural gas prices also strengthened to multi-year highs in 2021, briefly touching $6 per million British thermal unit in October. Rising energy prices contributed to mounting inflation concerns as the year progressed, which also boded well for energy infrastructure MLPs given their real asset exposure and the inflation adjustments often built into their contracts.

 

In addition to a supportive energy macro backdrop, energy infrastructure MLPs benefitted from company-level tailwinds as well. Free cash flow remained in focus for AMZI constituents, with many generating free cash flow even after generous distributions. Excess cash flow has been deployed for debt reduction and returning cash to shareholders, with many constituents active with buybacks. As of November 30, nearly 70% of the AMZI by weighting has a buyback authorization in place. AMZI constituents have also made strides with reporting environmental, social and governance metrics, while also pursuing energy transition opportunities in areas like carbon capture and renewable fuels. An ongoing recovery in energy markets broadly and company-level tailwinds from strong free cash flow generation could lend continued support to energy infrastructure MLPs.

 

1 | November 30, 2021

     

 

Alerian MLP ETF

 

Performance Overview November 30, 2021 (Unaudited)

 

Performance (as of November 30, 2021)

 

  1 Year 5 Year 10 Year Since Inception^
Alerian MLP ETF – NAV 37.97% -4.47% -1.39% 0.01%
Alerian MLP ETF – Market Price* 38.04% -4.51% -1.38% 0.01%
Alerian MLP Infrastructure Total Return Index 39.34% -3.61% -0.04% 2.03%
Alerian MLP Total Return Index 38.75% -2.55% -0.05% 1.88%

 

Total Expense Ratio (per the current prospectus) is 0.90%.

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends, 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 1.877.398.8461. The Fund accrues deferred income taxes for future tax liabilities associated with the portion of MLP distributions considered to be a tax-deferred return of capital and for any net operating gains as well as capital appreciation of its investment. This deferred tax liability is reflected in the daily NAV and as a result the fund's after-tax performance could differ significantly from the underlying assets even if the pre-tax performance is closely tracked.

 

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 August 24, 2010 with an Inception Date, the first day of trading on the NYSE ARCA, of August 25, 2010.
* 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 Alerian MLP Infrastructure Total Return Index is comprised of 16 midstream energy Master Limited Partnerships and provides investors with an unbiased benchmark for the infrastructure component of this emerging asset class. Total return assumes reinvestment of any dividends and distributions realized during a given time period.

 

The Alerian MLP Total Return Index is recognized as a leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is reported on a total-return basis (AMZX), which assumes reinvestment of any dividends and distributions realized during a given period.

 

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.

 

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

 

The Alerian MLP 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.

 

2 | November 30, 2021

     

 

Alerian MLP ETF

 

Performance Overview November 30, 2021 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2021)

 

MPLX LP 10.61%
Plains All American Pipeline LP 9.98%
Enterprise Products Partners LP 9.94%
Magellan Midstream Partners LP 9.94%
Western Midstream Partners LP 9.83%
Energy Transfer LP 9.33%
Phillips 66 Partners LP 6.45%
DCP Midstream LP 6.14%
EnLink Midstream LLC 5.61%
Cheniere Energy Partners LP 4.50%
Total % of Top 10 Holdings 82.33%

 

* % of Total Investments

 

Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2021)

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

 

 

 

The chart above compares historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years 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.

 

3 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Performance Overview   November 30, 2021 (Unaudited)

 

INVESTMENT OBJECTIVE

 

 

The Alerian Energy Infrastructure ETF (the “Fund” or “ENFR”) seeks investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian Midstream Energy Select Total Return Index (the “Underlying Index” or “AMEI”). As a secondary objective, the Fund seeks to provide total return through income and capital appreciation. The Shares of the Fund are listed and trade on the NYSE Arca, Inc. (“NYSE”) under the ticker symbol ENFR. The Fund will normally invest at least 90% of its total assets in securities that comprise the Underlying Index.

 

The Underlying Index is a composite of North American energy infrastructure companies engaged in midstream activities involving energy commodities, including gathering and processing, liquefaction, pipeline transportation, rail terminaling, and storage (also known as “midstream energy businesses”). Midstream energy companies include midstream MLPs and midstream corporations, either based in the United States or Canada. The Underlying Index has a 25% limit for companies taxed as pass-through entities.

 

PERFORMANCE OVERVIEW

 

 

During the twelve-month period from December 1, 2020, to November 30, 2021, the Fund delivered a total return of 38.91% (38.93% NAV). This compares to the Fund’s Underlying Index, which increased 31.64% on a price-return basis and 40.13% on a total-return basis.

 

During the period, the Fund paid four quarterly distributions:

 

$0.352220 per share on February 18, 2021
$0.239010 per share on May 20, 2021
$0.243490 per share on August 19, 2021
$0.627280 per share on November 18, 2021

 

AMEI constituents largely maintained or increased their dividends during the fiscal year. In the latest distribution announcements for 3Q21 (paid in 4Q21), five constituents increased their payouts sequentially, and there were no dividend cuts for the quarter. The Fund’s February and November distributions were augmented by special dividends from Macquarie Infrastructure Corporation (MIC). MIC paid out special dividends of $11.00 per share in January and $37.39 per share in October as the company essentially sold itself in parts. Additionally, MPLX paid out a special distribution for 3Q21 that also contributed to the higher distribution from the Fund in November 2021.

 

During the fiscal year, Altus Midstream Company (ALTM) and Oasis Midstream Partners (OMP) were added to the Underlying Index while Delek Logistics Partners (DKL) was removed during quarterly rebalancings. Inter Pipeline (IPL CN) and Noble Midstream Partners (NBLX) were removed from the Underlying Index in relation to their acquisition by another entity. There were no updates to the Underlying Index methodology.

 

In 2021, energy infrastructure companies continued to recover from the pandemic-related headwinds that weighed on 2020 performance. The widespread availability of COVID-19 vaccines supported energy demand as daily activities resumed and travel increased. US energy production largely stabilized, as capital discipline by producers kept volume growth in check. Producer discipline and improving demand was supportive for commodity prices and energy stocks in turn. After starting 2021 below $50 per barrel (bbl), West Texas Intermediate (WTI) oil prices had reached $70/bbl by mid-year and a multi-year high of $85/bbl in October. Even after a significant late November sell-off on Omicron variant concerns, WTI oil prices were up 36.40% year-to-date through November 30, 2021. Natural gas prices also strengthened to multi-year highs in 2021, briefly touching $6 per million British thermal unit in October. Rising energy prices contributed to mounting inflation concerns as the year progressed, which also boded well for energy infrastructure companies given their real asset exposure and the inflation adjustments often built into their contracts.

 

In addition to a supportive energy macro backdrop, energy infrastructure companies benefitted from company-level tailwinds as well. Free cash flow remained in focus for AMEI constituents, with many generating free cash flow even after generous dividends. Excess cash flow has been deployed for debt reduction and returning cash to shareholders, with many constituents active with buybacks. As of November 30, approximately 64% of the AMEI Index by weighting has a buyback authorization in place.

 

AMEI constituents have also made strides with reporting environmental, social and governance metrics, and multiple constituents have targets to achieve net-zero emissions by 2050. Constituents are also pursuing energy transition opportunities in areas like carbon capture, hydrogen, and renewable fuels. The large Canadian constituents, Enbridge (ENB) and TC Energy (TRP), have been particularly active on this front. An ongoing recovery in energy markets broadly and company-level tailwinds from strong free cash flow generation could lend continued support to energy infrastructure corporations and MLPs.

 

4 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Performance Overview November 30, 2021 (Unaudited)

 

Performance (as of November 30, 2021)

 

  1 Year 5 Year Since Inception^
Alerian Energy Infrastructure ETF - NAV 38.93% 1.38% 0.82%
Alerian Energy Infrastructure ETF - Market Price* 38.91% 1.35% 0.83%
Alerian Midstream Energy Select Total Return Index 40.13% 2.32% 1.71%
Alerian MLP Total Return Index 38.75% -2.55% -3.96%

 

Total Expense Ratio (per the current prospectus) is 0.35%.

 

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 most current month-end performance data please visit www.alpsfunds.com or call 1.866.675.2639.

 

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 November 1, 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 Alerian Midstream Energy Select Total Return Index is comprised of 33 equity securities of issuers headquartered or incorporated in the United States and Canada that engage in the transportation, storage, and processing of energy commodities. Total return assumes reinvestment of any dividends and distributions realized during a given time period.

 

The Alerian MLP Total Return Index is recognized as a leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is reported on a total-return basis (AMZX), which assumes reinvestment of any dividends and distributions realized during a given period.

 

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.

 

The Fund’s shares are not individually redeemable. Investors buy and sell shares of the Fund on a secondary market. Only market makers or “authorized participants” may trade directly with the Fund, typically in blocks of 50,000 shares.

 

The Alerian Energy Infrastructure 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, 2021

     

 

Alerian Energy Infrastructure ETF

 

Performance Overview November 30, 2021 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2021)

 

Enbridge, Inc. 9.99%
Enterprise Products Partners LP 8.58%
TC Energy Corp. 8.29%
Cheniere Energy, Inc. 6.38%
Targa Resources Corp. 6.27%
ONEOK, Inc. 6.10%
Plains GP Holdings LP 4.90%
The Williams Cos., Inc. 4.85%
Kinder Morgan, Inc. 4.84%
Pembina Pipeline Corp. 4.79%
Total % of Top 10 Holdings 64.99%

 

* % of Total Investments (excluding investments purchased with collateral from securities loaned) Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2021)

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

 

 

 

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, 2021

     

 

Alerian Exchange Traded Funds

 

Disclosure of Fund Expenses   November 30, 2021 (Unaudited)

 

Shareholder Expense Example: As a shareholder of a 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, 2021.

 

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 6/1/21 Ending Account Value 11/30/21 Expense Ratio(a) Expenses Paid During Period 6/1/21 - 11/30/21(b)
Alerian MLP ETF        
Actual $1,000.00 $964.20 0.89% $4.38
Hypothetical (5% return before expenses) $1,000.00 $1,020.61 0.89% $4.51
         
Alerian Energy Infrastructure ETF        
Actual $1,000.00 $1,011.00 0.40% $2.02
Hypothetical (5% return before expenses) $1,000.00 $1,023.06 0.40% $2.03

 

(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, 2021

     

 

Alerian Exchange Traded Funds

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ALPS ETF Trust and the shareholders of Alerian MLP ETF and Alerian Energy Infrastructure ETF:

 

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities, including the schedule of investments, of Alerian MLP ETF and Alerian Energy Infrastructure ETF (the "Funds"), two of the funds constituting the ALPS ETF Trust as of November 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, and the related notes.

 

In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of November 30, 2021, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits 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 and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

DELOITTE & TOUCHE LLP

 

Denver, Colorado

January 26, 2022

 

We have served as the auditor of one or more investment companies advised by ALPS Advisors, Inc. since 2007.

 

8 | November 30, 2021

     

 

Alerian MLP ETF

 

Schedule of Investments November 30, 2021

 

Security Description   Shares     Value  
MASTER LIMITED PARTNERSHIPS (100.03%)            
Gathering + Processing (27.10%)            
Crestwood Equity Partners LP(a)     7,496,856     $ 191,619,639  
DCP Midstream LP(a)     11,614,338       305,805,520  
Enable Midstream Partners LP     11,640,411       83,112,535  
EnLink Midstream LLC(a)     42,917,395       279,392,241  
Western Midstream Partners LP(a)     25,467,949       489,748,659  
Total Gathering + Processing             1,349,678,594  
                 
Liquefaction (4.50%)                
Cheniere Energy Partners LP     5,313,739       224,292,923  
                 
Pipeline Transportation | Natural Gas (19.28%)                
Energy Transfer LP     55,199,451       464,779,377  
Enterprise Products Partners LP     23,163,294       495,462,859  
Total Pipeline Transportation | Natural Gas             960,242,236  
                 
Pipeline Transportation | Petroleum (49.15%)                
Genesis Energy LP(a)     14,145,817       142,731,294  
Holly Energy Partners LP(a)     5,930,480       99,394,845  
Magellan Midstream Partners LP(a)     10,672,793       495,004,139  
MPLX LP     18,031,271       528,496,553  
NuStar Energy LP(a)     12,831,134       179,635,876  
Phillips 66 Partners LP     9,338,301       321,611,086  
Plains All American Pipeline LP(a)     53,477,843       497,343,940  
Shell Midstream Partners LP     16,084,012       183,357,737  
Total Pipeline Transportation | Petroleum             2,447,575,470  
                 
TOTAL MASTER LIMITED PARTNERSHIPS                
(Cost $3,671,578,558)             4,981,789,223  

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (0.01%)                  
State Street Institutional                  
Treasury Plus Money                  
Market Fund     0.01 %     606,733       606,733  
TOTAL SHORT TERM INVESTMENTS                        
(Cost $606,733)                     606,733  
                         
TOTAL INVESTMENTS (100.04%)                        
(Cost $3,672,185,291)                   $ 4,982,395,956  
LIABILITIES IN EXCESS OF OTHER ASSETS (-0.04%)                     (2,220,666 )
NET ASSETS - 100.00%                   $ 4,980,175,290  

 

(a) Affiliated Company. See Note 8 in Notes to Financial Statement.

 

See Notes to Financial Statements.

 

9 | November 30, 2021

     

 

Alerian MLP ETF

 

Statement of Assets and Liabilities November 30, 2021

 

ASSETS:      
Investments, at value   $ 2,301,719,803  
Investments in affiliates, at value     2,680,676,153  
Receivable for investments sold     13,499,975  
Receivable for fund shares sold     790,718  
Deferred tax asset (Note 2)     (a)
Income tax receivable     1,229,058  
Franchise tax receivable     341,767  
Total Assets     4,998,257,474  
         
LIABILITIES:        
Payable for investments purchased     790,758  
Payable for shares redeemed     13,504,243  
Payable to adviser     3,787,183  
Total Liabilities     18,082,184  
NET ASSETS   $ 4,980,175,290  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 8,253,797,724  
Distributable earnings     (3,273,622,434 )
NET ASSETS   $ 4,980,175,290  
         
INVESTMENTS, AT COST   $ 1,699,888,252  
INVESTMENTS IN AFFILIATES, AT COST     1,972,297,039  
         
PRICING OF SHARES        
Net Assets   $ 4,980,175,290  
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)     157,457,420  
Net Asset Value, offering and redemption price per share   $ 31.63  

 

(a) Net Deferred Tax Asset of $467,857,482 is offset 100% by Valuation Allowance.

 

See Notes to Financial Statements.

 

10 | November 30, 2021

     

 

Alerian MLP ETF

 

Statement of Operations For the Year Ended November 30, 2021

 

INVESTMENT INCOME:      
Distributions from master limited partnerships   $ 423,726,349  
Less return of capital distributions     (423,726,349 )
Total Investment Income      
         
EXPENSES:        
Franchise tax expense     71,821  
Investment adviser fee     43,465,063  
Total Expenses     43,536,884  
NET INVESTMENT LOSS, BEFORE INCOME TAXES     (43,536,884 )
Current income tax benefit/(expense)     29,693  
NET INVESTMENT LOSS     (43,507,191 )
         
REALIZED AND UNREALIZED GAIN/(LOSS):        
Net realized loss on investments, before income taxes     (110,702,669 )
Net realized loss on affiliated investments, before income taxes     (341,291,057 )
Current income tax benefit/(expense)     308,268  
Net realized loss     (451,685,458 )
Net change in unrealized appreciation on investments, before income taxes     824,272,766  
Net change in unrealized appreciation on affiliated investments, before income taxes     1,152,802,285  
Current income tax benefit/(expense)     (1,348,403 )
Net change in unrealized appreciation     1,975,726,648  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     1,524,041,190  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,480,533,999  

 

See Notes to Financial Statements.

 

11 | November 30, 2021

     

 

Alerian MLP ETF

 

Statements of Changes in Net Assets

 

    For the Year Ended November 30, 2021     For the Year Ended November 30, 2020  
OPERATIONS:            
Net investment loss   $ (43,507,191 )   $ (39,857,320 )
Net realized loss     (451,685,458 )     (2,126,407,627 )
Net change in unrealized appreciation     1,975,726,648       166,156,216  
Net increase/(decrease) in net assets resulting from operations     1,480,533,999       (2,000,108,731 )
                 
DISTRIBUTIONS TO SHAREHOLDERS:                
From tax return of capital     (444,037,776 )     (518,981,697 )
Total distributions     (444,037,776 )     (518,981,697 )
                 
CAPITAL SHARE TRANSACTIONS:                
Proceeds from sale of shares     1,051,399,959       1,148,144,286  
Cost of shares redeemed     (987,858,170 )     (1,997,921,707 )
Net increase/(decrease) from share transactions     63,541,789       (849,777,421 )
                 
Net increase/(decrease) in net assets     1,100,038,012       (3,368,867,849 )
                 
NET ASSETS:                
Beginning of year     3,880,137,278       7,249,005,127  
End of year   $ 4,980,175,290     $ 3,880,137,278  
                 
OTHER INFORMATION:                
SHARE TRANSACTIONS:                
Beginning shares     155,057,420       926,062,100  
Shares sold     33,250,000       130,075,000  
Shares redeemed     (30,850,000 )     (240,750,000 )
Reverse stock split (Note 1)           (660,329,680 )
Shares outstanding, end of year     157,457,420       155,057,420  

 

See Notes to Financial Statements.

 

12 | November 30, 2021

     

 

Alerian MLP ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

    For the Year Ended November 30, 2021     For the Year Ended November 30, 2020 (a)     For the Year Ended November 30, 2019 (a)     For the Year Ended November 30, 2018 (a)     For the Year Ended November 30, 2017 (a)  
NET ASSET VALUE, BEGINNING OF PERIOD   $ 25.02     $ 39.15     $ 47.75     $ 51.85     $ 61.55  
                                         
INCOME/(LOSS) FROM OPERATIONS:                                        
Net investment loss(b)     (0.27 )     (0.24 )     (0.35 )     (0.45 )     (1.10 )
Net realized and unrealized gain/(loss) on investments     9.68       (10.73 )     (4.35 )     0.40       (4.30 )
Total from investment operations     9.41       (10.97 )     (4.70 )     (0.05 )     (5.40 )
                                         
DISTRIBUTIONS:                                        
From net realized gains                       (4.05 )      
From tax return of capital     (2.80 )     (3.16 )     (3.90 )           (4.30 )
Total distributions     (2.80 )     (3.16 )     (3.90 )     (4.05 )     (4.30 )
                                         
NET INCREASE/(DECREASE) IN NET ASSET VALUE     6.61       (14.13 )     (8.60 )     (4.10 )     (9.70 )
NET ASSET VALUE, END OF PERIOD   $ 31.63     $ 25.02     $ 39.15     $ 47.75     $ 51.85  
TOTAL RETURN(c)     37.97 %     (28.36 )%     (10.79 )%     (0.55 )%     (9.27 )%
                                         
RATIOS/SUPPLEMENTAL DATA:                                        
Net assets, end of period (000s)   $ 4,980,175     $ 3,880,137     $ 7,249,005     $ 8,699,748     $ 9,405,284  
                                         
RATIO TO AVERAGE NET ASSETS:                                        
Expenses (excluding net current and deferred tax expenses/benefits and franchise tax expense)     0.85 %     0.85 %     0.85 %     0.85 %     0.85 %
Expenses (including net current and deferred tax expenses/benefits)(d)     0.87 %     0.90 %     0.87 %     0.85 %     0.41 %
Expenses (including current and deferred tax expenses/benefits)(e)     0.85 %     0.85 %     0.85 %     0.85 %     1.81 %
Net investment loss (excluding deferred tax expenses/benefits and franchise tax expense)     (0.85 )%     (0.85 )%     (0.77 )%     (0.85 )%     (0.85 )%
Net investment income/(loss)(including deferred tax expenses/benefits)(e)     (0.85 )%     (0.85 )%     (0.77 )%     (0.85 )%     (1.81 )%
PORTFOLIO TURNOVER RATE(f)     20 %     23 %     34 %     26 %     23 %

 

(a) On May 18, 2020, the Alerian MLP ETF underwent a one for five reverse stock split. The capital share activity presented here has been retroactively adjusted to reflect this reverse split. See Note 1.
(b) Based on average shares outstanding during the period.
(c) Total return is calculated assuming an initial investment made at the net assets value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(d) Includes amount of current and deferred taxes/benefits for all components of the Statement of Operations.
(e) Includes amount of current and deferred tax benefit associated with net investment income/(loss).
(f) Portfolio turnover for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

See Notes to Financial Statements.

 

13 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Schedule of Investments November 30, 2021

 

Security Description   Shares     Value  
CANADIAN ENERGY INFRASTRUCTURE COMPANIES (29.00%)            
Gathering + Processing (3.86%)            
Keyera Corp.     104,445     $ 2,294,201  
                 
Pipeline Transportation | Natural Gas (8.28%)                
TC Energy Corp.(a)     104,983       4,924,327  
                 
Pipeline Transportation | Petroleum (14.76%)                
Enbridge, Inc.     158,259       5,937,887  
Pembina Pipeline Corp.     96,154       2,845,216  
Total Pipeline Transportation | Petroleum             8,783,103  
                 
Storage (2.10%)                
Gibson Energy, Inc.     69,023       1,248,676  
                 
TOTAL CANADIAN ENERGY INFRASTRUCTURE COMPANIES                
(Cost $17,563,282)             17,250,307  

 

Security Description   Shares     Value  
EXCHANGE TRADED FUND (3.07%)            
Exchange Traded Fund (3.07%)            
Energy Select Sector SPDR Fund     33,430       1,824,944  
                 
TOTAL EXCHANGE TRADED FUND                
(Cost $1,825,195)             1,824,944  

 

Security Description   Shares     Value  
U.S. ENERGY INFRASTRUCTURE COMPANIES (27.77%)            
Gathering + Processing (12.35%)            
ONEOK, Inc.     60,548       3,623,192  
Targa Resources Corp.     72,171       3,726,189  
Total Gathering + Processing             7,349,381  
                 
Liquefaction (7.25%)                
Cheniere Energy, Inc.     36,190       3,793,074  
Tellurian, Inc.(a)(b)     159,340       519,448  
Total Liquefaction             4,312,522  
                 
Pipeline Transportation | Natural Gas (7.95%)                
Equitrans Midstream Corp.     192,824       1,854,967  
Kinder Morgan, Inc.     186,088       2,876,921  
Total Pipeline Transportation | Natural Gas             4,731,888  
                 
Storage (0.22%)                
Macquarie Infrastructure Holdings LLC     35,444       128,307  
                 
TOTAL U.S. ENERGY INFRASTRUCTURE COMPANIES                
(Cost $15,034,711)             16,522,098  

 

Security Description   Shares     Value  
U.S. ENERGY INFRASTRUCTURE MLPS (25.66%)            
Gathering + Processing (6.41%)            
Crestwood Equity Partners LP     11,037     $ 282,106  
Enable Midstream Partners LP     17,094       122,051  
Hess Midstream LP, Class A     11,034       273,202  
MPLX LP     72,680       2,130,251  
Oasis Midstream Partners LP     2,866       61,046  
Rattler Midstream LP     19,096       203,372  
Western Midstream Partners LP     38,726       744,701  
Total Gathering + Processing             3,816,729  
                 
Pipeline Transportation | Natural Gas (13.22%)                
Energy Transfer LP     328,637       2,767,123  
Enterprise Products Partners LP     238,333       5,097,943  
Total Pipeline Transportation | Natural Gas             7,865,066  
                 
                 
Pipeline Transportation | Petroleum (6.03%)                
BP Midstream Partners LP     9,396       120,926  
Genesis Energy LP     20,986       211,749  
Holly Energy Partners LP     8,676       145,410  
Magellan Midstream Partners LP     42,612       1,976,345  
NGL Energy Partners LP(b)     24,239       49,448  
NuStar Energy LP     18,995       265,930  
PBF Logistics LP     5,991       67,878  
Phillips 66 Partners LP     13,814       475,754  
Shell Midstream Partners LP     23,821       271,559  
Total Pipeline Transportation | Petroleum             3,584,999  
                 
                 
TOTAL U.S. ENERGY INFRASTRUCTURE MLPS                
(Cost $18,361,968)             15,266,794  

 

Security Description   Shares     Value  
U.S. GENERAL PARTNERS (14.35%)            
Gathering + Processing (9.45%)            
Altus Midstream Co.     1,381       87,528  
Antero Midstream Corp.     167,605       1,627,444  
EnLink Midstream LLC     157,108       1,022,773  
The Williams Cos., Inc.     107,561       2,881,559  
Total Gathering + Processing             5,619,304  
                 
Pipeline Transportation | Petroleum (4.90%)                
Plains GP Holdings LP, Class A     291,402       2,914,020  
                 
TOTAL U.S. GENERAL PARTNERS                
(Cost $8,851,131)             8,533,324  

 

See Notes to Financial Statements.

 

14 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Schedule of Investments November 30, 2021

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (3.54%)                  
Money Market Fund (0.02%)                        
State Street Institutional                        
Treasury Plus Money                        
Market Fund                        
(Cost $12,570)     0.01 %     12,570     $ 12,570  
                         
Investments Purchased with Collateral                        
from Securities Loaned (3.52%)                        
State Street Navigator                        
Securities Lending Government Money Market Portfolio, 0.03%                        
(Cost $2,092,086)             2,092,086       2,092,086  
TOTAL SHORT TERM INVESTMENTS                        
(Cost $2,104,656)                     2,104,656  
                         
TOTAL INVESTMENTS (103.39%)                        
(Cost $63,740,943)                   $ 61,502,123  
LIABILITIES IN EXCESS OF OTHER ASSETS (-3.39%)                     (2,015,277 )
NET ASSETS - 100.00%                   $ 59,486,846  

 

(a) Security, or a portion of the security position is currently on loan. The total market value of securities on loan is $1,952,226.
(b) Non-income producing security.

 

See Notes to Financial Statements.

 

15 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Statement of Assets and Liabilities November 30, 2021

 

ASSETS:      
Investments, at value   $ 61,502,123  
Receivable for Investments Sold     2,008,777  
Dividends receivable     117,361  
Total Assets     63,628,261  
         
LIABILITIES:        
Payable for investments purchased     2,030,806  
Payable to adviser     18,523  
Payable for collateral upon return of securities loaned     2,092,086  
Total Liabilities     4,141,415  
NET ASSETS   $ 59,486,846  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 67,634,146  
Distributable earnings     (8,147,300 )
NET ASSETS   $ 59,486,846  
         
INVESTMENTS, AT COST   $ 63,740,943  
         
PRICING OF SHARES        
Net Assets   $ 59,486,846  
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)     3,200,000  
Net Asset Value, offering and redemption price per share   $ 18.59  

 

See Notes to Financial Statements.

 

16 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Statement of Operations For the Year Ended November 30, 2021

 

INVESTMENT INCOME:      
Dividends*   $ 3,620,972  
Securities lending income     1,972  
Total Investment Income     3,622,944  
         
EXPENSES:        
Investment adviser fees     288,661  
Total Expenses     288,661  
NET INVESTMENT INCOME     3,334,283  
         
REALIZED AND UNREALIZED GAIN/(LOSS):        
Net realized loss on investments(a)     (5,674,384 )
Net realized loss on foreign currency transactions     (4,623 )
Net realized loss     (5,679,007 )
Net change in unrealized appreciation on investments     18,199,127  
Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies     (2,657 )
Net change in unrealized appreciation     18,196,470  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCIES     12,517,463  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 15,851,746  
* Net of foreign tax withholding.   $ 170,455  

 

(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.

 

17 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Statements of Changes in Net Assets

 

 

 

    For the Year Ended November 30, 2021     For the Year Ended November 30, 2020  
OPERATIONS:            
Net investment income   $ 3,334,283     $ 2,357,712  
Net realized loss     (5,679,007 )     (5,570,975 )
Net change in unrealized appreciation/(depreciation)     18,196,470       (10,122,824 )
Net increase/(decrease) in net assets resulting from operations     15,851,746       (13,336,087 )
                 
DISTRIBUTIONS:                
From distributable earnings     (2,301,342 )     (1,140,689 )
From tax return of capital     (2,346,411 )     (1,627,034 )
Total distributions     (4,647,753 )     (2,767,723 )
                 
CAPITAL SHARE TRANSACTIONS:                
Proceeds from sale of shares     22,119,720       20,059,786  
Cost of shares redeemed     (10,825,316 )     (18,776,258 )
Net increase from share transactions     11,294,404       1,283,528  
Net increase/(decrease) in net assets     22,498,397       (14,820,282 )
                 
NET ASSETS:                
Beginning of year     36,988,449       51,808,731  
End of year   $ 59,486,846     $ 36,988,449  
                 
OTHER INFORMATION:                
CAPITAL SHARE TRANSACTIONS:                
Beginning shares     2,550,000       2,700,000  
Shares sold     1,250,000       1,250,000  
Shares redeemed     (600,000 )     (1,400,000 )
Shares outstanding, end of year     3,200,000       2,550,000  

 

See Notes to Financial Statements.

 

18 | November 30, 2021

     

 

Alerian Energy Infrastructure ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

    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     For the Year Ended November 30, 2017  
NET ASSET VALUE, BEGINNING OF PERIOD   $ 14.51     $ 19.19     $ 20.34     $ 22.30     $ 22.95  
                                         
INCOME/(LOSS) FROM INVESTMENT OPERATIONS:                                        
Net investment income(a)     1.08       0.90       0.88       0.85       0.79  
Net realized and unrealized gain/(loss) on investments     4.49       (4.50 )     (0.64 )     (2.23 )     (0.72 )
Total from investment operations     5.57       (3.60 )     0.24       (1.38 )     0.07  
                                         
DISTRIBUTIONS:                                        
From net investment income     (0.74 )     (0.45 )     (0.50 )     (0.47 )     (0.47 )
Tax return of capital     (0.75 )     (0.63 )     (0.89 )     (0.11 )     (0.25 )
Total distributions     (1.49 )     (1.08 )     (1.39 )     (0.58 )     (0.72 )
                                         
NET INCREASE/(DECREASE) IN NET ASSET VALUE     4.08       (4.68 )     (1.15 )     (1.96 )     (0.65 )
NET ASSET VALUE, END OF PERIOD   $ 18.59     $ 14.51     $ 19.19     $ 20.34     $ 22.30  
TOTAL RETURN(b)     38.93 %     (18.82 )%     1.09 %     (6.27 )%     0.21 %
                                         
RATIOS/SUPPLEMENTAL DATA:                                        
Net assets, end of period (000s)   $ 59,487     $ 36,988     $ 51,809     $ 41,699     $ 42,370  
                                         
Ratio of expenses to average net assets     0.51 %(c)     0.65 %     0.65 %     0.65 %     0.65 %
Ratio of net investment income to average net assets     5.84 %     5.91 %     4.23 %     3.86 %     3.39 %
PORTFOLIO TURNOVER RATE(d)     34 %     34 %     26 %     73 %     37 %

 

(a) Based on average shares outstanding during the period.
(b) Total return is calculated assuming an initial investment made at the net assets value at the beginning of the period and redemption at the net asset value on the last day of the period and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(c) Effective July 1, 2021, the Fund's Advisory Fee changed from 0.65% to 0.35%.
(d) Portfolio turnover for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

See Notes to Financial Statements.

 

19 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

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, 2021, the Trust consisted of eighteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the Alerian MLP ETF and the Alerian Energy Infrastructure ETF (each a “Fund” and collectively, the “Funds”).

 

The investment objective of the Alerian MLP ETF is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian MLP Infrastructure Total Return Index. The investment objective of the Alerian Energy Infrastructure ETF is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian Midstream Energy Select Total Return Index. The investment advisor uses a “passive management” or indexing investment approach to try to achieve each Fund’s investment objective. Each Fund is considered non-diversified and may invest a greater portion of assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a diversified fund.

 

Each Fund’s Shares (“Shares”) are listed on the NYSE Arca, Inc. (“the NYSE Arca”). Each 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. On October, 1, 2021, Alerian Energy Infrastructure ETF reduced its Creation Unit size from 50,000 to 25,000 shares.

 

The Board authorized a one-for-five reverse stock split of Alerian MLP ETF that was effective at the market open on May 18, 2020. The impact of the reverse stock split was to decrease the number of shares outstanding by a factor of five, while increasing the NAV of shares outstanding by a factor of five, resulting in no effect to the net assets of the Fund. The financial statements of the Fund have been adjusted to reflect the reverse stock split.

 

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

Each Fund’s NAV is determined daily, as of the close of regular trading on the New York Stock Exchange (“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 latest quoted sale price in such market.

 

20 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

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

 

B. Fair Value Measurements

Each 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 Funds’ investments by major category are as follows:

 

Equity securities, including restricted securities, and Limited Partnerships 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 Funds’ investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments.

 

These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 – Unadjusted quoted prices in active markets for identical 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.

 

21 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

The following is a summary of the inputs used to value each Fund’s investments as of November 30, 2021:

 

Alerian MLP ETF

 

Investments in Securities at Value   Level 1 - Quoted and Unadjusted Prices     Level 2 - Other Significant Observable Inputs     Level 3 - Significant Unobservable Inputs     Total  
Master Limited Partnerships*   $ 4,981,789,223     $     $     $ 4,981,789,223  
Short Term Investments     606,733                   606,733  
Total   $ 4,982,395,956     $     $     $ 4,982,395,956  

 

Alerian Energy Infrastructure ETF

 

Investments in Securities at Value   Level 1 - Quoted and Unadjusted Prices     Level 2 - Other Significant Observable Inputs     Level 3 - Significant Unobservable Inputs     Total  
Canadian Energy Infrastructure Companies*   $ 17,250,307     $     $     $ 17,250,307  
Exchange Traded Fund     1,824,944                   1,824,944  
U.S. Energy Infrastructure Companies*     16,522,098                   16,522,098  
U.S. Energy Infrastructure MLPs*     15,266,794                   15,266,794  
U.S. General Partners*     8,533,324                   8,533,324  
Short Term Investments     2,104,656                   2,104,656  
Total   $ 61,502,123     $     $     $ 61,502,123  

 

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

 

The Funds 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, 2021.

 

C. Foreign Currency Translation

The books and records of the Funds are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.

 

D. 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, net of any foreign taxes withheld. Interest income, if any, is recorded on the accrual basis, including amortization of premiums and accretion of discounts.

 

E. Dividends and Distributions to Shareholders

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

 

Distributions received from each Fund’s investments in Master Limited Partnerships (“MLPs”) may be comprised of both income and return of capital. Each Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded.

 

The Funds each expect a portion of its distributions to shareholders might be comprised of tax deferred return of capital. Return of capital distributions are not taxable income to the shareholder, but reduce the investor’s tax basis in the investor’s Fund Shares. Such a reduction in tax basis will result in larger taxable gains and/or lower tax losses on a subsequent sale of Fund Shares. Shareholders who periodically receive the payment of dividends or other distributions consisting of a return of capital may be under the impression that they are receiving net profits from the Funds when, in fact, they are not. Shareholders should not assume that the source of the distributions is from the net profits of the Funds.

 

22 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

F. Federal Income Taxation and Tax Basis Information

 

Alerian MLP ETF

The Fund is taxed as a regular C-corporation for federal income tax purposes and as such is obligated to pay federal and state income tax. This treatment differs from most investment companies, which elect to be treated as “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”) in order to avoid paying entity level income taxes. Under current law, the Fund is not eligible to elect treatment as a regulated investment company due to its investments primarily in MLPs invested in energy assets. The Fund expects that substantially all of the distributions it receives from MLPs may be treated as a tax-deferred return of capital, thus reducing the Fund’s current tax liability. However, the amount of taxes paid by the Fund will vary depending on the amount of income and gains derived from investments and/or sales of MLP interests and such taxes will reduce your return from an investment in the Fund.

 

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

 

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

 

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

 

Alerian MLP ETF         Year ended
November 30, 2021
       
    Current     Deferred     Total  
Federal   $     $ 355,795,901     $ 355,795,901  
State     1,010,442       33,559,734       34,570,176  
Valuation Allowance           (389,355,635 )     (389,355,635 )
Total tax expense/(benefit)   $ 1,010,442     $     $ 1,010,442  

 

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

 

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

 

Alerian MLP ETF   As of November 30, 2021  
Deferred tax assets:      
Capital loss carryforward   $ 555,109,326  
Net operating loss carryforward     145,850,354  
Income recognized from MLP investments     1,474,568,495  
Other deferred tax assets     9,517,179  
Valuation allowance     (467,857,482 )
Less Deferred tax liabilities:        
Net unrealized gain on investment securities     (1,717,187,872 )
Net Deferred Tax Asset/(Liability)   $  

 

Due to the activities of the MLPs that the fund is invested in, the Fund is required to pay franchise tax in certain states. Generally speaking, franchise tax expense is a tax on equity of a corporation, or base minimum fees, imposed by various jurisdictions. The amounts of the tax are estimated throughout the year based upon the Fund's estimate of underlying activities conducted in the states and reconciled to actual amounts paid upon the filing of the tax returns for the states. These taxes are paid as either estimated tax payments, extension payments, or with the tax return filings of the various states.

 

23 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

The capital loss carryforward is available to offset future taxable income. The capital loss can be carried forward for 5 years and, accordingly, would begin to expire as of November 30, 2022. The Fund has net capital loss carryforwards for federal income tax purposes as follows:

 

Alerian MLP ETF   Period-Ended     Amount     Expiration  
Federal     11/30/2017     $ 20,624,857       11/30/2022  
Federal     11/30/2019       757,980,977       11/30/2024  
Federal     11/30/2020       1,033,570,048       11/30/2025  
Federal     11/30/2021       632,162,849       11/30/2026  
Total           $ 2,444,338,731          

 

The net operating loss carryforward is available to offset future taxable income. The Fund has net operating loss carryforwards for federal income tax purposes as follows:

 

Alerian MLP ETF   Period-Ended     Amount     Expiration  
Federal     11/30/2016       67,938,510       11/30/2036  
Federal     11/30/2017       343,920,173       11/30/2037  
Federal     11/30/2021       152,430,737       Indefinite  
Total           $ 564,289,420          

 

The Fund also has state tax net operating loss carryforwards of various amounts per state. The Deferred Tax Assets associated with these state tax net operating losses are as follows:

 

Alerian MLP ETF   Period-Ended     Amount     Expiration
State     11/30/2016       3,913,692     Varies by State
State     11/30/2017       7,472,303     Varies by State
State     11/30/2018       2,553,292     Varies by State
State     11/30/2019       2,244,759     Varies by State
State     11/30/2020       8,558,965     Varies by State
State     11/30/2021       2,606,566     Varies by State
Total           $ 27,349,577      

 

The Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. The TCJA made modifications to the net operating loss (“NOL”) deduction. The TCJA eliminated the NOL carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any NOLs arising in tax years beginning after December 31, 2017. The TCJA also established a limitation for any NOLs generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available NOLs or 80% of taxable income before any NOL utilization. The Coronavirus Aid, Relief, and Economic Stability Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act delays the application of the 80% net operating loss limitation, established under TCJA, to tax years ending November 30, 2022 and beyond.

 

The Fund reviews the recoverability of its deferred tax assets based upon the weight of available evidence. When assessing the recoverability of its deferred tax assets, significant weight was given to the effects of potential future realized and unrealized gains on investments and the period over which these deferred tax assets can be realized. Currently, any capital losses that may be generated by the Fund are eligible to be carried back up to three years and can be carried forward for five years to offset capital gains recognized by the Fund in those years.

 

Based upon the Fund’s assessment, it has determined that it is “more-likely-than-not” that a portion of its deferred tax assets will not be realized through future taxable income of the appropriate character. Accordingly, a valuation allowance has been established for the Fund’s deferred tax assets. The Fund will continue to assess the need for a valuation allowance in the future. Significant increases in the fair value of its portfolio of investments may change the Fund’s assessment of the recoverability of these assets and may result in the removal of the valuation allowance against all or a portion of the Fund’s gross deferred tax assets.

 

24 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

Total income tax expense/(benefit) (current and deferred) differs from the amount computed by applying the federal statutory income tax rate of 21% to net investment income and realized and unrealized gain/(losses) on investment before taxes as follows:

 

Alerian MLP ETF   As of November 30, 2021  
Income tax expense at statutory rate   $ 310,912,140  
State income taxes (net of federal benefit)     25,317,132  
Permanent differences, net     46,296,606  
Effect of tax rate change     7,840,198  
Valuation allowance     (389,355,634 )
Net income tax expense   $ 1,010,442  

 

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

 

Alerian MLP ETF     Inception to November 30, 2021  
Unrecognized tax benefit - Beginning   $  
Gross increases - tax positions in prior period      
Gross decreases - tax positions in prior period      
Gross increases - tax positions in current period      
Settlement      
Lapse of statute of limitations      
Unrecognized tax benefit - Ending   $  

 

The Fund recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. For the year ended November 30, 2021, the Fund paid $12,356 in penalties and interest.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the Fund. Tax periods ended November 30, 2018 through November 30, 2020 remain subject to examination by tax authorities in the United States. Due to the nature of the Fund’s investments, the Fund may be required to file income tax returns in several states. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

 

Alerian Energy Infrastructure ETF

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.

 

No provision for income taxes is included in the accompanying financial statements, as the Alerian Energy Infrastructure ETF 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 Alerian Energy Infrastructure ETF 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, 2021, the Alerian Energy Infrastructure ETF did not have a liability for any unrecognized tax benefits. The Alerian Energy Infrastructure ETF 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.

 

25 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

For the year ended November 30, 2021, permanent book and tax differences resulting primarily from differing treatment of investments in partnerships and redemptions in kind were identified and reclassified among components of the Fund’s net assets as follows:

 

Fund   Paid-in Capital     Total Distributable Earnings  
Alerian Energy Infrastructure ETF   $ 2,354,429     $ (2,354,429 )

 

The tax character of the distributions paid during the fiscal year ended November 30, 2021 and November 30, 2020 was as follows:

 

  Ordinary Income     Long-Term Capital Gain     Return of Capital  
November 30, 2021                  
Alerian Energy Infrastructure ETF   $ 2,301,342     $     $ 2,346,411  

 

  Ordinary Income     Long-Term Capital Gain     Return of Capital  
November 30, 2020                  
Alerian Energy Infrastructure ETF   $ 1,140,689     $     $ 1,627,034  

 

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, 2021, the following amounts are available as carry forwards to the next tax year:

 

    Short-Term     Long-Term  
Alerian Energy Infrastructure ETF   $ 309,653     $ 3,183,203  

 

As of November 30, 2021, the components of distributable earnings on a tax basis were as follows:

 

    Alerian Energy Infrastructure ETF  
Accumulated net realized loss on investments   $ (3,492,856 )
Net unrealized depreciation on investments     (78,149 )
Other accumulated losses     (4,576,295 )
Total   $ (8,147,300 )

 

As of November 30, 2021, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

    Alerian MLP ETF     Alerian Energy Infrastructure ETF  
Cost of investments for income tax purposes   $ 3,830,872,327     $ 61,578,366  
Gross appreciation (excess of value over tax cost)   $ 2,214,241,369     $ 8,962,768  
Gross depreciation (excess of tax cost over value)     (1,062,717,740 )     (9,039,011 )
Net appreciation (depreciation) of foreign currency           (1,906 )
Net unrealized appreciation/(depreciation)   $ 1,151,523,629     $ (78,149 )

 

The difference between cost amounts for financial statement purposes is due primarily to the recognition of pass-through income from a Fund’s investments in master limited partnerships and wash sales.

 

G. Lending of Portfolio Securities

The Alerian Energy Infrastructure ETF 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.

 

26 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

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 Statements 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 Statements 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, 2021:

 

    Market Value of Securities on Loan     Cash Collateral Received     Non-Cash Collateral Received     Total Collateral Received  
Alerian Energy Infrastructure ETF   $ 1,952,226     $ 2,092,086     $     $ 2,092,086  

 

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.

 

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, 2021:

 

Alerian Energy Infrastructure 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   $ 2,092,086     $     $     $     $ 2,092,086  
Total Borrowings                                     2,092,086  
Gross amount of recognized liabilities for securities lending (collateral received)     $ 2,092,086  

 

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

 

 

ALPS Advisors, Inc. (the “Adviser”) serves as the Funds’ investment adviser pursuant to an Investment Advisory Agreement with the Trust on behalf of each Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, each Fund pays the Adviser an annual management fee for the services and facilities it provides, payable on a monthly basis as a percentage of the relevant Fund’s average daily net assets as set out below.

 

Fund   Advisory Fee
Alerian MLP ETF 0.85% up to and including $10 billion
  0.80% greater than $10 billion up to and including $15 billion
  0.70% greater than $15 billion up to and including $20 billion
  0.55% greater than $20 billion up to and including $25 billion
  0.40% greater than $25 billion

 

Fund   Advisory Fee
Alerian Energy Infrastructure ETF 0.35%*  

 

* Effective July 1, 2021, the Alerian Energy Infrastructure ETF changed its management fee from 0.65% to 0.35%.

 

27 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

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

 

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

 

Each Trustee receives (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 receives a quarterly retainer of $2,000, in connection with their respective roles.

 

4. PURCHASES AND SALES OF SECURITIES

 

 

For the year ended November 30, 2021, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:

 

Fund   Purchases     Sales  
Alerian MLP ETF   $ 1,007,815,159     $ 2,056,333,024  
Alerian Energy Infrastructure ETF     19,624,493       19,154,710  

 

For the year ended November 30, 2021, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Fund   Purchases     Sales  
Alerian MLP ETF   $ 1,050,746,881     $  
Alerian Energy Infrastructure ETF     22,106,051       10,824,164  

 

For the year ended November 30, 2021, the Alerian Energy Infrastructure ETF had in-kind net realized gain of $2,600,602.

 

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.

 

5. MASTER LIMITED PARTNERSHIPS

 

 

MLPs are publicly traded partnerships engaged in, among other things, the transportation, storage and processing of minerals and natural resources, and are treated as partnerships for U.S. federal income tax purposes. By confining their operations to these specific activities, their interests, or units, are able to trade on public securities exchanges exactly like the shares of a corporation, without entity level taxation. To qualify as a MLP and to not be taxed as a corporation, a partnership must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Code. These qualifying sources include, among other things, natural resource-based activities such as the processing, transportation and storage of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. The general partner of an MLP is typically owned by a major energy company, an investment fund, the direct management of the MLP, or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners typically own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership’s operations and management.

 

MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (“minimum quarterly distributions” or “MQD”). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD is distributed to both common and subordinated units and generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions.

 

28 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

6.  CAPITAL SHARE TRANSACTIONS

 

 

Shares are created and redeemed by each Fund only in Creation Unit size aggregations of 25,000 Shares. On October 1, 2021, Alerian Energy Infrastructure ETF reduced its Creation Unit size from 50,000 to 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 Funds. 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 each 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.

 

7.  RELATED PARTY TRANSACTIONS

 

 

The Funds engaged in cross trades between other funds in the Trust during the year ended November 30, 2021 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, 2021, were as follows:

 

Fund   Purchase cost paid     Sale proceeds received     Realized gain/(loss) on sales  
Alerian MLP ETF   $ 487,497     $ 968,039     $ (67,830 )
Alerian Energy Infrastructure ETF     605,557       2,121,975       (1,835,906 )

 

29 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021  

 

8.  AFFILIATED COMPANIES

 

 

As defined by the Investment Company Act of 1940, an affiliated person, including an affiliated company, is one in which a Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund.

 

For the year ended November 30, 2021, the Alerian MLP ETF held shares in the following affiliates, as defined by the Investment Company Act of 1940.

 

Security Name   Share Balance as of November 30, 2021     Market Value as of November 30, 2020     Purchases     Purchases In-Kind     Sales     Market Value as of November 30, 2021     Dividends*     Change in Unrealized Gain/(Loss)     Realized Gain/(Loss)  
Affiliated Investments as of November 30, 2021                                      
Crestwood Equity Partners LP     7,496,856     $ 101,531,691     $ 41,085,833     $ 37,059,822     $ (42,727,153 )   $ 191,619,639     $     $ 75,458,281     $ (3,250,496 )
DCP Midstream LP     11,614,338       179,947,999       20,666,729       60,691,003       (69,415,973 )     305,805,520             134,150,882       (2,116,210 )
EnLink Midstream LLC     42,917,395       119,052,199       69,823,102       42,632,836       (42,889,916 )     279,392,241             132,853,096       (28,578,559 )
Genesis Energy LP     14,145,817       86,198,857       10,830,222       27,115,669       (29,250,281 )     142,731,294             89,232,882       (32,950,909 )
Holly Energy Partners LP     5,930,480       76,290,764       9,621,102       21,847,356       (25,757,986 )     99,394,845             25,672,946       (19,954 )
Magellan Midstream Partners LP     10,672,793       375,129,243       103,844,955       100,929,554       (140,138,448 )     495,004,139             100,650,536       (1,222,625 )
NuStar Energy LP     12,831,134       161,682,778       19,567,890       44,942,526       (51,067,546 )     179,635,876             43,825,841       (18,915,425 )
Plains All American Pipeline LP     53,477,843       400,072,962       78,854,524       106,735,891       (161,923,449 )     497,343,940             269,618,733       (158,691,185 )
Western Midstream Partners LP     25,467,949       319,874,889       44,005,630       101,134,923       (130,494,652 )     489,748,659             219,603,617       (31,784,406 )
                                            $ 2,680,676,153     $     $ 1,091,065,814     $ (277,529,769 )

 

Investments no longer affiliated as of November 30, 2021                            
NGL Energy                                                      
Partners LP         $ 32,054,838     $ 1,483,677     $ 3,538,267     $ (39,331,963 )   $     $     $ 66,065,568     $ (63,810,387 )
TC PipeLines LP           206,078,373             15,443,118       (213,403,097 )                 (4,330,097 )     49,099  
                                            $     $     $ 61,735,471     $ (63,761,288 )
                                                                         
GRAND TOTAL                                                   $     $ 1,152,802,285 $     (341,291,057 )

 

* 100% of the income received was estimated as Return of Capital.

 

9. MARKET DISRUPTIONS RISK

 

 

The Funds are 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 each Fund to lose value.

 

The spread of COVID-19 has caused volatility, severe market dislocations and liquidity constraints in many markets, including markets for the securities each Fund holds, and may adversely affect each 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 each Fund’s securities or other assets. Such impacts may adversely affect the performance of the Funds.

 

30 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Notes to Financial Statements November 30, 2021

 

10. 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.

 

31 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Additional Information November 30, 2021 (Unaudited)  

 

PROXY VOTING RECORDS, POLICIES AND PROCEDURES

 

 

Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 and a description of the Funds’ 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

 

 

In early 2021, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during the calendar year 2020 via Form 1099. The Funds will notify shareholders in early 2022 of amounts paid to them by the Funds, if any, during the calendar year 2021.

 

The Alerian Energy Infrastructure 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, 2020:

 

  Qualified Dividend Income Dividend Received Deduction
Alerian Energy Infrastructure ETF 71.85% 11.91%

 

LICENSING AGREEMENTS

 

 

Alerian (the “Licensor”) has entered into an index licensing agreement with ALPS Advisors Inc. (the “Adviser”) with respect to each of the Alerian MLP ETF and the Alerian Energy Infrastructure ETF, to allow the Adviser’s use of AMZI and AMEI. The following disclosure relates to the Licensor:

 

Alerian is the designer of the construction and methodology for the underlying index (each an “Underlying Index”) for each of the Alerian MLP ETF and the Alerian Energy Infrastructure ETF (each a “Fund” and collectively, the “Funds”). “Alerian,” “Alerian MLP Infrastructure Index,” “Alerian Energy Infrastructure Index,” “Alerian Index Series” and “AMZI” are service marks or trademarks of Alerian. Alerian acts as brand licensor for each Underlying Index. Alerian is not responsible for the descriptions of either Underlying Index or the Funds that appear herein. Alerian is not affiliated with the Trust, the Adviser or the Distributor.

 

Neither Fund is issued, sponsored, endorsed, sold or promoted by Alerian (“Licensor”) or its affiliates. Licensor 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 Alerian MLP Infrastructure Index (“Index”) to track general market performance. Licensor’s only relationship to the Licensee is the licensing of the Index which is determined, composed and calculated by Licensor without regard to the Licensee or the Fund. Licensor has no obligation to take the needs of the Licensee or the owners of the Fund into consideration in determining, composing or calculating the Index. Licensor is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash. Licensor has no obligation or liability in connection with the issuance, administration, marketing or trading of either Fund and is not responsible for and has not participated in the determination of pricing or the timing of the issuance or sale of the Shares of either Fund or in the determination or calculation of the NAV of the relevant Fund. Alerian MLP Infrastructure Index, Alerian MLP Infrastructure Total Return Index, AMZI and AMZIX are trademarks of GKD Index Partners, LLC and their general use is granted under a license from GKD Index Partners, LLC.

 

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

 

32 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Additional Information November 30, 2021 (Unaudited)  

 

The Adviser does not guarantee the accuracy and/or the completeness of either 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 either Fund, owners of the Shares of the relevant Fund or any other person or entity from the use of either 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 either 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 either Underlying Index, even if notified of the possibility of such damages.

 

(Applicable to the Alerian Energy Infrastructure ETF only)

 

The Underlying Index is the exclusive property of GKD Index Partners LLC d/b/a Alerian, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) (“S&P Dow Jones Indices”) to calculate and maintain the Underlying Index. S&P® is a registered trademark of Standard & Poor’s Financial Services LLC (“SPFS”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed to S&P Dow Jones Indices. “Calculated by S&P Dow Jones Indices” and its related stylized mark(s) have been licensed for use by Alerian.

 

The Fund is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices, SPFS, Dow Jones or any of their affiliates (collectively, “S&P Dow Jones Indices Entities”). S&P Dow Jones Indices Entities do not make any 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 general market performance. S&P Dow Jones Indices Entities only relationship to Alerian with respect to the Underlying Index is the licensing of certain trademarks, service marks and trade names of S&P Dow Jones Indices Entities and for the providing of calculation and maintenance services related to the Underlying Index. S&P Dow Jones Indices Entities are not responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash. S&P Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Underlying Index is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.

 

S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ALERIAN, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

 

33 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Board Considerations Regarding Approval of Investment Advisory Agreements November 30, 2021 (Unaudited)

 

At a meeting held on June 7, 2021 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 Agreements between the Trust and ALPS Advisors, Inc. (the “Adviser” or “AAI”) with respect to the Alerian MLP ETF (“AMLP”) and the Alerian Energy Infrastructure ETF (“ENFR”) (each “a Fund” and collectively the “Funds”), as well as a proposed reduction to the advisory fees for ENFR. The Independent Trustees also met separately to consider (i) each Investment Advisory Agreement and (ii) the proposed reduction to the advisory fee for ENFR.

 

In evaluating the (i) proposed reduction to the advisory fee for ENFR and (ii) renewal of the Investment Advisory Agreements with respect to each Fund, the Board, including the Independent Trustees considered various factors, including (i) the nature, extent and quality of the services provided by AAI with respect to the applicable Fund under the Investment Advisory Agreements; (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 Agreements, the Board considered and reviewed information concerning the services provided under the Investment Advisory Agreements, the investment parameters of the index of each 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 Funds. For ENFR, the Board noted that the amended Advisory Agreement was identical to the Advisory Agreement currently in place for ENFR other than with respect to the reduced advisory fee.

 

The Board reviewed information on the performance of each Fund and its applicable benchmark. The Board also evaluated the correlation and tracking error between each underlying index and its corresponding Fund’s performance. Based on this review, the Board, including the Independent Trustees. found that the nature and extent of services provided to each Fund under the Investment Advisory Agreements was appropriate and that the quality was satisfactory and, for ENFR, that there will be no diminution in the nature or level of services provided to ENFR.

 

The Board noted that the advisory fees for each Fund were unitary fees pursuant to which AAI assumes all expenses of the Funds (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 AMLP is higher than the median of its FUSE expense group. AMLP’s net expense ratio is also higher than the median of its FUSE expense group.

 

The gross management fee rate for ENFR is lower than the median of its FUSE expense group. ENFR’s net expense ratio is also below the median of their respective FUSE expense group.

 

With respect to AMLP, the Board took into account, among other things, supplemental information provided by the Adviser showing AMLP’s total expenses were in line with the total expenses of peer groups deemed by the Adviser to be more comparable, including peer groups comprised of (i) the master limited partnership (“MLP”) asset class as a whole and (ii) exchange-traded products focused solely on MLP investments. The Board also considered the brand recognition of AMLP’s index provider, the additional costs and expenses incurred by AAI in managing and administering the Fund, that AMLP’s investment advisory fee schedule included breakpoints and the fees charged by the index provider for licensing its indexes.

 

Based on the foregoing, and the other information available to them, the Board, including the Independent Trustees, concluded that the advisory fee rate for each Fund and the proposed reduction in advisory fee rate for ENFR 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 Funds and concluded that the advisory fees were reasonable taking into account any such benefits. With respect to ENFR, the Board, including the Independent Trustees, determined that the Adviser 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 economies of scale have been achieved.

 

The Board, including the Independent Trustees also considered with respect to each Fund the information provided by AAI about the costs and profitability of AAI with respect to each of the Funds, including the asset levels and other factors that influence the profitability and financial viability of the Funds. The Board, including the Independent Trustees reviewed and noted the relatively small size of ENFR and concluded that AAI was not realizing any economies of scale. With respect to AMLP, the Independent Trustees noted that neither Fund’s asset levels has not recovered to its historic high. 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.

 

34 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Board Considerations Regarding Approval of Investment Advisory Agreements November 30, 2021 (Unaudited)  

 

With respect to AMLP, the Board considered, among other things the brand recognition of AMLP’s index provider as well as the trading volumes of the Fund and the narrow trading spreads. The Board considered the breakpoint schedule adopted previously and whether the breakpoints would benefit shareholders and appropriately reflect economies of scale achieved by AAI with respect to AMLP should AMLP’s assets increase, noting that AMLP’s assets were well below historical highs on account of market events related to COVID-19. The Board also considered the substance of its discussions with AAI regarding AMLP’s advisory fee rates. Upon discussion, the Board, including the Independent Trustees determined that the advisory fee rate for the Fund reflects an appropriate sharing of economies of scale.

 

In voting to renew each Investment Advisory Agreement, the Board, including the Independent Trustees concluded that the terms of each 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 Board, including the Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

35 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Trustees & Officers November 30, 2021 (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. Three Trustees 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 other Trustee (the “Interested Trustee”) is affiliated with the Adviser.

 

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. 36 Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (32 funds); Reaves Utility Income Fund; and Segall Bryant & Hamill Trust (14 funds).
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. 36 Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (32 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. 19 Mr. Pederson is Trustee of Segall Bryant & Hamill Trust (14 funds) and 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 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.

 

36 | November 30, 2021

     

 

 

Alerian Exchange Traded Funds

 

Trustees & Officers November 30, 2021 (Unaudited)  

 

The Trustee who is an “interested person” of the Trust, his term of office and length of time served, his principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held by the Trustee, are shown below.

 

INTERESTED TRUSTEE 

Name, Address and Year of Birth of Interested Trustee* Position(s) Held with Trust Term of Office and Length of Time Served** Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen by Trustees*** Other Directorships Held by Trustees

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. (“AAI”), and Director of ALPS Distributors, Inc. (“ADI”), ALPS Fund Services, Inc. (“AFS”), and ALPS Portfolio Solutions Distributor, Inc. (“APSD”). Mr. Burke retired from ALPS in June 2019. 31 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 (32 funds).

 

* The business address of the Trustee is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203. Effective December 1, 2021, Mr. Burke is an Independent Trustee of the Trust.
** This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
*** The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

 

37 | November 30, 2021

     

 

Alerian Exchange Traded Funds

 

Trustees & Officers November 30, 2021 (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, RiverNorth Opportunities Fund, Inc., Liberty All-Star Equity Fund and Liberty All-Star Growth 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, Principal Real Estate Income Fund and RiverNorth Opportunities Fund, Inc. From June 2018 to November 2021 she also served as Treasurer of Boulder Growth & Income Fund, Inc.
Brendan Hamill, 1986 Secretary

Since

September 2021

Mr. Hamill joined ALPS in August 2021, and is currently Vice President and Principal Legal Counsel. Prior to joining ALPS, Mr. Hamill was an attorney at Lewis Brisbois Bisgaard & Smith, LLP (law firm) (December 2018-August 2021) and Vedder Price, P.C. (law firm) (August 2015-December 2018). Mr. Hamill also serves as Secretary of Financial Investors Trust, Secretary of ALPS Variable Investment Trust, Secretary of Principal Real Estate Income Fund, and Assistant Secretary of James Advantage Funds.

 

* 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/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.

 

38 | November 30, 2021

     

 

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