Table of Contents

 

Performance Overview 1
Disclosure of Fund Expenses 14
Report of Independent Registered Public Accounting Firm 15
Financial Statements  
Schedules of Investments 16
Statements of Assets and Liabilities 26
Statements of Operations 27
Statements of Changes in Net Assets 28
Financial Highlights 32
Notes to Financial Statements 36
Additional Information 46
Board Considerations Regarding Approval of Investment Advisory Agreement 48
Trustees & Officers 50

 

alpsfunds.com

 

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Investment Objective

The ALPS|O’Shares U.S. Quality Dividend ETF (the "Fund") seeks investment results that track the performance, before fees and expenses, of the O'Shares U.S. Quality Dividend Index (the "Underlying Index").

 

The Underlying Index is designed to measure the performance of publicly-listed large-capitalization and mid-capitalization dividend-paying issuers in the United States that meet certain market capitalization, liquidity, high quality, low volatility and dividend yield thresholds, as determined by O'Shares Investment Advisers, LLC. The high quality and low volatility requirements are designed to reduce exposure to high dividend equities that have experienced large price declines. The constituents of the Underlying Index are selected from the S-Network U.S. Equity Large-Cap 500 Index.

 

Performance Overview

During the Fund's fiscal year ended November 30, 2023, the Fund generated a total return of 4.74%, performing generally in line with the Fund's Underlying Index, net of fees, which returned 5.28%. The Fund outperformed the Russell 1000® Value Index and the Morningstar US Large-Mid Cap Broad Value Index and underperformed the S&P 500® Index, which returned 1.35%, 4.05% and 13.84%, respectively, during the Fund's 2023 fiscal year.

 

The trailing-twelve-month yield for the Fund's underlying constituents as of November 30, 2023 was 1.87% vs. 2.13% and 2.80% for the Russell 1000® Value Index and Morningstar US Large-Mid Cap Broad Value Index, respectively.

 

The S&P 500® Index returned 13.84% for the Fund's fiscal year that ended November 30, 2023, as fiscal year 2023 saw markets rebound from 2022 lows. The Federal Reserve Bank (FED) continued its path of quantitative tightening in 2023 to combat inflation, reaching its target of peak rates with expectations of rate cuts into 2024 as the Consumer Price Index (CPI), energy prices and yields trended towards more acceptable levels. U.S. markets rallied substantially off the secondary effects of the FED's actions, which ALPS Advisors believes will lead to better odds of a soft landing, with expectations of rate cuts driving growth and equity multiples higher into the next year. Main macroeconomic talking points throughout 2023 centered on the path of future interest rates driven by monetary policy, and inflation trending towards the FED's 2% inflation target. Inflation significantly declined throughout 2023, with November 2023 numbers showing year-over-year CPI around 3.1%. Despite persistent recession calls, ALPS Advisors believes a gradual reduction in interest rates is likely to lead to an earnings recovery in the U.S., easing financial conditions for both U.S. and global equities. With the recent recovery in sentiment and price for U.S. markets, the S&P 500® Index Price-to-Earnings (P/E) ratio of 22.2x is slightly above its 10-year average of 20.6x. Looking forward, ALPS Advisors believes markets are likely to be data-dependent on job growth, CPI, spending and manufacturing data to justify the recent recovery in valuations.

 

Compared to the Russell 1000® Value Index, the Fund saw a positive impact from its higher-quality holdings across non-cyclical sectors. The Fund outperformed the Russell 1000® Value Index across Information Technology and Financials sectors, although its slight underweight to Communication Services and security selection of quality names within the Industrials sectors drove the bulk of relative underperformance.

 

Compared to the Morningstar US Large-Mid Cap Broad Value Index, the Fund saw a positive impact from its higher-quality holdings across non-cyclical sectors. The Fund outperformed the Morningstar US Large-Cap Broad Value Index across Information Technology, Financials, Health Care, Utilities and Consumer Staples sectors, while the Fund’s Communication Services, Industrials and Consumer Discretionary sector exposures drove the bulk of relative underperformance.

 

The best-performing stocks in the Fund during the Fund's fiscal year ended November 30, 2023, were Broadcom Inc. (AVGO), which increased 67.22%, Eli Lilly & Co (LLY), which saw a gain of 57.18%, and Microsoft Corp. (MSFT), rising 48.22%. The largest detractors for the Fund were Dollar General Corp. (DG), which decreased 48.76%, Pfizer Inc. (PFE), which fell 36.84%, and Bristol-Myers Squibb Co. (BMY), which lost 36.58%.

 

Looking forward, ALPS Advisors believes the methodology of selecting large-cap and mid-cap companies in the U.S. with fundamental determinates including quality, low volatility, and dividend growth, provides a cost-efficient core investment holding.

 

Performance (as of November 30, 2023)

 

  1 Year 5 Year Since Inception^
ALPS | O'Shares U.S. Quality Dividend ETF – NAV 4.74% 8.55% 9.54%
ALPS | O'Shares U.S. Quality Dividend ETF – Market Price* 4.76% 8.57% 9.54%
O'Shares U.S. Quality Dividend Index** 5.28% 9.09% 10.10%
Morningstar US Large-Mid Cap Broad Value Index*** 4.05% 9.37% 9.59%
Russell 1000® Value Index 1.35% 7.52% 7.69%

 

Total Expense Ratio (per the current prospectus) is 0.48%.

1 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Performance data quoted represents past performance. The Fund adopted the historical performance of the O'Shares U.S. Quality Dividend ETF (the "Predecessor Fund") as the result of a reorganization in which the Fund acquired all of the assets, subject to liabilities, of the Predecessor Fund on June 17, 2022. The returns presented for the Fund for periods prior to June 17, 2022 reflect the performance of the Predecessor Fund. At the time of the reorganization, the investment objectives of the Fund and the Predecessor Fund were identical and the investment strategies of the Fund and the Predecessor Fund were substantially the same. Previously, the Predecessor Fund had adopted the historical performance of the O’Shares FTSE U.S. Quality Dividend ETF (the “Previous Predecessor Fund”), a series of FQF Trust, as the result of a reorganization in which the Predecessor Fund acquired all of the assets, subject to liabilities, of the Previous Predecessor Fund on June 28, 2018. The returns presented for the Predecessor Fund for periods prior to June 28, 2018 reflect the performance of the Previous Predecessor Fund. At the time of the reorganization, the investment objectives of the Previous Predecessor Fund and the Predecessor Fund were identical and the investment strategies of the Previous Predecessor Fund and the Predecessor Fund were substantially the same. Effective June 1, 2020, the Predecessor Fund’s underlying index was changed to the Underlying Index from the FTSE USA Qual/Vol/Yield Factor 5% Capped Index (the “Former Index”). Thus, Predecessor Fund performance shown through May 31, 2020 reflects the Predecessor Fund seeking to track the performance of the Former Index, and Predecessor Fund performance shown beginning June 1, 2020 reflects the Predecessor Fund seeking to track the performance of the Underlying Index. In addition, the Underlying Index performance shown reflects the blended performance of the Former Index through May 31, 2020 and the Underlying Index thereafter. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends and capital gains distributions, if any. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month ̶end performance data please visit www.alpsfunds.com or call 1.866.675.2639.

 

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

 

^ The Fund commencement date was July 14, 2015.

 

* 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 shares, 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 O’Shares U.S. Quality Dividend Index performance information reflects the blended performance of the FTSE USA Qual/Vol/Yield Factor 5% Capped Index through May 31, 2020 and the O’Shares U.S. Quality Dividend Index thereafter.

 

*** Effective March 31, 2023 the Morningstar US Large-Mid Cap Broad Value Index replaced the Russell 1000® Value Index as the Fund's secondary benchmark. The Adviser made this recommendation to the Board because the new index closely aligns to the Fund's investment strategies and investment restrictions. Information on both indices will be shown for a one-year transition period.

 

The O’Shares U.S. Quality Dividend Index is designed to measure the performance of publicly-listed large-capitalization and mid-capitalization dividend-paying issuers in the United States that meet certain market capitalization, liquidity, high quality, low volatility and dividend yield thresholds. The high quality and low volatility requirements are designed to reduce exposure to high dividend equities that have experienced large price declines. The index is reported on a total return basis, which assumes reinvestment of any dividends and distributions realized during a given time period.

 

The Morningstar US Large-Mid Cap Broad Value Index is designed to provide comprehensive, consistent representation of the large-mid cap value segment of the US equity market. The index is not actively managed and does not reflect any deductions for fees, expenses or taxes. The index is reported on a total return basis, which assumes reinvestment of any dividends and distributions realized during a given time period. One cannot invest directly in an index. Index performance does not reflect fund performance.

 

The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values.

 

The indexes are not actively managed and do 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 ALPS | O’Shares U.S. Quality Dividend 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, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2023)

 

Microsoft Corp. 5.63%
Apple, Inc. 5.25%
Verizon Communications, Inc. 4.42%
Comcast Corp. 4.35%
Visa, Inc. 4.04%
JPMorgan Chase & Co. 3.82%
Mastercard, Inc. 3.27%
Home Depot, Inc. 3.18%
UnitedHealth Group, Inc. 3.02%
Broadcom, Inc. 2.93%
Total % of Top 10 Holdings 39.91%

 

* % of Total Investments

Sector Allocation* (as of November 30, 2023)

 

Information Technology 22.69%
Health Care 18.55%
Financials 16.55%
Industrials 12.21%
Consumer Discretionary 10.15%
Consumer Staples 8.98%
Communication Services 8.77%
Utilities 2.07%
Money Market Fund 0.03%
Total 100.00%

 

Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2023)

 

Comparison of Change in Value of $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.

3 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Investment Objective

The ALPS|O’Shares U.S. Small-Cap Quality Dividend ETF (the "Fund") seeks investment results that track the performance, before fees and expenses, of the O'Shares U.S. Small-Cap Quality Dividend Index (the "Underlying Index").

 

The Underlying Index is designed to measure the performance of publicly-listed small-capitalization dividend-paying issuers in the United States that meet certain market capitalization, liquidity, high quality, low volatility and dividend yield thresholds, as determined by O'Shares Investment Advisers, LLC. The high quality and low volatility factors are designed to reduce exposure to high dividend equities that have experienced large price declines, as may occur with some dividend investing strategies. The constituents of the Underlying Index are selected from the S-Network

U.S. Equity Mid/Small-Cap 2500 Index.

 

Performance Overview

During the Fund's fiscal year ended November 30, 2023, the Fund generated a total return of 4.82%, generally in line with the Fund’s Underlying Index, net of fees, which returned 5.27%. The Fund underperformed the S&P 500® Index and outperformed the Russell 2000® Value Index and the Morningstar US Small-Cap Broad Value Extended Index, which returned 13.84%, -4.73% and -2.92%, respectively during the Fund's 2023 fiscal year.

 

The trailing-twelve-month yield for the Fund's underlying constituents as of November 30, 2023 was 1.93% vs. 2.31% and 3.30% for the Russell 2000 Value Index and the Morningstar US Small-Cap Broad Value Extended Index, respectively.

 

The S&P 500® Index returned 13.84% for the Fund's fiscal year ended November 30, 2023, as fiscal year 2023 saw markets rebound from 2022 lows. The Federal Reserve Bank (FED) continued its path of quantitative tightening in 2023 to combat inflation, reaching its target of peak rates with expectations of rate cuts into 2024 as Consumer Price Index (CPI), energy prices and yields trended towards more acceptable levels. U.S. markets rallied substantially off the secondary effects of the FED's actions, which ALPS Advisors believes will lead to better odds of a soft landing, with expectations of rate cuts driving growth and equity multiples higher into the next year. Main macroeconomic talking points throughout 2023 centered on the path of future interest rates driven by monetary policy, and inflation trending towards the FED's 2% inflation target. Inflation significantly declined throughout 2023, with November 2023 numbers showing year-over-year CPI around 3.1%. Despite persistent recession calls, ALPS Advisors believes a gradual reduction in interest rates is likely to lead to an earnings recovery in the U.S., easing financial conditions for both U.S. and global equities. With the recent recovery in sentiment and price for U.S. markets, the S&P 500® Index Price-to-Earnings (P/E) ratio of 22.2x is slightly above its 10-year average of 20.6x. Looking forward, ALPS Advisors believes markets are likely to be data-dependent on job growth, CPI, spending and manufacturing data to justify the recent recovery in valuations.

 

Compared to the Russell 2000® Value Index, the Fund saw a positive impact from its higher-quality holdings across non-cyclical sectors. The Fund outperformed the Russell 2000® Value Index across Financials, Industrials, Information Technology, and Health Care sectors, although its underweight to Energy drove the bulk of relative underperformance.

 

Compared to the Morningstar US Small-Cap Broad Value Extended Index, the Fund saw a positive impact from its higher-quality holdings across non-cyclical sectors. The Fund outperformed the Morningstar US Small-Cap Broad Value Extended Index across Financials, Industrials, Information Technology, Communication Services, Consumer Discretionary, Utilities and Consumer Staples sectors, while the Fund’s Health Care sector exposure drove the bulk of relative underperformance.

 

The best-performing stocks in the Fund during the Fund's fiscal year ended November 30, 2023, were Interdigital Inc. (IDCC), which increased 104.08%, Simpson Manufacturing Co Inc. (SSD), which saw a gain of 82.46%, and WD-40 Co. (WDFC), rising 46.91%. The largest detractors for the fund were Organon & Co (OGN), which decreased 53.77%, Cracker Barrel Old Country (CBRL), which fell 38.51%, and Forward Air Corp. (FWRD), which lost 37.34%.

 

Looking forward, ALPS Advisors believes the methodology of selecting small-cap companies in the U.S. with fundamental determinates including quality, low volatility, and dividend growth, provides a cost-efficient core investment holding.

 

Performance (as of November 30, 2023)

 

  1 Year 5 Year Since Inception^
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF – NAV 4.82% 8.59% 7.73%
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF – Market Price* 4.82% 8.59% 7.73%
O'Shares U.S. Small-Cap Quality Dividend Index** 5.27% 9.11% 8.25%
Morningstar US Small-Cap Broad Value Extended Index*** -2.92% 6.35% 5.29%
Russell 2000® Value Index -4.73% 4.72% 4.32%

 

Total Expense Ratio (per the current prospectus) is 0.48%.

4 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Performance data quoted represents past performance. The Fund adopted the historical performance of the O'Shares U.S. Small-Cap Quality Dividend ETF (the "Predecessor Fund") as the result of a reorganization in which the Fund acquired all of the assets, subject to liabilities, of the Predecessor Fund on June 17, 2022. The returns presented for the Fund for periods prior to June 17, 2022 reflect the performance of the Predecessor Fund. At the time of the reorganization, the investment objectives of the Fund and the Predecessor Fund were identical and the investment strategies of the Fund and the Predecessor Fund were substantially the same. Effective May 4, 2018, the Predecessor Fund’s underlying index was changed from the FTSE USA Small Cap Qual/Vol/Yield Factor 3% Capped Index (the “Former Underlying Index 1”) to the FTSE USA Small Cap ex Real Estate 2Qual/Vol/Yield 3% Capped Factor Index (the “Former Underlying Index 2” and together with the Former Underlying Index 1, the “Former Underlying Indexes”). Effective June 1, 2020, the Predecessor Fund’s underlying index was changed from the Former Underlying Index 2 to the Underlying Index. Thus, Predecessor Fund performance shown prior to May 4, 2018 reflects the Predecessor Fund seeking to track the performance of the Former Underlying Index 1, Predecessor Fund performance shown from May 4, 2018 through May 31, 2020 reflects the Predecessor Fund seeking to track the performance of the Former Underlying Index 2, and Predecessor Fund performance shown beginning June 1, 2020 reflects the Predecessor Fund seeking to track the performance of the Underlying Index.

 

In addition, the Underlying Index performance shown reflects the blended performance of the Former Underlying Index 1 through May 3, 2018, the Former Underlying Index 2 from May 4, 2018 through May 31, 2020 and the Underlying Index thereafter. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends and capital gains distributions, if any. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month ̶end performance data please visit www.alpsfunds.com or call 1.866.675.2639.

 

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

 

^ The Fund commencement date was December 30, 2016.

 

* 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 shares, 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 O’Shares U.S. Small-Cap Quality Dividend Index performance information reflects the blended performance of the FTSE USA Small Cap Qual/Vol/Yield 3% Capped Factor Index through May 3, 2018, the FTSE USA Small Cap ex Real Estate 2Qual/Vol/Yield 3% Capped Factor Index from May 4, 2018 through May 31, 2020 and the O’Shares U.S. Small-Cap Quality Dividend Index thereafter.

 

*** Effective March 31, 2023 the Morningstar US Small-Cap Broad Value Extended Index replaced the Russell 2000® Value Index as the Fund's secondary benchmark. The Adviser made this recommendation to the Board because the new index closely aligns to the Fund's investment strategies and investment restrictions. Information on both indices will be shown for a one-year transition period.

 

The O’Shares U.S. Small-Cap Quality Dividend Index is designed to reflect the performance of publicly-listed small-capitalization dividend paying issuers in the United States that meet certain market capitalization, liquidity, high quality, low volatility and dividend yield thresholds. The quality and low volatility requirements are designed to reduce exposure to high dividend equities that have experienced large price declines. The index is reported on a total return basis, which assumes reinvestment of any dividends and distributions realized during a given time period.

 

Morningstar US Small-Cap Broad Value Extended Index is designed to provide comprehensive, consistent representation of the small-cap value segment of the US equity market. The index is not actively managed and does not reflect any deductions for fees, expenses or taxes. The index is reported on a total return basis, which assumes reinvestment of any dividends and distributions realized during a given time period. One cannot invest directly in an index. Index performance does not reflect fund performance.

 

The Russell 2000® Value Index measures the performance of the small capitalization value sector of the U.S. equity market.

 

The indexes are not actively managed and do 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 ALPS | O’Shares U.S. Small-Cap Quality Dividend 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, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2023)

 

Williams-Sonoma, Inc. 2.50%
Tradeweb Markets, Inc. 2.24%
Chemed Corp. 2.24%
Teleflex, Inc. 2.16%
Lincoln Electric Holdings, Inc. 2.14%
MarketAxess Holdings, Inc. 2.09%
Old Republic International Corp. 1.98%
New York Times Co. 1.97%
Juniper Networks, Inc. 1.96%
Owens Corning 1.87%
Total % of Top 10 Holdings 21.15%

 

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

  

Sector Allocation* (as of November 30, 2023)

 

Financials 22.47%
Industrials 22.22%
Consumer Discretionary 21.42%
Information Technology 10.50%
Health Care 10.28%
Consumer Staples 5.29%
Utilities 4.27%
Communication Services 3.53%
Money Market Fund 0.02%
Total 100.00%

Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2023)

 

Comparison of Change in Value of $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, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Investment Objective

The ALPS|O’Shares Global Internet Giants ETF (the "Fund") seeks investment results that track the performance, before fees and expenses, of the O'Shares Global Internet Giants Index (the "Underlying Index").

 

The Underlying Index is a rules-based index intended to give investors a means of tracking stocks exhibiting quality and growth characteristics in the "internet sector", as defined by O'Shares Investment Advisers, LLC.

 

Performance Overview

The Fund generated a total return of 37.44% for the Fund's fiscal year ended November 30, 2023, generally in line with the Fund’s Underlying Index, net of fees, which returned 38.23%. The Fund outperformed the NASDAQ 100 Index, which returned 33.73% during the Fund's fiscal year.

 

The S&P 500® Index returned 13.84% for the Fund's fiscal year ended November 30, 2023, as fiscal year 2023 saw markets rebound from 2022 lows. The Federal Reserve Bank (FED) continued its path of quantitative tightening in 2023 to combat inflation, reaching its target of peak rates with expectations of rate cuts into 2024 as Consumer Price Index (CPI), energy prices and yields trended towards more acceptable levels. U.S. markets rallied substantially off the secondary effects of the FED's actions, which ALPS Advisors believes will lead to better odds of a soft landing, with expectations of rate cuts driving growth and equity multiples higher into the next year. Main macroeconomic talking points throughout 2023 centered on the path of future interest rates driven by monetary policy, and inflation trending towards the FED's 2% inflation target. Inflation significantly declined throughout 2023, with November 2023 numbers showing year-over-year CPI around 3.1%. Despite persistent recession calls, ALPS Advisors believes a gradual reduction in interest rates is likely to lead to an earnings recovery in the U.S., easing financial conditions for both U.S. and global equities. With the recent recovery in sentiment and price for U.S. markets, the S&P 500® Index Price-to-Earnings (P/E) ratio of 22.2x is slightly above its 10-year average of 20.6x. Looking forward, ALPS Advisors believes markets are likely to be data-dependent on job growth, CPI, spending and manufacturing data to justify the recent recovery in valuations.

 

The Fund outperformed the NASDAQ 100 Index, which returned 33.73% for the Fund's fiscal year ended November 30, 2023. The Fund holds roughly 74% U.S. equities and 26% foreign equities, with the majority of foreign holdings domiciled in China. Artificial Intelligence (AI) has been the buzzword of the year, creating a frenzy within the Information Technology sector as new-age digital transformation and AI beneficiaries have led all other sectors during the Fund's fiscal year ended November 30, 2023. Developing economies and emerging market stocks as a whole were buoyed by positive catalysts, including a weakening US dollar and inexpensive valuations. Emerging markets' relative underperformance stemmed from inflationary pressures, currency devaluation, higher borrowing costs, and below-consensus growth from China’s economic recovery, which has been underwhelming due to regulatory crackdowns in tech and recent deflationary pressures.

 

The best-performing stocks in the Fund during the Fund's fiscal year ended November 30, 2023, were Meta Platforms Inc. (META US), which increased by 170.61%, and Samsara Inc. (IOT US), which saw a gain of 168.66%. Other top performers included Mongodb Inc. (MDB US), which climbed 160.51%. The largest detractors were Chewy Inc. (CHWY US), which decreased 54.90%, Etsy Inc. (ETSY US), which fell 51.90%, and Bill Holdings Inc. (BILL US) which lost 47.89%.

 

Looking forward, ALPS Advisors believes the rules-based approach of investing in some of the largest global companies that derive most of their revenue from the internet technology and e-commerce business segments with above-average growth potential provides a quality and differentiated investment holding.

 

Performance (as of November 30, 2023)

 

  1 Year 5 Year Since Inception^
ALPS | O'Shares Global Internet Giants ETF – NAV 37.44% 10.56% 6.05%
ALPS | O'Shares Global Internet Giants ETF – Market Price* 37.20% 10.63% 6.05%
O'Shares Global Internet Giants Index 38.23% 11.14% 6.60%
NASDAQ 100 Index 33.73% 19.12% 16.79%

 

Total Expense Ratio (per the current prospectus) is 0.48%.

 

Performance data quoted represents past performance. The Fund adopted the historical performance of the O'Shares Global Internet Giants ETF (the "Predecessor Fund") as the result of a reorganization in which the Fund acquired all of the assets, subject to liabilities, of the Predecessor Fund on June 17, 2022. The returns presented for the Fund for periods prior to June 17, 2022 reflect the performance of the Predecessor Fund. At the time of the reorganization, the investment objectives of the Fund and the Predecessor Fund were identical and the investment strategies of the Fund and the Predecessor Fund were substantially the same. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends and capital gains distributions, if any. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month ̶end performance data please visit www.alpsfunds.com or call 1.866.675.2639.

7 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

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

 

^ The Fund commencement date was June 5, 2018.

 

* 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 shares, 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 O’Shares Global Internet Giants Index is a rules-based index intended to give investors a means of tracking stocks exhibiting quality and growth characteristics in the internet technology and e-commerce business segments and pass screens for gross margin and cash burn sustainability. Companies included in the Underlying Index derive at least 50% of their revenues from a) internet technology companies whose principal business is to provide the technologies that support internet commerce; and b) internet commerce companies whose principal business is to sell products and services via the internet. The index is reported on a total return basis, which assumes reinvestment of any dividends and distributions realized during a given time period.

 

The NASDAQ 100 Index includes 100 of the largest domestic and international non-financial companies listed on the Nasdaq Stock Market based on market capitalization.

 

The indexes are not actively managed and do 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 ALPS | O’Shares Global Internet Giants 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.

8 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2023)

 

Microsoft Corp. 6.73%
Amazon.com, Inc. 6.03%
Alphabet, Inc. 4.44%
Meta Platforms, Inc. 4.37%
PDD Holdings, Inc. 3.47%
ServiceNow, Inc. 2.19%
Crowdstrike Holdings, Inc. 2.05%
Snowflake, Inc. 1.83%
Adobe, Inc. 1.73%
MercadoLibre, Inc. 1.69%
Total % of Top 10 Holdings 34.53%

 

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

 

Sector Allocation* (as of November 30, 2023)

 

Information Technology 51.94%
Consumer Discretionary 21.48%
Communication Services 20.57%
Industrials 5.12%
Real Estate 0.83%
Money Market Fund 0.06%
Total 100.00%

 

Future holdings are subject to change.

 

Growth of $10,000 (as of November 30, 2023)

 

Comparison of Change in Value of $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.

9 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Investment Objective

The ALPS|O’Shares Europe Quality Dividend ETF (the "Fund") seeks investment results that track the performance, before fees and expenses, of the O'Shares Europe Quality Dividend Index (the "Underlying Index").

 

The Underlying Index is designed to measure the performance of publicly-listed large-capitalization and mid-capitalization dividend-paying issuers in Europe that meet certain market capitalization, liquidity, high quality, low volatility and dividend yield thresholds, as determined by O'Shares Investment Advisers, LLC. The high quality and low volatility requirements are designed to reduce exposure to high dividend equities that have experienced large price declines. The constituents of the Underlying Index are selected from the S-Network Europe Equity 500 Index.

 

Performance Overview

The Fund generated a total return of 15.99% for the Fund's fiscal year ended November 30, 2023, generally in-line with the Underlying Index, net of fees, which returned 16.45%. The Fund outperformed the Morningstar Developed Markets ex-North America Index (MSDINUS Index) and the Euro Stoxx 50 Net Return USD Index (SX5U Index), which returned 11.87% and 20.14%, respectively, for the same period.

 

The trailing twelve-month yield for the Fund’s constituents as of November 30, 2023 was 2.36% vs. 3.17% for the MSDINUS Index.

 

Developed Markets (ex-U.S.), as represented by the MSDINUS Index, returned 11.87% for the Fund's fiscal year ended November 30, 2023, compared to the S&P 500® Index return of 13.84%, as fiscal year 2023 saw global markets rebound from the 2022 lows. The European Central Bank (ECB) and the Federal Reserve Bank (FED) continued on their path of quantitative tightening in 2023 to combat inflation, with most international developed countries nearing or reaching peak interest rate levels. Inflationary pressures, including energy prices, fell sharply for most of the developed world, driving prices, and equity multiples higher as fears of substantially lower growth abated. Main macroeconomic talking points throughout 2023 centered on the path of future interest rates driven by monetary policy, and inflation trending towards the ECB and FED's 2% inflation target. Despite the persistent recession calls in 2023, developed ex-US stocks have shown signs of resiliency, with real GDP so far surprising to the upside in Q3. The latest economic data displays Real GDP year-over-year rising to 5.2% in the US and 2.4% for Developed Economies (those nations with more advanced economies, well-developed infrastructure, more mature capital markets, and higher standards of living). While the recent recovery in sentiment and returns has caused ex- U.S. stocks to rally, the Morningstar Developed Markets ex-North America Index Price-to- Earnings (P/E) ratio of 13.34x remains below its 10-year average. Looking forward, ALPS Advisors believes markets are likely to be data-dependent on job growth, the Consumer Price Index (CPI), and spending and manufacturing data to justify the recent recovery in valuations.

 

Compared to the SX5U Index, despite the Fund’s underperformance from a total return perspective, the Fund saw a positive impact of 2.87% from its relative overweight to Industrials, while the Fund’s underweight to Financials was the largest detractor (1.87%) from relative performance. From a geographical perspective, the highest contribution to return was attributed to holdings based in Germany, which contributed 5.05% towards overall Fund performance. All regions in the Fund contributed net positive performance during the Fund's 2023 fiscal year.

 

The best-performing stocks during the Fund's fiscal year ended November 30, 2023, were Novo Nordisk A/S (NOVOB DC), 3I Group PLC which increased 86.62%, (III LN), Sap SE which returned 83.87%, and (SAP GR), which gained 54.43%. The worst performing stocks were Hexagon AB (HEXAB SS), losing 22.21%, Diageo PLC (DGE LN), which fell 21.08%, and British American tobacco PLC (BATS LN), which decreased by 15.35%.

 

Looking forward, ALPS Advisors believes the methodology of selecting large-cap and mid-cap companies in Europe with fundamental determinates including quality, low volatility and dividend growth, provides a cost-efficient core investment holding.

 

Performance (as of November 30, 2023)

 

  1 Year 5 Year Since Inception^
ALPS | O'Shares Europe Quality Dividend ETF – NAV 15.99% 6.66% 4.05%
ALPS | O'Shares Europe Quality Dividend ETF – Market Price* 14.94% 6.70% 4.06%
O'Shares Europe Quality Dividend Index** 16.45% 7.15% 4.54%
EURO STOXX 50 Net Return USD Index 20.14% 8.41% 5.15%

 

Total Expense Ratio (per the current prospectus) is 0.48%.

 

Performance data quoted represents past performance. The Fund adopted the historical performance of the O'Shares Europe Quality Dividend ETF (the "Predecessor Fund") as the result of a reorganization in which the Fund acquired all of the assets, subject to liabilities, of the Predecessor Fund on June 17, 2022. The returns presented for the Fund for periods prior to June 17, 2022 reflect the performance of the Predecessor Fund. At the time of the reorganization, the investment objectives of the Fund and the Predecessor Fund were identical and the investment strategies of the Fund and the Predecessor Fund were substantially the same. Previously, the Predecessor Fund had adopted the historical performance of the O’Shares FTSE Europe Quality Dividend ETF (the “Previous Predecessor Fund”), a series of FQF Trust, as the result of a reorganization in which the Predecessor Fund acquired all of the assets, subject to liabilities, of the Previous Predecessor Fund on June 28, 2018. The returns presented for the Predecessor Fund for periods prior to June 28, 2018 reflect the performance of the Previous Predecessor Fund. At the time of the reorganization, the investment objectives of the Previous Predecessor Fund and the Predecessor Fund were identical and the investment strategies of the Previous Predecessor Fund and the Predecessor Fund were substantially the same.

10 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Effective June 1, 2020, the Predecessor Fund’s underlying index was changed to the Underlying Index from the FTSE Developed Europe Qual/Vol/Yield 5% Capped Factor Index (the “Former Index”). Thus, Predecessor Fund performance shown through May 31, 2020 reflects the Predecessor Fund seeking to track the performance of the Former Index, and Predecessor Fund performance shown beginning June 1, 2020 reflects the Predecessor Fund seeking to track the performance of the Underlying Index. In addition, the Underlying Index performance shown reflects the blended performance of the Former Index through May 31, 2020 and the Underlying Index thereafter. Past performance does not guarantee future results. Total return figures assume reinvestment of dividends and capital gains distributions, if any. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month end performance data please visit www.alpsfunds.com or call 1.866.675.2639.

 

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

 

^ The Fund commencement date was August 19, 2015.

 

* 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 shares, 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 O’Shares Europe Quality Dividend Index performance information reflects the blended performance of the FTSE Developed Europe Qual/Vol/Yield 5% Capped Factor Index through May 31, 2020 and the O’Shares Europe Quality Dividend Index thereafter.

 

The O’Shares Europe Quality Dividend Index is designed to reflect the performance of publicly-listed large-capitalization and mid-capitalization dividend paying issuers in Europe that meet certain market capitalization, liquidity, high quality, low volatility and high dividend yield thresholds. The quality and low volatility requirements are designed to reduce exposure to high dividend equities that have experienced large price declines. The index is reported on a Net Total Return basis which assumes reinvestment of any dividends and distributions realized during a given time period (net of any amounts of withholding tax).

 

The EURO STOXX 50 Net Return USD Index represents the performance of the 50 largest companies among the 20 supersectors in terms of free-float market cap in Eurozone countries.

 

The indexes are not actively managed and do 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 ALPS | O’Shares Europe Quality Dividend 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.

11 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Top 10 Holdings* (as of November 30, 2023)

 

Novo Nordisk A/S 5.03%
ASML Holding NV 4.75%
Nestle SA 4.62%
LVMH Moet Hennessy Louis Vuitton SE 3.86%
SAP SE 3.80%
Novartis AG 3.79%
Roche Holding AG 3.66%
Siemens AG 3.35%
Schneider Electric SE 3.08%
Allianz SE 3.05%
Total % of Top 10 Holdings 38.99%

 

Country Exposure* (as of November 30, 2023)

 

France 19.42%
Switzerland 19.12%
Great Britain 18.59%
Germany 15.66%
Netherlands 9.27%
Sweden 5.54%
Denmark 5.26%
Spain 4.40%
Ireland 1.44%
Finland 1.22%
Money Market Fund 0.08%
Total 100.00%

 

* % of Total Investments

 

Future holdings are subject to change.

 

Sector Allocation* (as of November 30, 2023)

 

Industrials 25.57%
Health Care 16.91%
Consumer Staples 15.65%
Consumer Discretionary 12.95%
Financials 11.80%
Information Technology 8.56%
Utilities 4.50%
Communication Services 3.98%
Money Market Fund 0.08%
Total 100.00%

12 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Performance Overview November 30, 2023 (Unaudited)

 

Growth of $10,000 (as of November 30, 2023)

 

Comparison of Change in Value of $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.

13 | November 30, 2023

 

ALPS ETF Trust

 

Disclosure of Fund Expenses November 30, 2023 (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, 2023.

 

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

6/1/23

Ending Account

Value

11/30/23

Expense

Ratio(a)

Expenses Paid

During Period

6/1/23 - 11/30/23(b)

ALPS | O'Shares U.S. Quality Dividend ETF        
Actual $ 1,000.00 $ 1,075.30 0.48% $ 2.50
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,022.66 0.48% $ 2.43
         
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF        
Actual $ 1,000.00 $ 1,077.00 0.48% $ 2.50
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,022.66 0.48% $ 2.43
         
ALPS | O'Shares Global Internet Giants ETF        
Actual $ 1,000.00 $ 1,127.40 0.48% $ 2.56
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,022.66 0.48% $ 2.43
         
ALPS | O'Shares Europe Quality Dividend ETF        
Actual $ 1,000.00 $ 1,028.60 0.48% $ 2.44
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,022.66 0.48% $ 2.43

 

(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.

14 | November 30, 2023

 

ALPS ETF Trust

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of ALPS | O’Shares U.S. Quality Dividend ETF, ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF, ALPS | O’Shares Global Internet Giants ETF and ALPS | O’Shares Europe Quality Dividend ETF and Board of Trustees of ALPS ETF Trust

 

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ALPS | O’Shares U.S. Quality Dividend ETF, ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF, ALPS | O’Shares Global Internet Giants ETF and ALPS | O’Shares Europe Quality Dividend ETF (the “Funds”), each a series of ALPS ETF Trust, as of November 30, 2023, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the year then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of November 30, 2023, the results of their operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Funds’ financial statements and financial highlights for the period ended November 30, 2022, and prior, were audited by other auditors whose report dated January 27, 2023, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements 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 are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more investment companies advised by ALPS Advisors, Inc. since 2013.

 

 

 

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

January 29, 2024

15 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
COMMON STOCKS (99.85%)            
Aerospace & Defense (1.83%)            
General Dynamics Corp.     12,208     $ 3,015,010  
Lockheed Martin Corp.     12,437       5,568,915  
Northrop Grumman Corp.     7,220       3,430,655  
Total Aerospace & Defense             12,014,580  
                 
Air Freight & Logistics (0.96%)                
Expeditors International of                
Washington, Inc.     6,473       778,961  
United Parcel Service, Inc.,                
Class B     36,275       5,499,653  
Total Air Freight & Logistics             6,278,614  
Banks (3.82%)                
JPMorgan Chase & Co.     160,495          
              25,050,060  
Beverages (2.36%)                
Brown-Forman Corp., Class B     10,232       601,028  
Coca-Cola Co.     132,303       7,731,787  
PepsiCo, Inc.     42,483       7,149,464  
Total Beverages             15,482,279  
                 
Biotechnology (2.86%)                
AbbVie, Inc.     67,999       9,682,377  
Amgen, Inc.     20,447       5,513,329  
Gilead Sciences, Inc.     46,658       3,574,003  
Total Biotechnology             18,769,709  
                 
Building Products (0.58%)                
Johnson Controls International PLC     27,898       1,473,014  
Trane Technologies PLC     10,222       2,304,141  
Total Building Products             3,777,155  
                 
Capital Markets (3.19%)                
BlackRock, Inc.     7,878       5,918,190  
Cboe Global Markets, Inc.     5,640       1,027,552  
Moody's Corp.     10,026       3,659,089  
MSCI, Inc.     4,019       2,093,296  
S&P Global, Inc.     16,797       6,984,697  
T Rowe Price Group, Inc.     12,311       1,232,700  
Total Capital Markets             20,915,524  
                 
Commercial Services & Supplies (0.82%)                
Cintas Corp.     3,853       2,131,672  
Waste Management, Inc.     19,062       3,259,412  
Total Commercial Services & Supplies             5,391,084  
                 
Communications Equipment (1.96%)                
Cisco Systems, Inc.     213,255       10,317,277  
Motorola Solutions, Inc.     7,856       2,536,467  
Total Communications Equipment             12,853,744  
                 
Consumer Staples Distribution & Retail (2.56%)                
Costco Wholesale Corp.     13,327       7,899,446  

 

Security Description   Shares     Value  
Consumer Staples Distribution & Retail (continued)            
Dollar General Corp.     5,581     $ 731,781  
Target Corp.     12,329       1,649,743  
Walmart, Inc.     41,902       6,523,722  
Total Consumer Staples Distribution & Retail             16,804,692  
                 
Diversified Telecommunication Services (4.42%)                
Verizon Communications, Inc.     756,309       28,989,324  
                 
Electric Utilities (1.65%)                
NextEra Energy, Inc.     184,927       10,820,079  
                 
Electrical Equipment (0.59%)                
Eaton Corp. PLC     17,022       3,875,739  
                 
Electronic Equipment, Instruments & Components (0.68%)                
Amphenol Corp., Class A     28,316       2,576,473  
TE Connectivity, Ltd.     14,588       1,911,028  
Total Electronic Equipment, Instruments & Components             4,487,501  
                 
Financial Services (7.29%)                
Mastercard, Inc., Class A     51,816       21,443,015  
Visa, Inc., Class A     103,128       26,470,894  
Total Financial Services             47,913,909  
                 
Food Products (0.87%)                
Archer-Daniels-Midland Co.     15,126       1,115,240  
General Mills, Inc.     16,338       1,040,077  
Hershey Co.     4,328       813,318  
Mondelez International, Inc., Class A     38,852       2,760,823  
Total Food Products             5,729,458  
                 
Ground Transportation (1.78%)                
CSX Corp.     90,859       2,934,746  
Norfolk Southern Corp.     9,822       2,142,768  
Union Pacific Corp.     29,314       6,603,564  
Total Ground Transportation             11,681,078  
                 
Health Care Equipment & Supplies (2.13%)                
Abbott Laboratories     65,127       6,792,095  
Medtronic PLC     47,911       3,797,905  
Stryker Corp.     11,531       3,416,981  
Total Health Care Equipment & Supplies             14,006,981  
                 
Health Care Providers & Services (3.96%)                
Cigna Group     9,394       2,469,495  
Elevance Health, Inc.     7,799       3,739,543  
UnitedHealth Group, Inc.     35,800       19,796,325  
Total Health Care Providers & Services             26,005,363  

16 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
Hotels, Restaurants & Leisure (3.41%)            
McDonald's Corp.     47,497     $ 13,386,554  
Starbucks Corp.     69,347       6,886,157  
Yum! Brands, Inc.     16,738       2,101,456  
Total Hotels, Restaurants & Leisure             22,374,167  
                 
Household Durables (0.17%)                
Garmin, Ltd.     8,977       1,097,348  
                 
Household Products (2.18%)                
Colgate-Palmolive Co.     23,386       1,842,115  
Kimberly-Clark Corp.     9,329       1,154,277  
Procter & Gamble Co.     73,521       11,286,944  
Total Household Products             14,283,336  
                 
Industrial Conglomerates (0.96%)                
Honeywell International, Inc.     32,234       6,315,285  
                 
Insurance (2.22%)                
Aon PLC, Class A     10,946       3,595,652  
Chubb, Ltd.     21,952       5,036,447  
Marsh & McLennan Cos., Inc.     29,723       5,927,361  
Total Insurance             14,559,460  
                 
IT Services (2.08%)                
Accenture PLC, Class A     34,578       11,519,315  
Amdocs, Ltd.     5,306       444,484  
Cognizant Technology Solutions Corp., Class A     24,240       1,706,011  
Total IT Services             13,669,810  
                 
Life Sciences Tools & Services (0.97%)                
Agilent Technologies, Inc.     9,320       1,191,096  
Danaher Corp.     23,055       5,148,412  
Total Life Sciences Tools & Services             6,339,508  
                 
Machinery (3.14%)                
Caterpillar, Inc.     23,356       5,855,817  
Cummins, Inc.     6,106       1,368,721  
Deere & Co.     11,680       4,256,309  
Graco, Inc.     7,158       578,223  
IDEX Corp.     3,170       639,326  
Illinois Tool Works, Inc.     14,580       3,531,422  
Otis Worldwide Corp.     18,871       1,618,943  
PACCAR, Inc.     22,976       2,109,656  
Snap-on, Inc.     2,286       627,941  
Total Machinery             20,586,358  
                 
Media (4.34%)                
Comcast Corp., Class A     680,638       28,511,926  
                 
Multi-Utilities (0.41%)                
Public Service Enterprise Group, Inc.     43,466       2,713,582  
                 
Pharmaceuticals (8.62%)                
Bristol-Myers Squibb Co.     79,661       3,933,660  

 

Security Description   Shares     Value  
Pharmaceuticals (continued)            
Eli Lilly & Co.     32,168     $ 19,012,576  
Johnson & Johnson     92,730       14,341,622  
Merck & Co., Inc.     92,990       9,529,615  
Pfizer, Inc.     221,711       6,755,534  
Zoetis, Inc.     16,424       2,901,628  
Total Pharmaceuticals             56,474,635  
                 
Professional Services (0.98%)                
Automatic Data Processing, Inc.     19,871       4,568,740  
Paychex, Inc.     15,177       1,851,139  
Total Professional Services             6,419,879  
                 
Semiconductors & Semiconductor Equipment (5.72%)                
Analog Devices, Inc.     23,574       4,323,000  
Broadcom, Inc.     20,760       19,218,154  
QUALCOMM, Inc.     51,334       6,624,653  
Texas Instruments, Inc.     47,766       7,294,346  
Total Semiconductors & Semiconductor Equipment             37,460,153  
                 
Software (7.00%)                
Microsoft Corp.     97,460       36,928,568  
Oracle Corp.     77,196       8,970,947  
Total Software             45,899,515  
                 
Specialty Retail (5.39%)                
Home Depot, Inc.     66,526       20,855,237  
Lowe's Cos., Inc.     35,997       7,157,284  
TJX Cos., Inc.     70,113       6,177,656  
Tractor Supply Co.     6,129       1,244,248  
Total Specialty Retail             35,434,425  
                 
Technology Hardware, Storage & Peripherals (5.24%)                
Apple, Inc.     181,058       34,391,967  
                 
Textiles, Apparel & Luxury Goods (1.16%)                
NIKE, Inc., Class B     68,754       7,581,504  
                 
Tobacco (0.99%)                
Altria Group, Inc.     52,827       2,220,847  
Philip Morris International, Inc.     46,093       4,303,243  
Total Tobacco             6,524,090  
                 
Trading Companies & Distributors (0.56%)                
Fastenal Co.     26,873       1,611,574  
Watsco, Inc.     1,418       542,002  
WW Grainger, Inc.     1,972       1,550,367  
Total Trading Companies & Distributors             3,703,943  
                 
TOTAL COMMON STOCKS                
(Cost $571,460,008)             655,187,764  

17 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (0.02%)                  
State Street Institutional Treasury Plus Money Market Fund (Premier Class)     5.31 %     161,717     $ 161,717  
                         
TOTAL SHORT TERM INVESTMENTS                        
                         
(Cost $161,717)                     161,717  
                         
TOTAL INVESTMENTS (99.87%)                        
(Cost $571,621,725)                   $ 655,349,481  
OTHER ASSETS IN EXCESS OF LIABILITIES (0.13%)                     863,613  
NET ASSETS - 100.00%                   $ 656,213,094  

 

See Notes to Financial Statements.

18 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
COMMON STOCKS (99.76%)            
Automobile Components (3.22%)            
BorgWarner, Inc.     194,399     $ 6,549,303  
Gentex Corp.     200,006       6,082,182  
Total Automobile Components             12,631,485  
                 
Building Products (6.90%)                
A O Smith Corp.     92,127       6,942,691  
AAON, Inc.     46,899       2,935,877  
Owens Corning     53,995       7,320,642  
Simpson Manufacturing Co., Inc.     30,608       5,110,618  
UFP Industries, Inc.     43,247       4,741,169  
Total Building Products             27,050,997  
                 
Capital Markets (11.12%)                
Artisan Partners Asset Management, Inc., Class A     63,495       2,390,587  
Cohen & Steers, Inc.     24,240       1,417,798  
Diamond Hill Investment Group, Inc.     2,644       424,600  
Evercore, Inc., Class A     33,615       4,959,893  
Federated Hermes, Inc.     78,690       2,503,916  
Hamilton Lane, Inc., Class A     31,644       3,096,365  
Houlihan Lokey, Inc.     51,370       5,533,576  
MarketAxess Holdings, Inc.     34,009       8,166,241  
SEI Investments Co.     108,790       6,382,709  
Tradeweb Markets, Inc.     90,347       8,754,625  
Total Capital Markets             43,630,310  
                 
Commercial Services & Supplies (0.56%)            
Brady Corp., Class A     32,578       1,833,164  
Ennis, Inc.     17,764       377,130  
Total Commercial Services & Supplies             2,210,294  
                 
Communications Equipment (1.96%)                
Juniper Networks, Inc.     269,633       7,671,059  
                 
Consumer Finance (1.04%)                
FirstCash Holdings, Inc.     36,215       4,056,080  
                 
Consumer Staples Distribution & Retail (1.67%)                
Casey's General Stores, Inc.     21,762       5,993,255  
Weis Markets, Inc.     9,045       545,866  
                 
Total Consumer Staples Distribution & Retail             6,539,121  
                 
Diversified Consumer Services (1.43%)                
H&R Block, Inc.     123,436       5,606,463  
                 
Diversified Telecommunication Services (0.75%)                
Cogent Communications Holdings, Inc.     46,022       2,938,965  

 

Security Description   Shares     Value  
Electric Utilities (1.49%)                
ALLETE, Inc.     9,896     $ 549,030  
IDACORP, Inc.     8,797       848,911  
MGE Energy, Inc.     6,186       456,218  
OGE Energy Corp.     35,169       1,232,673  
Otter Tail Corp.(a)     7,088       540,885  
Pinnacle West Capital Corp.     19,880       1,489,806  
Portland General Electric Co.     17,478       717,647  
Total Electric Utilities             5,835,170  
                 
Electronic Equipment, Instruments & Components (5.02%)            
Avnet, Inc.     107,729       5,037,408  
Badger Meter, Inc.     32,553       4,797,336  
Littelfuse, Inc.     28,460       6,625,487  
Vishay Intertechnology, Inc.     144,925       3,221,683  
Total Electronic Equipment, Instruments & Components             19,681,914  
                 
Financial Services (4.58%)                
Essent Group, Ltd.     99,989       4,833,468  
MGIC Investment Corp.     273,337       4,807,998  
Radian Group, Inc.     153,615       3,949,442  
Western Union Co.     375,318       4,364,948  
Total Financial Services             17,955,856  
                 
Food Products (2.74%)                
Cal-Maine Foods, Inc.     24,210       1,160,143  
Flowers Foods, Inc.     115,659       2,406,864  
Ingredion, Inc.     37,920       3,886,420  
J & J Snack Foods Corp.     8,510       1,400,321  
Lancaster Colony Corp.     11,259       1,867,868  
Total Food Products             10,721,616  
                 
Gas Utilities (0.79%)                
Chesapeake Utilities Corp.     2,903       277,527  
National Fuel Gas Co.     15,571       790,852  
New Jersey Resources Corp.     16,906       713,433  
Northwest Natural Holding Co.     6,004       219,866  
ONE Gas, Inc.     9,492       547,024  
Spire, Inc.     8,811       537,559  
Total Gas Utilities             3,086,261  
                 
Ground Transportation (1.40%)                
Landstar System, Inc.     26,573       4,587,828  
Schneider National, Inc., Class B     39,829       917,262  
Total Ground Transportation             5,505,090  
                 
Health Care Equipment & Supplies (2.15%)                
Teleflex, Inc.     37,407       8,442,386  
                 
Health Care Providers & Services (6.96%)                
Chemed Corp.     15,426       8,746,541  
Encompass Health Corp.     110,541       7,203,957  
Patterson Cos., Inc.     205,472       5,221,044  

19 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
Health Care Providers & Services (continued)            
Premier, Inc., Class A     295,463     $ 6,083,583  
Total Health Care Providers & Services             27,255,125  
                 
Hotels, Restaurants & Leisure (3.63%)                
Choice Hotels International, Inc.     24,787       2,733,510  
Texas Roadhouse, Inc.     56,063       6,310,451  
Wyndham Hotels & Resorts, Inc.     66,928       5,176,212  
Total Hotels, Restaurants & Leisure             14,220,173  
Household Durables (0.85%)            
La-Z-Boy, Inc.     33,863       1,191,639  
MDC Holdings, Inc.     48,202       2,133,420  
Total Household Durables             3,325,059  
Household Products (0.68%)            
Reynolds Consumer Products, Inc.     30,909       811,052  
WD-40 Co.     7,696       1,861,509  
Total Household Products             2,672,561  
                 
Independent Power and Renewable                
Electricity Producers (0.56%)                
Vistra Corp.     62,300       2,206,043  
                 
Insurance (5.67%)                
AMERISAFE, Inc.     17,889       861,534  
Employers Holdings, Inc.     24,176       926,183  
Old Republic International                
Corp.     264,350       7,748,099  
Primerica, Inc.     34,630       7,255,331  
RLI Corp.     40,017       5,426,305  
Total Insurance             22,217,452  
                 
Leisure Products (2.52%)                
Acushnet Holdings Corp.     23,855       1,347,808  
Brunswick Corp.     54,486       4,297,310  
Polaris, Inc.     43,992       3,628,020  
Sturm Ruger & Co., Inc.     14,033       616,891  
Total Leisure Products             9,890,029  
                 
Machinery (8.73%)                
Donaldson Co., Inc.     90,593       5,511,678  
ITT, Inc.     60,875       6,590,936  
Lincoln Electric Holdings, Inc.     42,312       8,380,314  
Mueller Industries, Inc.     81,596       3,388,682  
Toro Co.     78,101       6,482,383  
Watts Water Technologies,                
Inc., Class A     19,845       3,820,361  
Total Machinery             34,174,354  
                 
Media (2.77%)                
New York Times Co., Class A     163,862       7,699,875  

 

Security Description   Shares     Value  
Media (continued)            
TEGNA, Inc.     206,214     $ 3,161,261  
Total Media             10,861,136  
                 
Multi-Utilities (0.87%)                
Avista Corp.     12,850       436,258  
Black Hills Corp.     11,474       591,944  
NiSource, Inc.     72,896       1,869,052  
Northwestern Energy Group, Inc.     10,254       515,879  
Total Multi-Utilities             3,413,133  
                 
Pharmaceuticals (1.15%)            
Organon & Co.     396,896       4,492,863  
                 
Professional Services (2.61%)                
Exponent, Inc.     37,068       2,852,753  
Kforce, Inc.     13,341       929,868  
Robert Half, Inc.     78,420       6,428,872  
Total Professional Services             10,211,493  
                 
Semiconductors & Semiconductor                
Equipment (1.24%)                
Power Integrations, Inc.     63,400       4,844,394  
                 
Software (2.26%)                
Dolby Laboratories, Inc., Class A     69,764       6,008,773  
InterDigital, Inc.     28,627       2,860,410  
Total Software             8,869,183  
                 
Specialty Retail (5.56%)                
Dick's Sporting Goods, Inc.     47,186       6,138,899  
Murphy USA, Inc.     15,837       5,852,563  
Williams-Sonoma, Inc.     52,181       9,786,025  
Total Specialty Retail             21,777,487  
                 
Textiles, Apparel & Luxury Goods (4.16%)                
Carter's, Inc.     30,178       2,057,838  
Columbia Sportswear Co.     28,781       2,254,416  
Ralph Lauren Corp.     31,814       4,116,095  
Steven Madden, Ltd.     57,722       2,188,818  
Tapestry, Inc.     179,447       5,683,087  
Total Textiles, Apparel & Luxury Goods             16,300,254  
                 
Tobacco (0.19%)                
Universal Corp.     13,301       748,314  
                 
Trading Companies & Distributors (1.98%)            
Applied Industrial            
Technologies, Inc.     27,484       4,399,364  
MSC Industrial Direct Co., Inc., Class A     34,400       3,351,248  
Total Trading Companies & Distributors             7,750,612  
                 
Water Utilities (0.55%)                
American States Water Co.     6,329       505,687  

20 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
Water Utilities (continued)            
Essential Utilities, Inc.     46,440     $ 1,653,729  
Total Water Utilities             2,159,416  
                 
TOTAL COMMON STOCKS                
(Cost $373,723,148)             390,952,148  

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (0.15%)                  
Money Market Fund (0.03%)                  
State Street Institutional Treasury Plus Money Market Fund (Premier Class)                  
(Cost $123,983)     5.31%       123,983     $ 123,983  
                         
Investments Purchased with Collateral from Securities Loaned (0.12%)                        
State Street Navigator Securities Lending Government Money Market Portfolio, 5.37%                        
(Cost $459,406)             459,406       459,406  
TOTAL SHORT TERM INVESTMENTS                        
                         
(Cost $583,389)                     583,389  
                         
TOTAL INVESTMENTS (99.91%)                        
                         
(Cost $374,306,537)                   $ 391,535,537  
OTHER ASSETS IN EXCESS OF LIABILITIES (0.09%)                     344,220  
NET ASSETS - 100.00%                   $ 391,879,757  

 

(a) Security, or a portion of the security position is currently on loan. The total market value of securities on loan is $459,768.

 

See Notes to Financial Statements.

21 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
COMMON STOCKS (99.96%)            
Broadline Retail (13.32%)            
Alibaba Group Holding, Ltd.,            
Sponsored ADR     17,043     $ 1,276,180  
Allegro.eu SA(a)(b)(c)     166,059       1,201,167  
Amazon.com, Inc.(a)     56,300       8,224,866  
JD.com, Inc., ADR     15,700       430,651  
MercadoLibre, Inc.(a)     1,421       2,302,674  
PDD Holdings, Inc., ADR(a)     32,049       4,725,305  
Total Broadline Retail             18,160,843  
                 
Diversified Consumer Services (1.61%)                
Duolingo, Inc.(a)     10,330       2,192,956  
                 
Entertainment (7.06%)                
Live Nation Entertainment, Inc.(a)     5,884       495,550  
NetEase, Inc., ADR     9,187       1,042,541  
Netflix, Inc.(a)     3,726       1,766,012  
Nexon Co., Ltd.     46,800       1,009,486  
ROBLOX Corp., Class A(a)     26,859       1,055,827  
Roku, Inc.(a)     10,925       1,138,385  
Spotify Technology SA(a)     7,029       1,301,138  
Take-Two Interactive Software,                
Inc.(a)     11,496       1,818,668  
Total Entertainment             9,627,607  
             
Ground Transportation (2.61%)            
Full Truck Alliance Co., Ltd.,            
ADR(a)     200,479       1,501,588  
Uber Technologies, Inc.(a)     36,662       2,067,003  
Total Ground Transportation             3,568,591  
                 
Hotels, Restaurants & Leisure (6.55%)                
Airbnb, Inc., Class A(a)     9,293       1,174,078  
Amadeus IT Group SA     12,842       878,126  
Booking Holdings, Inc.(a)     411       1,284,663  
Delivery Hero SE(a)(b)(c)     33,507       1,061,523  
DoorDash, Inc., Class A(a)     15,980       1,501,800  
Meituan, Class B(a)(b)(c)     105,317       1,221,528  
Trip.com Group, Ltd., ADR(a)     51,465       1,810,538  
Total Hotels, Restaurants & Leisure             8,932,256  
                 
Interactive Media & Services (13.51%)                
Adevinta ASA(a)     140,865       1,455,525  
Alphabet, Inc., Class A(a)     45,667       6,052,248  
Baidu, Inc., Sponsored ADR(a)     5,256       623,677  
Kuaishou Technology(a)(b)(c)     73,300       541,448  
LY Corp.     176,000       511,167  
Match Group, Inc.(a)     14,322       463,746  
Meta Platforms, Inc., Class A(a)     18,200       5,954,130  
Pinterest, Inc., Class A(a)     32,661       1,112,760  
Snap, Inc., Class A(a)     65,913       911,577  
Tencent Holdings, Ltd.     18,717       783,539  
Total Interactive Media & Services             18,409,817  

 

Security Description   Shares     Value  
IT Services (7.48%)            
Cloudflare, Inc., Class A(a)     28,181     $ 2,174,164  
MongoDB, Inc.(a)     4,647       1,931,944  
Obic Co., Ltd.     3,950       604,649  
Okta, Inc.(a)     11,986       803,661  
Shopify, Inc., Class A(a)     29,987       2,183,653  
Snowflake, Inc., Class A(a)     13,288       2,493,892  
Total IT Services             10,191,963  
Media (1.13%)                
Trade Desk, Inc., Class A(a)     21,886       1,542,088  
               
Professional Services (2.51%)                
Ceridian HCM Holding, Inc.(a)     14,807       1,020,202  
Paychex, Inc.     3,686       449,581  
Paycom Software, Inc.     5,039       915,385  
Paylocity Holding Corp.(a)     6,577       1,030,419  
Total Professional Services             3,415,587  
               
Real Estate Management & Development (0.83%)                
CoStar Group, Inc.(a)     13,652       1,133,662  
               
Software (43.35%)                
Adobe, Inc.(a)     3,867       2,362,776  
AppLovin Corp., Class A(a)     21,552       807,769  
Atlassian Corp., Class A(a)     9,155       1,748,147  
BILL Holdings, Inc.(a)     13,052       854,514  
Confluent, Inc., Class A(a)     49,799       1,056,735  
Crowdstrike Holdings, Inc., Class A(a)     11,789       2,793,875  
CyberArk Software, Ltd.(a)     8,843       1,762,145  
Datadog, Inc., Class A(a)     16,928       1,973,297  
               
DoubleVerify Holdings, Inc.(a)     45,903       1,523,980  
Dynatrace, Inc.(a)     27,947       1,496,562  
Fortinet, Inc.(a)     22,818       1,199,314  
Gitlab, Inc., Class A(a)     31,097       1,503,229  
HubSpot, Inc.(a)     2,942       1,453,142  
Intuit, Inc.     3,094       1,768,097  
Microsoft Corp.     24,207       9,172,273  
Monday.com, Ltd.(a)     9,226       1,659,204  
Nice, Ltd., ADR(a)(d)     4,047       767,918  
Open Text Corp.     27,522       1,101,123  
Oracle Corp.     14,142       1,643,442  
Palantir Technologies, Inc.,
Class A(a)
    95,445       1,913,672  
Palo Alto Networks, Inc.(a)     7,437       2,194,584  
Salesforce, Inc.(a)     6,904       1,739,118  
SAP SE     5,226       827,559  
SentinelOne, Inc., Class A(a)     94,104       1,796,445  
ServiceNow, Inc.(a)     4,355       2,986,398  
Smartsheet, Inc., Class A(a)     36,776       1,558,567  
Splunk, Inc.(a)     5,153       780,886  
Tyler Technologies, Inc.(a)     1,296       529,857  
UiPath, Inc., Class A(a)     78,004       1,541,359  
Unity Software, Inc.(a)(d)     43,726       1,290,354  
Workday, Inc., Class A(a)     6,105       1,652,746  
Xero, Ltd.(a)     20,561       1,400,006  

22 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
Software (continued)            
Zscaler, Inc.(a)     11,243     $ 2,220,830  
Total Software             59,079,923  
                 
TOTAL COMMON STOCKS                
(Cost $136,734,398)             136,255,293  

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (1.47%)                  
Money Market Fund (0.05%)                  
State Street Institutional Treasury Plus Money Market Fund (Premier Class)                  
(Cost $70,408)     5.31%       70,408     $ 70,408  
                         
Investments Purchased with Collateral from Securities Loaned (1.42%)                        
State Street Navigator Securities Lending Government Money Market Portfolio, 5.37%                        
(Cost $1,940,148)             1,940,148       1,940,148  
TOTAL SHORT TERM INVESTMENTS                        
                         
(Cost $2,010,556)                     2,010,556  
                         
TOTAL INVESTMENTS (101.43%)                        
(Cost $138,744,954)                   $ 138,265,849  
LIABILITIES IN EXCESS OF OTHER ASSETS (-1.43%)                     (1,955,560 )
NET ASSETS - 100.00%                   $ 136,310,289  

 

(a) Non-income producing security.
(b) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate market value of those securities was $4,025,666, representing 2.95% of net assets.
(c) Securities were purchased pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration. Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. As of November 30, 2023, the market value of those securities was $4,025,666, representing 2.95% of net assets.
(d) Security, or a portion of the security position is currently on loan. The total market value of securities on loan is $1,852,377.

 

See Notes to Financial Statements.

23 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
COMMON STOCKS (99.02%)            
Aerospace & Defense (1.39%)            
BAE Systems PLC     38,150     $ 505,706  
                 
Air Freight & Logistics (1.59%)                
Deutsche Post AG     12,331       577,693  
                 
Automobile Components (0.79%)                
Cie Generale des Etablissements Michelin SCA     8,579       287,710  
                 
Automobiles (3.75%)                
Bayerische Motoren Werke AG     3,562       370,623  
Stellantis NV(a)     45,911       994,580  
Total Automobiles             1,365,203  
                 
Banks (2.42%)                
HSBC Holdings PLC     116,400       882,168  
                 
Beverages (2.69%)                
Carlsberg AS     690       85,436  
Diageo PLC     18,079       630,737  
Pernod Ricard SA     1,545       266,637  
Total Beverages             982,810  
                 
Building Products (0.60%)            
Geberit AG     393       219,635  
                 
Capital Markets (1.86%)                
3i Group PLC     12,332       347,490  
Partners Group Holding AG     252       331,655  
Total Capital Markets             679,145  
                 
Construction & Engineering (2.04%)                
Vinci SA     6,074       742,473  
               
Consumer Staples Distribution & Retail (0.59%)                
Koninklijke Ahold Delhaize NV     7,493       216,626  
                 
Diversified Telecommunication Services (3.29%)                
Deutsche Telekom AG     42,600       1,018,978  
Swisscom AG     304       177,186  
Total Diversified Telecommunication                
Services             1,196,164  
                 
Electric Utilities (2.74%)                
Iberdrola SA     80,685       996,377  
                 
Electrical Equipment (6.11%)                
ABB, Ltd.     20,067       795,393  
Legrand SA     3,295       317,126  
Schneider Electric SE     6,064       1,112,999  
Total Electrical Equipment             2,225,518  

 

Security Description   Shares     Value  
Financial Services (2.06%)            
Industrivarden AB, Class C     3,680     $ 110,639  
Investor AB     30,903       640,779  
Total Financial Services             751,418  
                 
Food Products (4.58%)                
Nestle SA     14,690       1,666,611  
                 
Household Products (1.08%)                
Reckitt Benckiser Group PLC     5,745       391,505  
                 
Industrial Conglomerates (3.32%)                
Siemens AG     7,213       1,209,102  
                 
Insurance (5.34%)                
Allianz SE     4,387       1,101,167  
Zurich Insurance Group AG     1,687       843,596  
Total Insurance             1,944,763  
                 
Machinery (4.63%)                
Atlas Copco AB     49,507       763,067  
Kone Oyj, Class B     9,880       438,669  
Volvo AB     21,006       486,458  
Total Machinery             1,688,194  
                 
Marine Transportation (0.49%)                
Kuehne + Nagel International AG     618       178,689  
                 
Multi-Utilities (1.72%)                
National Grid PLC     48,252       625,910  
                 
Personal Care Products (5.18%)                
L'Oreal SA     1,918       899,917  
Unilever PLC     20,809       990,260  
Total Personal Care Products             1,890,177  
                 
Pharmaceuticals (16.77%)                
GSK PLC     36,301       650,486  
Novartis AG     14,061       1,366,760  
Novo Nordisk A/S, Class B     17,868       1,814,546  
Roche Holding AG     4,899       1,320,554  
Sanofi SA     10,237       952,274  
Total Pharmaceuticals             6,104,620  
                 
Professional Services (5.17%)                
Experian PLC     14,198       520,342  
RELX PLC     24,551       942,231  
Wolters Kluwer NV     3,035       417,242  
Total Professional Services             1,879,815  
                 
Semiconductors & Semiconductor Equipment (4.71%)                
ASML Holding NV     2,530       1,715,674  

24 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Schedule of Investments November 30, 2023

 

Security Description   Shares     Value  
Software (3.77%)            
SAP SE     8,668     $ 1,372,614  
                 
Specialty Retail (1.62%)                
Industria de Diseno Textil SA     14,322       589,748  
                 
Textiles, Apparel & Luxury Goods (6.68%)                
Hermes International SCA     322       667,413  
Kering SA     865       370,687  
LVMH Moet Hennessy Louis Vuitton SE     1,822       1,393,622  
Total Textiles, Apparel & Luxury Goods             2,431,722  
                 
Tobacco (1.38%)                
British American Tobacco PLC     15,830       502,013  
                 
Wireless Telecommunication Services (0.66%)                
Vodafone Group PLC     265,536       239,117  
                 
TOTAL COMMON STOCKS                
(Cost $34,134,423)             36,058,920  

 

    7 Day Yield     Shares     Value  
SHORT TERM INVESTMENTS (0.08%)                  
State Street Institutional Treasury Plus Money Market Fund (Premier Class)     5.31%     28,789       28,789  
                         
TOTAL SHORT TERM INVESTMENTS                        
                         
(Cost $28,789)                     28,789  
                   
TOTAL INVESTMENTS (99.10%)                  
(Cost $34,163,212)                   $ 36,087,709  
OTHER ASSETS IN EXCESS OF LIABILITIES (0.90%)                     328,128  
NET ASSETS - 100.00%                   $ 36,415,837  

 

(a) Non-income producing security.

 

See Notes to Financial Statements.

25 | November 30, 2023

 

ALPS ETF Trust

 

Statements of Assets and Liabilities November 30, 2023

 

    ALPS | O'Shares
U.S. Quality Dividend ETF
    ALPS | O'Shares
U.S. Small-Cap
Quality Dividend
ETF
   

ALPS | O'Shares
Global Internet
Giants ETF

    ALPS | O'Shares
Europe Quality 
Dividend ETF
 
ASSETS:                        
Investments, at value(a)   $ 655,349,481     $ 391,535,537     $ 138,265,849     $ 36,087,709  
Foreign Currency, at value (Cost $–, $–, $– and $5,631)                       5,615  
Dividends and foreign tax reclaims receivable     1,117,291       947,595       35,998       336,373  
Receivable for shares sold           4,527,858              
Total Assets     656,466,772       397,010,990       138,301,847       36,429,697  
                                 
LIABILITIES:                                
Payable to adviser     253,678       146,424       51,410       13,860  
Payable for investments purchased           4,525,403              
Payable for collateral upon return of securities loaned           459,406       1,940,148        
Total Liabilities     253,678       5,131,233       1,991,558       13,860  
NET ASSETS   $ 656,213,094     $ 391,879,757     $ 136,310,289     $ 36,415,837  
                                 
NET ASSETS CONSIST OF:                                
Paid-in capital   $ 630,764,285     $ 386,759,316     $ 327,715,799     $ 44,705,935  
Total distributable earnings/(accumulated losses)     25,448,809       5,120,441       (191,405,510 )     (8,290,098 )
NET ASSETS   $ 656,213,094     $ 391,879,757     $ 136,310,289     $ 36,415,837  

 

INVESTMENTS, AT COST

  $ 571,621,725     $ 374,306,537     $ 138,744,954     $ 34,163,212  
                                 
PRICING OF SHARES                                
Net Assets   $ 656,213,094     $ 391,879,757     $ 136,310,289     $ 36,415,837  
Shares of beneficial interest outstanding (Unlimited number of                                
shares authorized, par value $0.01 per share)     14,775,000       10,804,000       3,950,000       1,325,000  
Net Asset Value, offering and redemption price per share   $ 44.41     $ 36.27     $ 34.51     $ 27.48  

 

(a) Includes $-, $459,768, $1,852,377 and $- of securities on loan.

 

See Notes to Financial Statements.

26 | November 30, 2023

 

ALPS ETF Trust

 

Statements of Operations  

 

   

ALPS | O'Shares
U.S. Quality
Dividend ETF

   

ALPS | O'Shares
U.S. Small-Cap
Quality Dividend
ETF

   

ALPS | O'Shares
Global Internet
Giants ETF

   

ALPS | O'Shares
Europe Quality
Dividend ETF

 
INVESTMENT INCOME:                        
Dividends*   $ 16,021,686     $ 6,767,178     $ 256,822     $ 1,220,483  
Securities Lending Income     3       913       3,966       17  
Total Investment Income     16,021,689       6,768,091       260,788       1,220,500  
                                 
EXPENSES:                                
Investment adviser fees     3,226,683       1,284,336       668,172       185,257  
Total Expenses     3,226,683       1,284,336       668,172       185,257  
NET INVESTMENT INCOME/(LOSS)     12,795,006       5,483,755       (407,384 )     1,035,243  
                                 
REALIZED AND UNREALIZED GAIN/LOSS                                
Net realized gain/(loss) on investments(a)     23,476,172       9,694,745       (47,723,648 )     (205,862 )
Net realized gain/(loss) on foreign currency transactions                 (9,202 )     692  
Total net realized gain/(loss)     23,476,172       9,694,745       (47,732,850 )     (205,170 )
Net change in unrealized appreciation/(depreciation) on investments     (8,472,160 )     (1,765,903 )     91,319,332       4,424,719  
Net change in unrealized appreciation on translation of assets and liabilities denominated in foreign currencies                 109       13,925  
Total net change in unrealized appreciation/(depreciation)     (8,472,160 )     (1,765,903 )     91,319,441       4,438,644  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     15,004,012       7,928,842       43,586,591       4,233,474  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 27,799,018     $ 13,412,597     $ 43,179,207     $ 5,268,717  
* Net of foreign tax withholding.   $     $     $ 8,097     $ 146,712  

 

(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.

27 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Statements of Changes in Net Assets  

 

   

For the

Year Ended

November 30, 2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

For the

Year Ended

June 30, 2022

 
OPERATIONS:                  
Net investment income   $ 12,795,006     $ 6,363,668     $ 13,561,060  
Net realized gain     23,476,172       3,499,404       43,405,783  
Net change in unrealized appreciation/depreciation     (8,472,160 )     47,553,595       (83,029,339 )
Net increase/(decrease) in net assets resulting from operations     27,799,018       57,416,667       (26,062,496 )
                         
DISTRIBUTIONS TO SHAREHOLDERS:                        
From distributable earnings     (13,050,503 )     (6,308,456 )     (13,415,408 )
Total distributions     (13,050,503 )     (6,308,456 )     (13,415,408 )
                         
CAPITAL SHARE TRANSACTIONS:                        
Proceeds from sale of shares     3,278,989       6,268,102       230,032,035  
Cost of shares redeemed     (109,935,912 )     (46,483,693 )     (142,045,551 )
Net increase/(decrease) from capital share transactions     (106,656,923 )     (40,215,591 )     87,986,484  
Net increase/(decrease) in net assets     (91,908,408 )     10,892,620       48,508,580  
                         
NET ASSETS:                        
Beginning of period     748,121,502       737,228,882       688,720,302  
End of period   $ 656,213,094     $ 748,121,502     $ 737,228,882  
                         
OTHER INFORMATION:                        
CAPITAL SHARE TRANSACTIONS:                        
Beginning shares     17,300,000       18,300,000       16,400,000  
Shares sold     75,000       150,000       5,200,000  
Shares redeemed     (2,600,000 )     (1,150,000 )     (3,300,000 )
Shares outstanding, end of period     14,775,000       17,300,000       18,300,000  

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.

 

See Notes to Financial Statements.

28 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Statements of Changes in Net Assets  

 

   

For the
Year Ended
November 30, 2023

   

For the Period
July 1, 2022 to
November 30, 2022(a)

   

For the
Year Ended
June 30, 2022

 
OPERATIONS:                  
Net investment income   $ 5,483,755     $ 1,534,368     $ 2,637,053  
Net realized gain     9,694,745       669,930       14,022,562  
Net change in unrealized appreciation/depreciation     (1,765,903 )     17,488,042       (29,865,443 )
Net increase/(decrease) in net assets resulting from operations     13,412,597       19,692,340       (13,205,828 )
                         
DISTRIBUTIONS TO SHAREHOLDERS:                        
From distributable earnings     (5,299,690 )     (1,333,102 )     (2,765,428 )
Total distributions     (5,299,690 )     (1,333,102 )     (2,765,428 )
                         
CAPITAL SHARE TRANSACTIONS:                        
Proceeds from sale of shares     240,930,245       13,889,462       78,553,967  
Cost of shares redeemed     (39,107,309 )     (5,623,137 )     (56,478,862 )
Net increase from capital share transactions     201,822,936       8,266,325       22,075,105  
Net increase in net assets     209,935,843       26,625,563       6,103,849  
                         
NET ASSETS:                        
Beginning of period     181,943,914       155,318,351       149,214,502  
End of period   $ 391,879,757     $ 181,943,914     $ 155,318,351  
                         
OTHER INFORMATION:                        
CAPITAL SHARE TRANSACTIONS:                        
Beginning shares     5,154,000       4,904,000       4,254,000  
Shares sold     6,750,000       425,000       2,250,000  
Shares redeemed     (1,100,000 )     (175,000 )     (1,600,000 )
Shares outstanding, end of period     10,804,000       5,154,000       4,904,000  

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.

 

See Notes to Financial Statements.

29 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Statements of Changes in Net Assets  

 

   

For the
Year Ended
November 30, 2023

   

For the Period
July 1, 2022 to
November 30, 2022(a)

    For the
Year Ended
June 30, 2022
 
OPERATIONS:                  
Net investment loss   $ (407,384 )   $ (306,436 )   $ (1,474,256 )
Net realized loss     (47,732,850 )     (48,551,905 )     (38,677,188 )
Net change in unrealized appreciation/depreciation     91,319,441       34,370,555       (244,942,887 )
Net increase/(decrease) in net assets resulting from operations     43,179,207       (14,487,786 )     (285,094,331 )
                         
CAPITAL SHARE TRANSACTIONS:                        
Proceeds from sale of shares     811,157             5,994,386  
Cost of shares redeemed     (60,193,182 )     (42,866,222 )     (229,798,933 )
Net decrease from capital share transactions     (59,382,025 )     (42,866,222 )     (223,804,547 )
Net decrease in net assets     (16,202,818 )     (57,354,008 )     (508,898,878 )
                         
NET ASSETS:                        
Beginning of period     152,513,107       209,867,115       718,765,993  
End of period   $ 136,310,289     $ 152,513,107     $ 209,867,115  
                         
OTHER INFORMATION:                        
CAPITAL SHARE TRANSACTIONS:                        
Beginning shares     6,075,000       7,750,000       12,600,000  
Shares sold     25,000             150,000  
Shares redeemed     (2,150,000 )     (1,675,000 )     (5,000,000 )
Shares outstanding, end of period     3,950,000       6,075,000       7,750,000  

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.

 

See Notes to Financial Statements.

30 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Statements of Changes in Net Assets  

 

   

For the

Year Ended

November 30, 2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

For the

Year Ended

June 30, 2022

 
OPERATIONS:                  
Net investment income   $ 1,035,243     $ 43,643     $ 970,521  
Net realized gain/(loss)     (205,170 )     (4,897,849 )     3,196,544  
Net change in unrealized appreciation/depreciation     4,438,644       6,975,792       (14,660,540 )
Net increase/(decrease) in net assets resulting from operations     5,268,717       2,121,586       (10,493,475 )
                         
DISTRIBUTIONS TO SHAREHOLDERS:                        
From distributable earnings     (795,232 )     (284,255 )     (1,031,977 )
Total distributions     (795,232 )     (284,255 )     (1,031,977 )
                         
CAPITAL SHARE TRANSACTIONS:                        
Proceeds from sale of shares     3,889,048             43,521,283  
Cost of shares redeemed     (7,610,784 )     (6,889,121 )     (17,876,858 )
Net increase/(decrease) from capital share transactions     (3,721,736 )     (6,889,121 )     25,644,425  
Net increase/(decrease) in net assets     751,749       (5,051,790 )     14,118,973  
                         
NET ASSETS:                        
Beginning of period     35,664,088       40,715,878       26,596,905  
End of period   $ 36,415,837     $ 35,664,088     $ 40,715,878  
                         
OTHER INFORMATION:                        
CAPITAL SHARE TRANSACTIONS:                        
Beginning shares     1,475,000       1,800,000       950,000  
Shares sold     150,000             1,550,000  
Shares redeemed     (300,000 )     (325,000 )     (700,000 )
Shares outstanding, end of period     1,325,000       1,475,000       1,800,000  

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.

 

See Notes to Financial Statements.

31 | November 30, 2023

 

ALPS | O’Shares U.S. Quality Dividend ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

   

For the Year

Ended

November 30,

2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

 

For the Year

Ended

June 30, 2022

   

 

For the Year

Ended

June 30, 2021

   

 

For the Year

Ended

June 30, 2020

   

 

For the Year

Ended

June 30, 2019

 
NET ASSET VALUE, BEGINNING OF PERIOD   $ 43.24     $ 40.29     $ 42.00     $ 33.16     $ 34.13     $ 30.69  
                                                 
INCOME FROM OPERATIONS:                                                
Net investment income(b)     0.81       0.36       0.77       0.69 (c)     0.93       0.89 (c)
Net realized and unrealized gain/(loss)     1.19       2.95       (1.72 )     8.81       (0.96 )     3.44  
Total from investment operations     2.00       3.31       (0.95 )     9.50       (0.03 )     4.33  
                                                 
DISTRIBUTIONS:                                                
From net investment income     (0.83 )     (0.36 )     (0.76 )     (0.66 )     (0.94 )     (0.89 )
Total distributions     (0.83 )     (0.36 )     (0.76 )     (0.66 )     (0.94 )     (0.89 )
                                                 
NET INCREASE/(DECREASE) IN NET ASSET VALUE     1.17       2.95       (1.71 )     8.84       (0.97 )     3.44  
NET ASSET VALUE, END OF PERIOD   $ 44.41     $ 43.24     $ 40.29     $ 42.00     $ 33.16     $ 34.13  
TOTAL RETURN(d)     4.74 %     8.27 %     (2.38 )%     28.84 %     (0.12 )%     14.31 %
                                                 
RATIOS/SUPPLEMENTAL DATA:                                                
Net assets, end of period (in 000s)   $ 656,213     $ 748,122     $ 737,229     $ 688,720     $ 479,121     $ 496,574  
Ratio of expenses to average net assets     0.48 %     0.48 %(e)     0.48 %     0.48 %     0.48 %     0.48 %
Ratio of net investment income to
average net assets
    1.90 %     2.11 %(e)     1.78 %     1.81 %     2.71 %     2.76 %
Portfolio turnover rate(f)     34 %     25 %     15 %     26 %     64 %(g)     15 %

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.
(b) Based on average shares outstanding during the period.
(c) The net investment income per share excluding the impact of large, non-recurring dividends (special dividends) was $0.67 during the year ended June 30, 2021 and $0.88 during the year ended June 30, 2019.
(d) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the year and redemption at the net asset value on the last day of the year and assuming all distributions are reinvested at the reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(e) Annualized.
(f) Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.
(g) Increase in the Portfolio turnover was a result of the Index change that was effective on June 1, 2020.

 

See Notes to Financial Statements.

32 | November 30, 2023

 

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

   

For the Year

Ended

November 30,

2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

For the Year

Ended

June 30, 2022

   

For the Year Ended

June 30, 2021

   

For the Year Ended

June 30, 2020

   

For the Year Ended

June 30, 2019

 
NET ASSET VALUE, BEGINNING OF PERIOD   $ 35.30     $ 31.67     $ 35.08     $ 24.99     $ 27.45     $ 27.07  
                                                 
INCOME/(LOSS) FROM OPERATIONS:                                                
Net investment income(b)     0.73       0.31       0.59       0.64 (c)     0.64 (c)     0.58 (c)
Net realized and unrealized
gain/(loss)
    0.94       3.59       (3.38 )     9.98       (2.48 )     0.38 (d)
Total from investment
operations
    1.67       3.90       (2.79 )     10.62       (1.84 )     0.96  
                                                 
DISTRIBUTIONS:                                                
From net investment income     (0.70 )     (0.27 )     (0.62 )     (0.53 )     (0.57 )     (0.58 )
From tax return of capital                             (0.05 )      
Total distributions     (0.70 )     (0.27 )     (0.62 )     (0.53 )     (0.62 )     (0.58 )
                                                 
NET INCREASE/(DECREASE) IN NET ASSET VALUE     0.97       3.63       (3.41 )     10.09       (2.46 )     0.38  
NET ASSET VALUE, END OF PERIOD   $ 36.27     $ 35.30     $ 31.67     $ 35.08     $ 24.99     $ 27.45  
TOTAL RETURN(e)     4.82 %     12.39 %     (8.12 )%     42.79 %     (6.82 )%     3.65 %
RATIOS/SUPPLEMENTAL DATA:                                                
Net assets, end of period (in 000s)   $ 391,880     $ 181,944     $ 155,318     $ 149,215     $ 93,812     $ 97,570  
Ratio of expenses to average net assets     0.48 %     0.48 %(f)     0.48 %     0.48 %     0.48 %     0.48 %
Ratio of net investment income to average net assets     2.05 %     2.28 %(f)     1.69 %     2.08 %(g)     2.38 %(g)     2.16 %(g)
Portfolio turnover rate(h)     64 %     34 %     34 %     60 %     101 %(i)     52 %

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.
(b) Based on average shares outstanding during the period.
(c) The net investment income per share excluding the impact of large, non-recurring dividends (special dividends) was $0.57 during the year ended June 30, 2021, $0.62 during the year ended June 30, 2020 and $0.54 during the year ended June 30, 2019.
(d) The amount shown for a share outstanding throughout the period is not in accordance with the aggregate net realized and unrealized gain (loss) for that period because of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value of the investments in the Fund.
(e) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the year and redemption at the net asset value on the last day of the year and assuming all distributions are reinvested at the reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(f) Annualized.
(g) The ratio of net investment income, including waiver/reimbursement and excluding the impact of large, non-recurring dividends (special dividends) was 1.84% during the year ended June 30, 2021, 2.30% during the year ended June 30, 2020 and 2.03% during the year ended June 30, 2019.
(h) Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.
(i) Increase in the Portfolio turnover was a result of the Index change that was effective on June 1, 2020.

 

See Notes to Financial Statements.

33 | November 30, 2023

 

ALPS | O’Shares Global Internet Giants ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

   

For the Year Ended

November 30, 2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

 For the Year

Ended

June 30, 2022

   

 For the Year

Ended

June 30, 2021

   

 For the Year

Ended

June 30, 2020

   

 For the Year Ended

June 30, 2019

 
NET ASSET VALUE, BEGINNING OF PERIOD   $ 25.11     $ 27.08     $ 57.04     $ 37.85     $ 25.04     $ 24.06  
                                                 
INCOME/(LOSS) FROM OPERATIONS:                                                
Net investment loss(b)     (0.09 )     (0.04 )     (0.15 )     (0.21 )     (0.10 )     (0.06 )(c)
Net realized and unrealized gain/(loss)     9.49       (1.93 )     (29.81 )     19.40       12.91       1.04  
Total from investment operations     9.40       (1.97 )     (29.96 )     19.19       12.81       0.98  
                                                 
NET INCREASE/(DECREASE) IN NET ASSET VALUE     9.40       (1.97 )     (29.96 )     19.19       12.81       0.98  
NET ASSET VALUE, END OF PERIOD   $ 34.51     $ 25.11     $ 27.08     $ 57.04     $ 37.85     $ 25.04  
TOTAL RETURN(d)     37.44 %     (7.27 )%     (52.52 )%     50.70 %     51.16 %     4.07 %
                                                 
RATIOS/SUPPLEMENTAL DATA:                                                
Net assets, end of period (in 000s)   $ 136,310     $ 152,513     $ 209,867     $ 718,766     $ 272,512     $ 48,834  
                                                 
Ratio of expenses to average net assets     0.48 %     0.48 %(e)     0.48 %     0.48 %     0.48 %     0.48 %
Ratio of net investment loss to average net assets     (0.29 )%     (0.37 )%(e)     (0.32 )%     (0.40 )%     (0.34 )%     (0.28 )%(f)
Portfolio turnover rate(g)     51 %     22 %     51 %     48 %     38 %     55 %

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.

(b) Based on average shares outstanding during the period.

(c) The net investment loss per share excluding the impact of large, non-recurring dividends (special dividends) was $(0.07) during the year ended June 30, 2019.

(d) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the year and redemption at the net asset value on the last day of the year and assuming all distributions are reinvested at the reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(e) Annualized.
(f) The ratio of net investment loss, including waiver/reimbursement and excluding the impact of large, non-recurring dividends (special dividends) was (0.31)% during the year ended June 30, 2019.
(g) Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

See Notes to Financial Statements.

34 | November 30, 2023

 

ALPS | O’Shares Europe Quality Dividend ETF

 

Financial Highlights For a Share Outstanding Throughout the Periods Presented

 

   

For the Year

Ended

November 30, 2023

   

For the Period

July 1, 2022 to

November 30, 2022(a)

   

For the Year

Ended

June 30, 2022

   

For the Year

Ended

June 30, 2021

   

For the Year

Ended

June 30, 2020

   

For the Year

Ended

June 30, 2019

 
NET ASSET VALUE, BEGINNING OF PERIOD   $ 24.18     $ 22.62     $ 28.00     $ 22.28     $ 24.28     $ 23.94  
                                                 
INCOME/(LOSS) FROM OPERATIONS:                                                
Net investment income(b)     0.71       0.03       0.58       0.55 (c)     0.64 (c)     0.76 (c)
Net realized and unrealized gain/(loss)     3.13       1.71       (5.33 )     5.97       (1.95 )     0.44  
Total from investment operations     3.84       1.74       (4.75 )     6.52       (1.31 )     1.20  
                                                 
DISTRIBUTIONS:                                                
From net investment income     (0.54 )     (0.18 )     (0.63 )     (0.80 )     (0.69 )     (0.86 )
Total distributions     (0.54 )     (0.18 )     (0.63 )     (0.80 )     (0.69 )     (0.86 )
                                                 
NET INCREASE/(DECREASE) IN NET                                                
ASSET VALUE     3.30       1.56       (5.38 )     5.72       (2.00 )     0.34  
NET ASSET VALUE, END OF PERIOD   $ 27.48     $ 24.18     $ 22.62     $ 28.00     $ 22.28     $ 24.28  
TOTAL RETURN(d)     15.99 %     7.78 %     (17.29 )%     29.72 %     (5.44 )%     5.16 %
                                                 
RATIOS/SUPPLEMENTAL DATA:                                                
Net assets, end of period (in 000s)   $ 36,416     $ 35,664     $ 40,716     $ 26,597     $ 17,821     $ 25,498  
                                                 
Ratio of expenses to average net assets     0.48 %     0.48 %(e)     0.48 %     0.48 %     0.48 %     0.48 %
Ratio of net investment income to average net assets     2.68 %     0.29 %(e)     2.20 %     2.18 %     2.72 %     3.23 %
Portfolio turnover rate(f)     40 %     38 %     22 %     42 %     72 %(g)     35 %

 

(a) Effective November 30, 2022, the Board approved changing the fiscal year-end of the Fund from June 30 to November 30.
(b) Based on average shares outstanding during the period.
(c) The net investment income per share excluding the impact of large, non-recurring dividends (special dividends) was $0.54 during the year ended June 30, 2021, $0.63 during the year ended June 30, 2020 and $0.74 during the year ended June 30, 2019.
(d) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the year and redemption at the net asset value on the last day of the year and assuming all distributions are reinvested at the reinvestment prices. Total return calculated for a period of less than one year is not annualized.
(e) Annualized.
(f) Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.
(g) Increase in the Portfolio turnover was a result of the Index change that was effective on June 1, 2020.

 

See Notes to Financial Statements.

35 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

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, 2023, the Trust consisted of twenty-three separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the ALPS | O’Shares U.S. Quality Dividend ETF, the ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF, the ALPS | O’Shares Global Internet Giants ETF and the ALPS | O’Shares Europe Quality Dividend ETF (each a “Fund” and collectively, the “Funds”). Effective November 30, 2022, the Trust's Board of Trustees (the "Board") approved changing the fiscal year-end of the Funds from June 30 to November 30.

 

The investment objective of the ALPS | O’Shares U.S. Quality Dividend ETF is to seek investment results that track the performance (before fees and expenses) of the O’Shares U.S. Quality Dividend Index. The investment objective of the ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF is to seek investment results that track the performance (before fees and expenses) of the O’Shares U.S. Small-Cap Quality Dividend Index. The investment objective of the ALPS | O’Shares Global Internet Giants ETF is to seek investment results that track the performance (before fees and expenses) of the O’Shares Global Internet Giants Index. The investment objective of the ALPS | O’Shares Europe Quality Dividend ETF is to seek investment results that track the performance (before fees and expenses) of the O’Shares Europe Quality Dividend Index.

 

ALPS | O’Shares Global Internet Giants ETF 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. ALPS | O’Shares U.S. Quality Dividend ETF, ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF and ALPS | O’Shares Europe Quality Dividend ETF have each elected to qualify as a diversified series of the Trust under the 1940 Act. The Funds, previously part of another investment company, OSI ETF Trust, reorganized effective after the close of business on June 17, 2022.

 

Each Fund’s Shares (“Shares”) are listed on the Cboe BZX Exchange, Inc. (the “Cboe BZX”). 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.

 

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

 

Portfolio securities listed on any exchange other than the NASDAQ Stock Market LLC (“NASDAQ”) are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Portfolio securities traded in the over-the-counter market, but excluding securities traded on the NASDAQ, are valued at the last quoted sale price in such market.

 

The 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. Pursuant to Rule 2a-5 under the 1940 Act, the Board designated ALPS Advisors, Inc. (the "Adviser") as the valuation designee ("Valuation Designee") for each Fund to perform the fair value determinations relating to Fund investments. The Adviser may carry out its designated responsibilities as Valuation Designee through various teams and committees. When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued in good faith by the Valuation Designee. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; a security whose market price is not available from a pre-established primary pricing source or the pricing source is not willing to provide a price; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of a Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; or a security whose price, as provided by the pricing service, does not reflect the security’s “fair value” due to the security being de-listed from a national exchange or the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open. As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the sale on the applicable exchange or principal market. A variety of factors may be considered in determining the fair value of such securities.

36 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

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

 

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

 

Level 1 – Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;
   
Level 2 –  Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
   
Level 3 –  Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

37 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

The following is a summary of the inputs used to value the Funds’ investments as of November 30, 2023:

 

ALPS | O'Shares U.S. Quality Dividend ETF

 

Investments in Securities at Value  

Level 1 - Quoted and

Unadjusted Prices

   

Level 2 - Other Significant

Observable Inputs

   

Level 3 - Significant

Unobservable Inputs

    Total  
Common Stocks*   $ 655,187,764     $         –     $    –     $ 655,187,764  
Short Term Investments     161,717                   161,717  
Total   $ 655,349,481     $     $     $ 655,349,481  

 

ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF

 

Investments in Securities at Value  

Level 1 - Quoted and

Unadjusted Prices

   

Level 2 - Other Significant

Observable Inputs

   

Level 3 - Significant

Unobservable Inputs

    Total  
Common Stocks*   $ 390,952,148     $       –     $     $ 390,952,148  
Short Term Investments     583,389                   583,389  
Total   $ 391,535,537     $     $     $ 391,535,537  

 

ALPS | O'Shares Global Internet Giants ETF

 

Investments in Securities at Value  

Level 1 - Quoted and

Unadjusted Prices

   

Level 2 - Other Significant

Observable Inputs

   

Level 3 – Significant

Unobservable Inputs

    Total  
Common Stocks*   $ 136,255,293     $        –     $     $ 136,255,293  
Short Term Investments     2,010,556                   2,010,556  
Total   $ 138,265,849     $     $     $ 138,265,849  

 

ALPS | O'Shares Europe Quality Dividend ETF

 

Investments in Securities at Value  

Level 1 - Quoted and

Unadjusted Prices

   

Level 2 - Other Significant

Observable Inputs

   

Level 3 - Significant

Unobservable Inputs

    Total  
Common Stocks*   $ 36,058,920     $        –     $     $ 36,058,920  
Short Term Investments     28,789                   28,789  
Total   $ 36,087,709     $     $     $ 36,087,709  

 

* For a detailed sector breakdown, 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, 2023.

 

C. Foreign Investment Risk

The ALPS | O’Shares Global Internet Giants ETF and the ALPS | O’Shares Europe Quality Dividend ETF may directly purchase securities of foreign issuers. Investments in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers, including, among others, less liquidity generally, greater market volatility than U.S. securities and less complete financial information than for U.S. issuers. In addition, adverse political, economic or social developments could undermine the value of the Fund’s investments or prevent the Fund from realizing the full value of its investments. Financial reporting standards for companies based in foreign markets differ from those in the United States. Finally, the value of the currency of the country in which the Fund has invested could decline relative to the value of the U.S. dollar, which may affect the value of the investment to U.S. investors.

 

Countries with emerging markets may have relatively unstable governments and may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets. The economies of emerging markets countries also may be based on only a few industries, making them more vulnerable to changes in local or global trade conditions and more sensitive to debt burdens, inflation rates or adverse news and events.

 

Because foreign markets may be open on different days than the days during which investors may purchase the shares of each Fund, the value of each Fund's securities may change on the days when investors are not able to purchase the shares of the Funds. The value of securities denominated in foreign currencies is converted into U.S. dollars using exchange rates determined daily as of the close of regular trading on the NYSE or NASDAQ. Any use of a different rate from the rates used by the Index may adversely affect a Fund's ability to track its Index.

38 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

D. 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.

 

E. 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. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Interest income, if any, is recorded on the accrual basis, including amortization of premiums and accretion of discounts. Income received from foreign sources may result in withholding tax. Withholding taxes are accrued at the same time as the related income if the tax rate is fixed and known, unless a tax withheld is reclaimable from the local tax authorities in which case it is recorded as receivable. If the tax rate is not known or estimable, such expense or reclaim receivable is recorded when the net proceeds are received.

 

F. Dividends and Distributions to Shareholders

Dividends from net investment income, if any, are declared and paid monthly, except for ALPS | O’Shares Europe Quality Dividend ETF, which declares and pays dividends from net investment income quarterly. Distributions of net realized capital gains earned by the Funds, if any, are distributed at least annually.

 

G. Federal Tax and Tax Basis Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from

U.S. GAAP. Reclassifications are made to the Funds’ capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

 

For the fiscal year ended November 30, 2023, the following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect permanent tax differences resulting primarily from in-kind transactions:

 

Fund   Paid-in Capital    

Total Distributable

Earnings

 
ALPS | O'Shares U.S. Quality Dividend ETF   $ 25,771,221     $ (25,771,221 )
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     8,781,580       (8,781,580 )
ALPS | O'Shares Global Internet Giants ETF     (1,425,879 )     1,425,879  
ALPS | O'Shares Europe Quality Dividend ETF     619,842       (619,842 )

39 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

The tax character of the distributions paid for the fiscal year ended November 30, 2023, and fiscal years ended November 30, 2022 and June 30, 2022 were as follows:

 

    Ordinary Income     Long-Term Capital Gain     Return of Capital  
November 30, 2023                  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 13,050,503     $     –     $  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     5,299,690              
ALPS | O'Shares Global Internet Giants ETF                  
ALPS | O'Shares Europe Quality Dividend ETF     795,232              

 

    Ordinary Income     Long-Term Capital Gain     Return of Capital  
November 30, 2022                  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 6,308,456     $     –     $  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     1,333,102              
ALPS | O'Shares Global Internet Giants ETF                  
ALPS | O'Shares Europe Quality Dividend ETF     284,255              

 

    Ordinary Income     Long-Term Capital Gain     Return of Capital  
June 30, 2022                  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 13,415,408     $    –     $  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     2,765,428              
ALPS | O'Shares Global Internet Giants ETF                  
ALPS | O'Shares Europe Quality Dividend ETF     1,031,977              

 

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

 

As of November 30, 2023, the components of distributable earnings on a tax basis for each Fund were as follows:

 

   

Accumulated net

investment income

   

Accumulated net

realized gain/(loss)

on investments

   

Other accumulated

gain/(loss)

   

Net unrealized

appreciation/(depreciation)

on investments

    Total  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 423,604     $ (58,468,323 )   $     $ 83,493,528     $ 25,448,809  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     493,282       (12,565,369 )           17,192,528       5,120,441  
ALPS | O'Shares Global Internet Giants ETF           (189,046,501 )     (329,880 )     (2,029,129 )     (191,405,510 )
ALPS | O'Shares Europe Quality Dividend ETF     897,513       (10,825,529 )           1,637,918       (8,290,098 )

 

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, 2023, the following amounts are available as carry forwards to the next tax year:

 

Fund   Short-Term     Long-Term  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 11,045,741     $ 47,422,582  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     4,866,524       7,698,845  
ALPS | O'Shares Global Internet Giants ETF     96,217,310       92,829,191  
ALPS | O'Shares Europe Quality Dividend ETF     2,661,501       8,164,028  

 

The ALPS O’Shares U.S. Small-Cap Quality Dividend ETF used capital loss carryovers during the year ended November 30, 2023, in the amount of $809,419.

 

The ALPS O’Shares Global Internet Giants ETF elects to defer to the period ending November 29, 2024, late year ordinary losses in the amount of $329,880.

40 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

As of November 30, 2023, the cost of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

   

ALPS | O'Shares U.S.

Quality Dividend ETF

   

ALPS | O'Shares U.S.

Small-Cap Quality

Dividend ETF

   

ALPS | O'Shares Global

Internet Giants ETF

   

ALPS | O'Shares Europe

Quality Dividend ETF

 
Gross appreciation (excess of value over tax cost)   $ 105,534,071     $ 33,328,993     $ 19,937,945     $ 3,813,681  
Gross depreciation (excess of tax cost over value)     (22,040,543 )     (16,136,465 )     (21,966,997 )     (2,181,134 )
Net depreciation of foreign currency                 (77 )     5,371  
Net unrealized appreciation/(depreciation)   $ 83,493,528     $ 17,192,528     $ (2,029,129 )   $ 1,637,918  
Cost of investments for income tax purposes   $ 571,855,953     $ 374,343,009     $ 140,294,901     $ 34,455,162  

 

The differences between book-basis and tax basis are primarily due to the deferral of losses from wash sales and investments in Passive Foreign Investment Companies (PFICs).

 

H. Income Taxes

No provision for income taxes is included in the accompanying financial statements, as each Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Each Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Funds’ tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

 

As of and during the Funds' fiscal year ended November 30, 2023, each Fund did not have a liability for any unrecognized tax benefits. Each Fund files U.S. federal, state, and local tax returns as required. Each 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. Each Fund’s tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

I. Lending of Portfolio Securities

Effective June 20, 2022, the Funds have entered into a securities lending agreement with State Street Bank & Trust Co. (“SSB”), the Funds’ lending agent. Each Fund may lend its portfolio securities only to borrowers that are approved by SSB. Each Fund will limit such lending to not more than 33 1/3% of the value of its total assets. The Funds' securities held at SSB as custodian shall be available to be lent except those securities the Funds or ALPS Advisors, Inc. specifically identifies in writing as not being available for lending. The borrower pledges and maintains with the Funds 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, each Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the customary time period for settlement of securities transactions.

 

Any cash collateral received is reinvested in a money market fund managed by SSB as disclosed in the Fund’s Schedule of Investments and is reflected in the 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 Funds' Statements of Assets and Liabilities or the contractual maturity table below as it is held by the lending agent on behalf of the Funds, and the Funds do 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 Funds' securities lending agreement and related cash and non-cash collateral received as of November 30, 2023:

 

   

Market Value of

Securities on Loan

   

Cash

Collateral Received

   

Non-Cash

Collateral Received

   

Total

Collateral Received

 
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF   $ 459,768     $ 459,406     $    –     $ 459,406  
ALPS | O'Shares Global Internet Giants ETF   $ 1,852,377     $ 1,940,149     $     $ 1,940,149  

41 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

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 Funds benefit 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 Funds 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, 2023:

 

ALPS | O'Shares U.S. Small-Cap Quality Dividend 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   $ 459,406     $     $     $     $ 459,406  
Total Borrowings                                     459,406  
Gross amount of recognized liabilities for securities lending (collateral received)     $ 459,406  

 

ALPS | O'Shares Global Internet Giants ETF   Remaining contractual maturity of the agreements  
       
Securities Lending Transactions  

Overnight &

Continuous

    Up to 30 Days     30-90 Days    

Greater than

90 Days

    Total  
Common Stocks   $ 1,940,149     $     $     $     $ 1,940,149  
Total Borrowings                                     1,940,149  
Gross amount of recognized liabilities for securities lending (collateral received)       $ 1,940,149  

 

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

 

 

ALPS Advisors, Inc. 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. From time to time, the Adviser may waive all or a portion of its fee.

 

Fund Advisory Fee  
ALPS | O’Shares U.S. Quality Dividend ETF Average net assets up to and including $2 billion 0.48%
  Average net assets greater than $2 billion up to and including $3 billion 0.44%
  Average net assets greater than $3 billion up to and including $4 billion 0.40%
  Average net assets greater than $4 billion up to and including $5 billion 0.36%
  Average net assets greater than $5 billion 0.32%
ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF Average net assets up to and including $2 billion 0.48%
  Average net assets greater than $2 billion up to and including $3 billion 0.44%
  Average net assets greater than $3 billion up to and including $4 billion 0.40%
  Average net assets greater than $4 billion up to and including $5 billion 0.36%
  Average net assets greater than $5 billion 0.32%
ALPS | O’Shares Global Internet Giants ETF   0.48%
ALPS | O’Shares Europe Quality Dividend ETF   0.48%

 

Out of the unitary management fee, the Adviser pays substantially all expenses of each Fund, including licensing fees to the Underlying Index provider, 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.

 

Prior to June 17, 2022, O’Shares Investment Advisers, LLC (“OSI”) served as each predecessor fund’s investment adviser pursuant to an Investment Advisory Agreement with the Trust on behalf of each Fund (the “O’Shares Advisory Agreement”). Under the O’Shares Advisory Agreement, the Funds paid OSI a unitary management fee for its services payable on a monthly basis at an annual rate of 0.48%, based on the average daily net assets of each Fund. Under the O’Shares Advisory Agreement, OSI was responsible for all of the ordinary operating expenses of the Funds, except for (i) the management fee, (ii) payments under the Funds’ Rule 12b-1 plan, (iii) brokerage expenses (including any costs incidental to transactions in portfolio securities or instruments), (iv) acquired fund fees and expenses, (v) taxes, interest (including borrowing costs and dividend expenses on securities sold short and overdraft charges), litigation expenses (including litigation to which the Trust or a Fund may be a party and indemnification of the Trustees and officers with respect thereto) and (viii) other extraordinary or non-routine expenses.

42 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

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

 

Effective July 1, 2023, each Trustee receives (1) a quarterly retainer of $25,000, (2) a per meeting fee of $15,000, (3) $2,500 for any special meeting held outside of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. In addition, the Chairman of the Board receives a quarterly retainer of $5,000, the Chairman of the Audit Committee receives a quarterly retainer of $3,000, and the Chairman of the Nominating & Governance Committee receives a quarterly retainer of $2,000, each in connection with their respective roles. Prior to July 1, 2023, each Trustee received (1) a quarterly retainer of $20,000, (2) a per meeting fee of $10,000, (3) $2,500 for any special meeting held outside of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. In addition, the Chairman of the Board received a quarterly retainer of $5,000, the Chairman of the Audit Committee received a quarterly retainer of $3,000, and the Chairman of the Nominating & Governance Committee received a quarterly retainer of $2,000, each in connection with their respective roles.

 

4. PURCHASES AND SALES OF SECURITIES

 

 

For the fiscal year ended November 30, 2023, 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  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 232,021,022     $ 232,112,300  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     171,350,733       171,867,222  
ALPS | O'Shares Global Internet Giants ETF     72,273,719       72,898,266  
ALPS | O'Shares Europe Quality Dividend ETF     15,104,930       15,094,841  

 

For the fiscal year ended November 30, 2023, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

Fund   Purchases     Sales  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 3,279,543     $ 109,936,301  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     240,958,605       38,995,682  
ALPS | O'Shares Global Internet Giants ETF     761,127       59,884,172  
ALPS | O'Shares Europe Quality Dividend ETF     3,875,344       7,547,006  

 

For the fiscal year ended November 30, 2023, the in-kind net realized gains/(losses) were as follows:

 

Fund   Net Realized Gain/(Loss)  
ALPS | O'Shares U.S. Quality Dividend ETF   $ 25,816,662  
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     8,820,674  
ALPS | O'Shares Global Internet Giants ETF     (525,958 )
ALPS | O'Shares Europe Quality Dividend ETF     715,868  

 

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. CAPITAL SHARE TRANSACTIONS

 

 

Shares are created and redeemed by each Fund only in Creation Unit size aggregations of 25,000 Shares. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the 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.

43 | November 30, 2023

 

ALPS ETF Trust

 

Notes to Financial Statements November 30, 2023

 

6. RELATED PARTY TRANSACTIONS

 

 

The Funds engaged in cross trades with other funds in the Trust during the fiscal year ended November 30, 2023 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, 2023, were as follows:

 

Fund  

Purchase Cost

Paid

   

Sale Proceeds

Received

   

Realized Gain/(Loss)

on Sales

 
ALPS | O'Shares U.S. Quality Dividend ETF   $ 2,814,769     $ 3,392,830     $ (261,171 )
ALPS | O'Shares U.S. Small-Cap Quality Dividend ETF     1,485,336       8,076,597       977,280  
ALPS | O'Shares Global Internet Giants ETF           1,217,380       558,467  
ALPS | O'Shares Europe Quality Dividend ETF     607,372       632,509       127,332  

 

7. MARKET RISK

 

 

The Funds are subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters, which can negatively impact the securities markets and cause each Fund to lose value. Securities in each Fund’s portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics.

 

8. FUND REORGANIZATIONS

 

 

On February 23, 2022, the Board of Trustees of OSI ETF Trust (the “OSI ETF Board”) approved an Agreement and Plan of Reorganization with the Trust (the “Plan”) to reorganize each Predecessor Fund listed below with and into its corresponding Acquiring Fund, each a newly created series of the Trust. Shareholders of the O’Shares U.S. Quality Dividend ETF and O’Shares U.S. Small-Cap Quality Dividend ETF approved the Plan on May 18, 2022. Shareholders of the O’Shares Global Internet Giants ETF approved the Plan on June 15, 2022 and shareholders of the O’Shares Europe Quality Dividend ETF approved the Plan on June 8, 2022. The Trust acquired all of the assets of the corresponding Predecessor Funds, each a series of OSI ETF Trust, in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Predecessor Fund (the “Reorganizations”). The Reorganizations were completed after the close of business on June 17, 2022 in a tax-free exchange in which each shareholder of the Acquiring Funds received the same aggregate share and net asset value.

 

Acquiring Fund Predecessor Fund
ALPS | O’Shares U.S. Quality Dividend ETF O’Shares U.S. Quality Dividend ETF
ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF O’Shares U.S. Small-Cap Quality Dividend ETF
ALPS | O’Shares Global Internet Giants ETF O’Shares Global Internet Giants ETF
ALPS | O’Shares Europe Quality Dividend ETF O’Shares Europe Quality Dividend ETF

 

At the time of the reorganizations, each Acquiring Fund had the same ticker symbol and underlying index as its respective Predecessor Fund, was managed in accordance with the same investment objective and was subject to substantially the same investment strategies, policies and risks as the Predecessor Fund. Each Acquiring Fund is the accounting successor of the corresponding Predecessor Fund and assumed the performance and accounting history of the Predecessor Fund. As a result, the financial statements and financial highlights reflect the operations of the Predecessor Funds for periods prior to June 17, 2022.

 

Prior to the Reorganizations, the Acquiring Funds did not have any assets or liabilities. For financial reporting purposes, assets received and shares issued by the Acquiring Funds were recorded at fair value; however, the cost basis of the investments received from the Predecessor Funds were carried forward to align ongoing reporting of the Acquiring Funds realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

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Notes to Financial Statements November 30, 2023

 

9. REGULATORY UPDATE

 

 

The U.S. Securities and Exchange Commission ("SEC") adopted rule and form amendments that will change the format and content of the Funds' annual and semi-annual reports. Certain information, including the financial statements, will not appear in the Funds' new tailored shareholder reports but will be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, the Trust is evaluating the impact of these rule and form amendment changes.

 

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.

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Additional Information November 30, 2023 (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 Fund’s proxy voting policies and procedures used in determining how to vote for proxies are available without charge on the SEC’s website at www.sec.gov and upon request, by calling (toll-free) 1-866-759-5679.

 

PORTFOLIO HOLDINGS

 

 

Each 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 each Fund’s Form N-PORT are available without a charge, upon request, by contacting the Fund at 1-866-759-5679 and on the SEC’s website at https://www.sec.gov.

 

TAX INFORMATION

 

 

The Funds designate the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable, for the calendar year ended December 31, 2022:

 

  Qualified Dividend Income Dividend Received Deduction
ALPS | O’Shares U.S. Quality Dividend ETF 100% 100%
ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF 100% 100%
ALPS | O’Shares Global Internet Giants ETF 0% 0%
ALPS | O’Shares Europe Quality Dividend ETF 100% 0%

 

In early 2023, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during the calendar year 2022 via Form 1099. The Funds will notify shareholders in early 2024 of amounts paid to them by the Funds, if any, during the calendar year 2023.

 

Pursuant to Section 853 (C ) of the Internal Revenue Code, the following funds designated the following for the calendar year end December 31, 2023:

 

    Foreign Taxes Paid     Foreign Source Income  
ALPS | O'Shares Europe Quality Dividend ETF   $ 145,430     $ 1,311,246  

 

LICENSING AGREEMENTS

 

 

O’Shares Investment Advisers, LLC ( “O’Shares”) has entered into an index licensing agreement with ALPS Advisors Inc. (the “Adviser”) with respect to each of ALPS | O’Shares U.S. Quality Dividend ETF, ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF, ALPS | O’Shares Global Internet Giants ETF, and ALPS | O’Shares Europe Quality Dividend ETF (each, a “Fund”), to allow the Adviser’s use of the O'Shares U.S. Quality Dividend Index, the O'Shares U.S. Small-Cap Quality Dividend Index, the O'Shares Global Internet Giants Index, and the O'Shares Europe Quality Dividend Index (each, an “Underlying Index”). The following disclosure relates to O’Shares.

 

The Funds are not sponsored, endorsed, sold or promoted by O’Shares or its third party licensors. Neither O’Shares nor its third party licensors make any representation or warranty, express or implied, to shareholders of a Fund or any member of the public regarding the advisability of investing in securities generally or in a Fund particularly or the ability of the Underlying Index to track general stock market performance. O’Shares’ and its third party licensor’s only relationship to the Adviser and each Fund is the licensing of certain trademarks, service marks and trade names of O’Shares and/or its third party licensors and for the providing the Underlying Index. Neither O’Shares nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of a Fund or the timing of the issuance or sale of a Fund or in the determination or calculation of the equation by which a Fund is to be converted into cash. O’Shares has no obligation or liability in connection with the administration, marketing or trading of the Funds.

 

NEITHER O’SHARES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. O’SHARES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. O’SHARES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL O’SHARES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS 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.

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Additional Information November 30, 2023 (Unaudited)

 

O’Shares Investments is a registered trademark and registered service mark of O’Shares Investment, Inc. and has been licensed for use by the Adviser and the Funds.

 

The Funds are not sponsored, endorsed, sold or promoted by O’Shares, its affiliates or their third party licensors, and neither O’Shares, its affiliates nor its third party licensors make any representation regarding the advisability of investing in the Funds.

 

O’Shares has entered into an agreement with S-Network Global Indexes Inc. (“S-Network”), pursuant to which S-Network calculates each Underlying Index. The following disclosure relates to O’Shares.

 

The Funds are not sponsored, endorsed, sold or promoted by or its third party licensors. Neither S-Network nor its third party licensors make any representation or warranty, express or implied, to the owners of a Fund or any member of the public regarding the advisability of investing in securities generally or in a Fund particularly or the ability of the Underlying Index to track general stock market performance. S-Network's and its third party licensor’s only relationship to the Adviser is the licensing of certain trademarks, service marks and trade names of S-Network Global Indexes, Inc. and/or its third party licensors and for the providing of calculation and maintenance services related to the Underlying Index. Neither S-Network nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of a Fund or the timing of the issuance or sale of a Fund or in the determination or calculation of the equation by which a Fund is to be converted into cash. S-Network has no obligation or liability in connection with the administration, marketing or trading of the Funds.

 

NEITHER S-NETWORK GLOBAL INDEXES, INC. (“S-Network”), ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE CUSTOM INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S-NETWORK, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S-NETWORK MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE CUSTOM INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S-NETWORK, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS 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.

 

S-Network Global Indexes, Inc.SM, and SNGISM are registered trademarks and registered service marks of S-Network Global Indexes, Inc. “Calculated by S-Network Global Indexes, Inc.” and its related stylized mark are service marks of S-Network Global Indexes, Inc.SM, and have been licensed for use by the Adviser.

 

The Funds are not sponsored, endorsed, sold or promoted by SNGI, its affiliates or their third party licensors and neither SNGI, its affiliates nor their its third party licensors make any representation regarding the advisability of investing in a Fund.

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Board Considerations Regarding Approval of Investment Advisory Agreement

November 30, 2023 (Unaudited)

 

At its meetings held on June 5, 2023 and June 20, 2023, the Board of Trustees of the Trust (the “Board” or the “Trustees”), where each Trustee is not an “interested person” of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “Independent Trustees”), evaluated a proposal to approve the continuance of the Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser” or “AAI”) with respect to the ALPS | O’Shares U.S. Quality Dividend ETF (“OUSA”), ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF (“OUSM”), ALPS | O’Shares Global Internet Giants ETF (“OGIG”), ALPS | O’Shares Europe Quality Dividend ETF (“OEUR”) (each a “Fund” and collectively “the Funds”). In evaluating the renewal of the Investment Advisory Agreement with respect to the Funds, 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 Agreement; (ii) the advisory fees and other expenses paid by the Funds compared to those of similar funds managed by other investment advisers; (iii) the costs of the services provided to the Funds by AAI and the profits realized by AAI and its affiliates from its relationship to the Funds; (iv) the extent to which economies of scale have been or would be realized if and as the assets of the Funds grow and whether fees reflect the economies of scale for the benefit of shareholders; and (v) any additional benefits and other considerations.

 

With respect to the nature, extent and quality of the services provided by AAI under the Investment Advisory Agreement, the Board considered and reviewed information concerning the services provided under the Investment Advisory Agreement, the investment parameters of the index of 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.

 

The Board reviewed information on the performance of each Fund and its applicable benchmark for the 1-, 3-, and 5-year periods, as applicable. 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 Agreement was appropriate and that the quality of such services was satisfactory.

 

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.

 

Based on the information available to them, including the Fund-specific summaries set forth below, the Board, including the Independent Trustees, concluded that the advisory fee rate for each of the Funds 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.

 

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 sizes of the Funds (other than OUSA) and the analysis AAI had conducted to support AAI’s assertion that it was not realizing any economies of scale with respect to such Funds. 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.

 

The Board, including the Independent Trustees, also considered other potential benefits available to AAI because of its relationship with the Funds, known as fall-out benefits.

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Board Considerations Regarding Approval of Investment Advisory Agreement

November 30, 2023 (Unaudited)

 

With respect to each Fund, the Board, including the Independent Trustees, noted the following:

 

The gross management fee rate for OEUR is lower than the median of its FUSE expense group. OEUR’s net expense ratio is lower than the median of its FUSE expense group.

 

The Board, including the Independent Trustees, reviewed and noted the relatively small size of OEUR and the analysis AAI had conducted to support AAI’s assertion that it was not realizing any economies of scale with respect to OEUR.

 

The gross management fee rate for OGIG is lower than the median of its FUSE expense group. OGIG’s net expense ratio is lower than the median of its FUSE expense group.

 

The Board, including the Independent Trustees, reviewed and noted the relatively small size of OGIG and the analysis AAI had conducted to support AAI’s assertion that it was not realizing any economies of scale with respect to OGIG.

 

The gross management fee rate for OUSA is higher than the median of its FUSE expense group. OUSA’s net expense ratio is higher than the median of its FUSE expense group.

 

The Board took into account, among other things, the unique features and performance of OUSA’s underlying index, the management fee breakpoints for OUSA, and the costs and benefits of linkage to the O’Shares name.

 

With respect to AAI profitability from OUSA, the Independent Trustees noted that OUSA’s asset levels have not recovered to their historic high, and OUSA has breakpoints in its management fee.

 

The gross management fee rate for OUSM is higher than the median of its FUSE expense group. OUSM’s net expense ratio is higher than the median of its FUSE expense group.

 

The Board took into account, among other things, the unique features and performance of OUSM’s underlying index, the management fee breakpoints for OUSM, and the costs and benefits of linkage to the O’Shares name.

 

The Board, including the Independent Trustees, reviewed and noted the relatively small size of OUSM and the analysis AAI had conducted to support AAI’s assertion that it was not realizing any economies of scale with respect to OUSM.

 

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

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Trustees & Officers November 30, 2023 (Unaudited)

 

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

 

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

 

INDEPENDENT TRUSTEES

Name, Address and

Year of Birth

of Officer*

Position(s)

Held with Trust

Length of

Time Served**

Principal Occupation(s)

During Past 5 Years

Number of

Portfolios in Fund

Complex

Overseen by

Trustees***

Other Directorships

Held by Trustees

Mary K. Anstine, 1940 Trustee Since March 2008 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 38 Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (29 funds); and Reaves Utility Income Fund.
Jeremy W. Deems, 1976 Trustee Since March 2008 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co- Portfolio Manager of the AXS Green Alpha ETF. 38 Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (29 funds); and Reaves Utility Income Fund; and Clough Funds Trust (1 fund).
Rick A. Pederson, 1952 Trustee Since March 2008 Mr. Pederson is Partner, Bow River Capital Partners (private equity management), 2003 - present; Board Member, Prosci Inc. (private business services) 2013-2016; Advisory Board Member, Citywide Banks (Colorado community bank) 2014- 2017; Board Member, Strong- Bridge Consulting, 2015-2019; Board Member, IRI/ODMS Holdings LLC, 2017 – 2019; Director, National Western Stock Show (not for profit) 2010 - present; Director, History Colorado (not for profit) 2015- present; Director, Citywide Bank Advisory Board 2017-present; Trustee, Boettcher Foundation, 2018 -present. 24 Mr. Pederson is Trustee of Segall Bryant & Hamill Trust (14 funds) 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 or her successor is elected.
*** The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory services.

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Trustees & Officers November 30, 2023 (Unaudited)

 

Name, Address and

Year of Birth

of Officer*

Position(s)

Held with Trust

Length of

Time Served**

Principal Occupation(s)

During Past 5 Years

Number of

Portfolios in Fund

Complex

Overseen by

Trustees***

Other Directorships

Held by Trustees

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

 

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

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Trustees & Officers November 30, 2023 (Unaudited)

 

OFFICERS:

Name, Address and

Year of Birth of Officer*

Position(s)

Held with Trust

Length of

Time Served**

Principal Occupation(s)

During Past 5 Years

Laton Spahr,

1975

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

Matthew Sutula,

1985

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

Erich Rettinger,

1985

Treasurer Since September 2023 Mr. Rettinger is Vice President of AAI (since 2021) and serves as Treasurer of Principal Real Estate Income Fund, Liberty All- Star Equity Fund, Liberty All-Star Growth Fund, Inc., and ALPS Variable Investment Trust. From December 2021 to October 2022 he also served as Treasurer of RiverNorth Opportunities Fund, Inc. Because of his position with AAI, Mr. Rettinger is deemed an affiliate of the Fund as defined under the 1940 Act. From 2013- 2021, he served as Vice President and Fund Controller of ALPS Fund Services.

Michael P. Lawlor,

1969

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

Susan M. Cannon,

1974

Assistant Secretary Since May 2023 Ms. Cannon joined ALPS in September 2022, and is currently a Senior Paralegal of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Cannon worked for World Premier Private Partnership, Brown Brothers Harriman & Co.

 

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

 

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

52 | November 30, 2023