N-CSR 1 a10-4801_1ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-22175

 

ALPS ETF TRUST

(Exact name of registrant as specified in charter)

 

1290 Broadway, Suite 1100, Denver, Colorado

 

80203

(Address of principal executive offices)

 

(Zip code)

 

Tané T. Tyler, Esq.

ALPS ETF Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(303) 623-2577

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

January 1, 2009 – December 31, 2009

 

 



 

Item 1.  Reports to Stockholders.

 





Table of Contents

 

Shareholder Letter

December 31, 2009

 

Dear Shareholders:

 

When ALPS launched its ETF Trust in 2008 our goal was to bring innovative solutions to the ETF industry that provide investors with access to a unique market segment or strategy. The ALPS Equal Sector Weight ETF, which was launched in July 2009, is the world’s first ETF to provide access to an Equal Sector Strategy.

 

Sectors are one of the most important drivers of risk and return in a portfolio. An equal sector strategy can minimize the negative impact of any one sector on the entire portfolio. At the same time by offering meaningful exposure to each sector of the market, it allows investors the ability to participate in market rallies regardless of where they occur. We believe the consistency of the historical returns delivered by an equal sector strategy combined with its transparency(1) and simplicity make it a viable alternative for US large-cap investing.

 

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

 

 

 

 

Thomas A. Carter*

 

President, ALPS ETF Trust

 


* Registered representative of ALPS Distributors, Inc.

Ordinary brokerage commissions apply.

 

(1) ETFs are considered transparent because their portfolio holdings are disclosed daily.

 

Annual Report | December 31, 2009

 

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Table of Contents

 

Performance Overview (Unaudited)

December 31, 2009

 

INVESTMENT OBJECTIVE

 

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

 

PRIMARY INVESTMENT STRATEGIES

 

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

 

PERFORMANCE OVERVIEW

 

Since inception (7/7/09) the fund returned 25.60% while the Fund’s benchmark returned 24.97% and the S&P 500 returned 25.38% . While all sectors of the market showed positive performance in the period, the early cycle sectors performed the best. The primary drivers of performance in the Fund were the Consumer Discretionary, Materials and Technology sectors, which were up 34.1% and 33.5%, and 29.9% respectively. The worst performing sectors were the more defensive Healthcare, Consumer Staples and Utilities sectors, which were up 20.9%, 15.2% and 14.9% respectively.

 

Compared to the S&P 500 the fund benefited from its relative overweight in the Materials and Consumer Discretionary sectors and was negatively impacted by its underweight in the Technology sector and overweight in the Utilities sector. Overall, the Fund’s sector weights relative to the S&P 500 resulted in positive outperformance above the index in 5 of the 9 sectors.

 

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Table of Contents

 

PERFORMANCE as of December 31, 2009

 

 

 

 

 

 

 

Since Inception

 

 

 

1 Month

 

3 Month

 

Cumulative*

 

ALPS Equal Sector Weight ETF

 

 

 

 

 

 

 

NAV

 

2.20

%

6.19

%

25.60

%

Market Price**

 

2.27

%

6.29

%

25.93

%

Banc of America Securities

 

 

 

 

 

 

 

Merrill Lynch Equal Sector

 

 

 

 

 

 

 

Weight Index

 

2.12

%

5.75

%

24.97

%

S&P 500 Total Return Index

 

1.93

%

6.04

%

25.38

%

Total Expense Ratio (per the current Prospectus)

 

0.55

%

 

 

 

 

 

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

 


* The Fund commenced Investment Operations on July 6, 2009 with an Inception Date, the first day of trading on the Exchange, of July 7, 2009.

 

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

 

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

 

The following table shows the sector weights of both the Fund and the S&P 500 as of December 31, 2009:

 

SECTOR WEIGHTING COMPARISON as of December 31, 2009

 

 

 

EQL

 

S&P 500

 

Materials (XLB)

 

11.3

%

3.7

%

Technology (XLK)

 

11.3

 

22.9

 

Energy (XLE)

 

11.2

 

11.7

 

Consumer Discretionary (XLY)

 

11.1

 

9.5

 

Consumer Staples (XLP)

 

11.1

 

11.2

 

Financials (XLF)

 

11.1

 

14.6

 

Health Care (XLV)

 

11.0

 

11.5

 

Industrials (XLI)

 

11.0

 

10.3

 

Utilities (XLU)

 

10.9

 

3.6

 

 

Source: S&P 500.

 

4



Table of Contents

 

SECTOR ALLOCATION as of December 31, 2009

 

 

GROWTH OF $10,000 as of December 31, 2009

 

 

5



Table of Contents

 

 

Disclosure of Fund Expenses

For the Period Ended December 31, 2009 (Unaudited)

 

Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2009 and held through the period ended December 31, 2009.

 

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

 

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

 

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

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

Beginning

 

 

 

 

 

Paid During

 

 

 

Account

 

Ending

 

 

 

Period

 

 

 

Value

 

Account Value

 

Expense

 

07/01/09-

 

 

 

07/01/09

 

12/31/09

 

Ratio

 

12/31/09

 

Actual(a)

 

$

1,000.00

 

$

1,256.00

 

0.34

%

$

1.87

 

Hypothetical(b)

 

$

1,000.00

 

$

1,023.49

 

0.34

%

$

1.73

 

 


(a)                 The “Actual” example in the table above is equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days the Fund was in existence in the most recent fiscal half year (178), then divided by 365.

 

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

 

6



Table of Contents

 

Report of Independent Registered Public Accounting Firm

December 31, 2009

 

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

 

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

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.

 

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

 

 

February 24, 2010

Denver, Colorado

 

7



Table of Contents

 

 

Statement of Investments

December 31, 2009

 

Security Description

 

Shares

 

Market Value

 

EXCHANGE TRADED FUNDS (99.94%)

 

 

 

 

 

Consumer Discretionary (11.07%)

 

 

 

 

 

Consumer Discretionary Select Sector SPDR Fund

 

52,071

 

$

1,550,154

 

 

 

 

 

 

 

Consumer Staples (11.10%)

 

 

 

 

 

Consumer Staples Select Sector SPDR Fund

 

58,768

 

1,555,589

 

 

 

 

 

 

 

Energy (11.17%)

 

 

 

 

 

Energy Select Sector SPDR Fund

 

27,442

 

1,564,468

 

 

 

 

 

 

 

Financials (11.13%)

 

 

 

 

 

Financial Select Sector SPDR Fund

 

108,356

 

1,559,243

 

 

 

 

 

 

 

Healthcare (10.99%)

 

 

 

 

 

Health Care Select Sector SPDR Fund

 

49,541

 

1,539,734

 

 

 

 

 

 

 

Industrials (10.98%)

 

 

 

 

 

Industrial Select Sector SPDR Fund

 

55,346

 

1,538,065

 

 

 

 

 

 

 

Materials (11.34%)

 

 

 

 

 

Materials Select Sector SPDR Fund

 

48,132

 

1,588,357

 

 

 

 

 

 

 

Technology (11.26%)

 

 

 

 

 

Technology Select Sector SPDR Fund

 

68,984

 

1,577,664

 

 

 

 

 

 

 

Utilities (10.90%)

 

 

 

 

 

Utilities Select Sector SPDR Fund

 

49,240

 

1,526,440

 

 

 

 

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $12,528,125)

 

 

 

13,999,714

 

 

 

 

 

 

 

TOTAL INVESTMENTS (99.94%)
(Cost $12,528,125)

 

 

 

13,999,714

 

 

 

 

 

 

 

NET OTHER ASSETS AND LIABILITIES (0.06%)

 

 

 

8,513

 

 

 

 

 

 

 

NET ASSETS (100.00%)

 

 

 

$

14,008,227

 

 

See Notes to Financial Statements.

 

8



Table of Contents

 

Statement of Assets and Liabilities

December 31, 2009

 

ASSETS:

 

 

 

Investments, at value

 

$

13,999,714

 

Cash

 

12,538

 

Total Assets

 

14,012,252

 

 

 

 

 

LIABILITIES:

 

 

 

Payable to advisor

 

4,025

 

Total Liabilities

 

4,025

 

NET ASSETS

 

$

14,008,227

 

 

 

 

 

NET ASSETS CONSIST OF:

 

 

 

Paid-in capital

 

$

12,530,970

 

Undistributed net investment income

 

41

 

Accumulated net realized gain on investments

 

5,627

 

Net unrealized appreciation on investments

 

1,471,589

 

NET ASSETS

 

$

14,008,227

 

 

 

 

 

INVESTMENTS, AT COST

 

$

12,528,125

 

 

 

 

 

PRICING OF SHARES

 

 

 

Net Assets

 

$

14,008,227

 

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

 

450,000

 

Net Asset Value, offering and redemption price per share

 

$

31.13

 

 

See Notes to Financial Statements.

 

9



Table of Contents

 

 

Statement of Operations

For the Period Ended July 7, 2009 (Inception) Through December 31, 2009

 

INVESTMENT INCOME:

 

 

 

Dividends

 

$

140,472

 

Total Investment Income

 

140,472

 

 

 

 

 

EXPENSES:

 

 

 

Investment advisory fee

 

17,698

 

Total Expenses before Reimbursement

 

17,698

 

Expenses Reimbursed by:

 

 

 

Investment advisor

 

(1,435

)

NET EXPENSES

 

16,263

 

NET INVESTMENT INCOME

 

124,209

 

 

 

 

 

Net realized gain on investments

 

9,220

 

Net change in unrealized appreciation on investments

 

1,471,589

 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

 

1,480,809

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

1,605,018

 

 

See Notes to Financial Statements.

 

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Table of Contents

 

Statement of Changes in Net Assets

 

 

 

For the Period Ended

 

 

 

July 7, 2009 (Inception)

 

 

 

through

 

 

 

December 31, 2009

 

 

 

 

 

OPERATIONS:

 

 

 

Net investment income

 

$

124,209

 

Net realized gain on investments

 

9,220

 

Net change in unrealized appreciation on investments

 

1,471,589

 

Net increase in net assets resulting from operations

 

1,605,018

 

 

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

From net investment income

 

(124,168

)

From net realized gains on investments

 

(3,593

)

Total distributions

 

(127,761

)

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

Proceeds from sale of shares

 

12,530,970

 

Net increase from share transactions

 

12,530,970

 

Net increase in net assets

 

14,008,227

 

 

 

 

 

NET ASSETS:

 

 

 

Beginning of period

 

 

End of period*

 

$

14,008,227

 

 


*Including undistributed net investment income of:

 

$

41

 

 

 

 

 

OTHER INFORMATION:

 

 

 

SHARE TRANSACTIONS:

 

 

 

Beginning shares

 

 

Sold

 

450,000

 

Shares outstanding, end of period

 

450,000

 

 

See Notes to Financial Statements.

 

11



Table of Contents

 

 

Financial Highlights

For a share outstanding throughout the period presented.

 

 

 

For the Period Ended

 

 

 

July 7, 2009 (Inception)

 

 

 

through

 

 

 

December 31, 2009

 

 

 

 

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

25.04

 

 

 

 

 

INCOME FROM OPERATIONS:

 

 

 

Net investment income

 

0.31

 

Net realized and unrealized gain on investments

 

6.10

 

Total from Investment Operations

 

6.41

 

 

 

 

 

LESS DISTRIBUTIONS:

 

 

 

From net investment income

 

(0.31

)

From capital gains

 

(0.01

)

Total distributions

 

(0.32

)

NET INCREASE IN NET ASSET VALUE

 

6.09

 

NET ASSET VALUE, END OF PERIOD

 

$

31.13

 

TOTAL RETURN(a)

 

25.60

%

 

 

 

 

RATIOS/ SUPPLEMENTAL DATA:

 

 

 

Net assets, end of period (in 000s)

 

$

14,008

 

 

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

Net investment income including reimbursement/waiver

 

2.60

%(b)

Net investment income excluding reimbursement/waiver

 

2.57

%(b)

Operating expenses including reimbursement/waiver

 

0.34

%(b)

Operating expenses excluding reimbursement/waiver

 

0.37

%(b)

PORTFOLIO TURNOVER RATE(c)

 

4

%

 


(a)       Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period. The return presented does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return calculated for a period of less than one year is not annualized.

 

(b)       Annualized.

 

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

 

See Notes to Financial Statements.

 

12



Table of Contents

 

Notes to Financial Statements

December 31, 2009

 

1. ORGANIZATION

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of the year end, the Trust consists of five separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the ALPS Equal Sector Weight ETF (the “Fund”), which commenced Investment operations on July 6, 2009 and began trading on the exchange on July 7, 2009.

 

The Fund’s Shares are listed on the NYSE Arca. Unlike conventional mutual funds, the Fund issues and redeems Shares on a continuous basis, at NAV, only in large specified blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Banc of America Securities Merrill Lynch Equal Sector Weight Index.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

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

 

A. Portfolio Valuation

 

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

 

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures

 

13



Table of Contents

 

 

Notes to Financial Statements

December 31, 2009

 

adopted by the Trust’s Board of Trustees. Portfolio securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“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 asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Short-term investments that mature in less than 60 days are valued at amortized cost.

 

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. 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 pricing source; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, does not reflect the security’s “fair value.” As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

 

Valuing the Fund’s securities using fair value pricing will result in using prices for those securities that may differ from current market valuations. Use of fair value prices and certain market valuations could result in a difference between the prices used to calculate a Fund’s NAV and the prices used by the Index, which, in turn, could result in a difference between a Fund’s performance and the performance of the Index. No securities were valued using the Fund’s fair value procedures at December 31, 2009.

 

B. Securities Transactions and Investment Income

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

 

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Table of Contents

 

Notes to Financial Statements

December 31, 2009

 

C. Federal Tax Information

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

 

For the year ended December 31, 2009, there were no permanent book and tax differences.

 

D. Dividends and Distributions to Shareholders

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

 

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

 

The tax character of the distributions paid was as follows:

 

 

 

Period Ended
December 31, 2009

 

Distributions paid from:

 

 

 

Ordinary Income

 

$

127,761

 

Total

 

$

127,761

 

 

As of December 31, 2009, the components of distributable earnings on a tax basis for the Fund were as follows:

 

Undistributed net investment income

 

$

5,753

 

Net unrealized appreciation on investments

 

1,471,504

 

Total

 

$

1,477,257

 

 

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

 

15



Table of Contents

 

 

Notes to Financial Statements

December 31, 2009

 

E. Income Taxes

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

 

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

 

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

 

F. Fair Value Measurements

A three-tier hierarchy has been established to measure fair value based on the extent of use of “observable inputs” as compared to “unobservable inputs” for disclosure purposes and requires additional disclosures about these valuations measurements. Inputs refer broadly to the assumptions that market participants would use in pricing a security. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the security developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the security developed based on the best information available in the circumstances.

 

The three-tier hierarchy is summarized as follows:

 

Level 1 - quoted prices in active markets for identical securities

 

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

16



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Notes to Financial Statements

December 31, 2009

 

ALPS EQUAL SECTOR WEIGHT ETF

Assets:

 

Investments in
Securities at
Value

 

Level 1 -
Quoted Prices

 

Level 2 -
Other
Significant
Observable
Inputs

 

Level 3 -
Significant
Unobservable
Inputs

 

Total

 

Exchange Traded Funds

 

$

13,999,714

 

$

 

$

 

$

13,999,714

 

TOTAL

 

$

13,999,714

 

$

 

$

 

$

13,999,714

 

 

All securities of the Fund were valued using Level 1 inputs for the year ended December 31, 2009. Thus a reconciliation of assets in which significant unobservable inputs (Level 3) were used is not applicable for this Fund.

 

In April 2009, FASB issued “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which provides additional guidance for estimating fair value in accordance with Fair Value Measurements when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. Additionally, it amends the Fair Value Measurement Standard by expanding disclosure requirements for reporting entities surrounding the major categories of assets and liabilities carried at fair value. The required disclosures have been incorporated into the summary of inputs tables above. Applying this guidance did not have a material impact on the Fund’s financial statements.

 

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

 

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

 

17



Table of Contents

 

 

Notes to Financial Statements

December 31, 2009

 

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

 

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

 

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

 

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

 

4. PURCHASES AND SALES OF SECURITIES

 

For the year ended December 31, 2009, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:

 

 

 

Purchases

 

Sales

 

ALPS Equal Sector Weight ETF

 

$

453,255

 

$

467,144

 

 

For the year ended December 31, 2009, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

 

 

Purchases

 

Sales

 

ALPS Equal Sector Weight ETF

 

$

12,532,794

 

$

 

 

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

 

18



Table of Contents

 

Notes to Financial Statements

December 31, 2009

 

As of December 31, 2009, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

Gross Appreciation (excess of value over tax cost)

 

$

1,471,504

 

Net Unrealized Appreciation

 

1,471,504

 

Cost of investments for income tax purposes

 

12,528,210

 

 

5. CAPITAL SHARE TRANSACTIONS

 

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

 

6. INDEMNIFICATIONS

 

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

 

7. SUBSEQUENT EVENTS

 

Management has evaluated whether any events or transactions occurred subsequent to December 31, 2009 through February 24, 2010, the date of issuance of the Fund’s financial statements, and determined that there were no material events or transactions that would require recognition or disclosure in the Funds’ financial statements.

 

19



Table of Contents

 

 

Additional Information (Unaudited)

December 31, 2009

 

PROXY VOTING POLICIES AND PROCEDURES

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio securities during the period ending June 30, 2010 will be available (1) without charge, upon request, by calling (866) 513-5856; (2) on the Trust’s website located at http://www.alpsetfs.com; and (3) on the SEC’s website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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

 

TAX INFORMATION

 

Tax Designations

 

The Fund designates the following amounts for the fiscal year ended December 31, 2009:

 

Qualified Dividend Income

 

85.32

%

Corporate Dividends Received Deduction

 

83.89

%

 

20



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Intentionally Left Blank

 



Table of Contents

 

 

Trustees & Officers (Unaudited)

December 31, 2009

 

INDEPENDENT TRUSTEES

 

Name, Address
and Age of
Management
Trustee*

 

Position(s)
Held

with Trust

 

Term of Office
and Length of
Time Served**

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen
by
Trustees***

 

Other
Directorships
Held by Trustees

Mary K. Anstine,
age 69

 

Trustee

 

Since March 2008

 

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

 

19

 

Ms. Anstine is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (7 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

 

 

 

 

 

 

 

 

 

 

 

Jeremy W. Deems,
age 33

 

Trustee

 

Since March 2008

 

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

 

14

 

Mr. Deems is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Trust (7 funds); and Reaves Utility Income Fund.

 

22



Table of Contents

 

Name, Address
and Age of
Management
Trustee*

 

Position(s)
Held
with Trust

 

Term of Office
and Length of
Time Served**

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen
by
Trustees***

 

Other
Directorships
Held by Trustees

Rick A. Pederson,
age 57

 

Trustee

 

Since March 2008

 

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

 

9

 

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

 


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

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

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

 

23



Table of Contents

 

INTERESTED TRUSTEE

 

Name, Address
and Age of
Management
Trustee*

 

Position(s)
Held

with Trust

 

Term of Office
and Length of
Time Served**

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen
by
Trustees***

 

Other
Directorships
Held by Trustees

Thomas A. Carter,
age 43

 

Trustee and President

 

Since March 2008

 

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

 

14

 

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

 


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

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

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

 

24



Table of Contents

 

OFFICERS

 

Name, Address
and Age of
Executive Officer*

 

Position(s)
Held
with Trust

 

Length of
Time Served**

 

Principal Occupation(s) During Past 5 Years

Melanie Zimdars,
age 33

 

Chief Compliance Officer (“CCO”)

 

Since December 2009

 

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

 

 

 

 

 

 

 

Kimberly R. Storms,
age 37

 

Treasurer

 

Since March 2008

 

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

 

 

 

 

 

 

 

William Parmentier,
age 57

 

Vice President

 

Since March 2008

 

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

 

 

 

 

 

 

 

Tané T. Tyler,
age 44

 

Secretary

 

Since December 2008

 

Ms. Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms. Tyler joined ALPS in 2004. She served as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund from December 2006-2008; Secretary, Reaves Utility Income Fund from December 2004—2007; Secretary, Westcore Funds from February 2005—2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004—December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003.

 

25



Table of Contents

 

Name, Address
and Age of
Executive Officer*

 

Position(s)
Held
with Trust

 

Length of
Time Served**

 

Principal Occupation(s) During Past 5 Years

Monette R. Nickels,
age 38

 

Tax Officer

 

Since December 2009

 

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

 


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

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

 

26



Table of Contents

 

Board Considerations Regarding Approval of
Investment Advisory Agreement

 

At an in-person meeting held on March 9, 2009, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act, as amended (the “Independent Trustees”), evaluated a proposal to approve the Advisory Agreement between the Trust and the Investment Adviser with respect to the Funds. The Independent Trustees also met separately with their independent legal counsel to consider the Advisory Agreement.

 

In evaluating the Advisory Agreement, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Investment Adviser with respect to the Fund under the Advisory Agreement, (ii) costs to the Investment Adviser of its services; and (iii) the extent to which economies of scale would be realized if and as the Fund grows and whether the fee level in the Advisory Agreement reflects these economies of scale.

 

The Board of Trustees, including a majority of the independent trustees, determined that approval of the Advisory Agreement was in the best interests of the Fund. The Board of Trustees, including the independent trustees, did not identify any single factor or group of factors as all important or controlling and considered all factors together.  In evaluating whether to approve the Advisory Agreement for the Fund, the Board considered numerous factors, as described below.

 

With respect to the nature, extent and quality of the services to be provided by the Adviser under the Advisory Agreement, the Board considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for the Fund, financial information regarding the Adviser and its parent company, information describing the Adviser’s current organization and the background and experience of the persons who would be responsible for the day-to-day management of the Fund, the anticipated financial support of the Fund and the nature and quality of services provided to other exchange-traded (“ETFs”), open-end and closed-end funds by the Adviser. Based upon their review, the Board concluded that the Adviser was qualified to manage the Fund and oversee the services to be provided by other service providers and that the services to be provided by the Adviser to the Fund are expected to be satisfactory.

 

With respect to the costs of services to be provided and profits to be realized by the Adviser, the Board considered the resources involved in managing the Fund as well as the fact that the Adviser had agreed to pay all of the Fund’s expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) out of the unitary advisory fee. The Board noted that because the Fund is newly organized, the Adviser

 

27



Table of Contents

 

represented that profitability information was not yet determinable. However, based upon the impact of the unitary advisory fee for the Fund, the Board concluded that profitability was not expected to be unreasonable.

 

The Board also reviewed information provided by the Adviser showing the proposed advisory fees for the Fund as compared to those of a peer group of ETFs compiled using Lipper comparative fee data. The Board noted the services to be provided by the Adviser for the annual advisory fee of 0.37% of the Fund’s average daily net assets. The Board also considered that the advisory fee was a unitary one and that, as set forth above, the Adviser had agreed to pay all of the Fund’s expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) out of the unitary fee. The Board considered that, taking into account the impact of the Fund’s unitary advisory fee, the Fund’s expense ratios were expected to be within range of the expense ratios of the peer group of ETFs provided by the Adviser. The Board concluded that the Fund’s advisory fee was reasonable given the nature, extent and anticipated quality of the services to be provided under the Investment Adviser Agreement and the expense limitation by operation of the unitary advisory fee.

 

The Board considered the extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of Fund investors. Because the Fund is newly organized, the Board reviewed the Fund’s proposed unitary advisory fee and anticipated expenses, and determined to review economies of scale in the future when the Fund had attracted assets.

 

The Board considered benefits to be derived by the Adviser from its relationship with the Fund. The Board concluded that the advisory fees were reasonable, taking into account these benefits.

 

28




Table of Contents

 

 

ALPS ETF Trust ANNUAL REPORT

December 31, 2009

 



Table of Contents

 

TABLE OF CONTENTS

 

Shareholder Letter

 

2

 

 

 

 

 

Performance Overview

 

3

 

 

 

 

 

Disclosure of Fund Expenses

 

6

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

7

 

 

 

 

 

Financial Statements

 

 

 

 

 

 

 

Schedule of Investments

 

8

 

 

 

 

 

Statement of Assets and Liabilities

 

11

 

 

 

 

 

Statement of Operations

 

12

 

 

 

 

 

Statements of Changes in Net Assets

 

13

 

 

 

 

 

Financial Highlights

 

14

 

 

 

 

 

Notes to Financial Statements

 

15

 

 

 

 

 

Additional Information

 

22

 

 

 

 

 

Trustees and Officers

 

23

 

 

 

 

 

Board Considerations Regarding Continuation of Investment Advisory Agreement

 

28

 

 

Annual  |  December 31, 2009

 

1



Table of Contents

 

 

SHAREHOLDER LETTER

 

Dear Shareholders:

 

When ALPS launched its ETF Trust in 2008 our goal was to bring innovative solutions to the ETF industry that provide investors with access to a unique market segment or strategy. Our first portfolio — the Cohen & Steers Global Realty Majors ETF — is one of the first ETFs to provide investors with access to a diversified portfolio of global real estate securities. US real estate, while already a mainstream asset class, only covers 1/3 of the global real estate universe. Furthermore, the global market is growing at a rapid pace as foreign countries continue to securitize their private real estate holdings. As a result, a global real estate fund can provide investors with a wider range of opportunities than a purely domestic fund while preserving the diversification and income benefits of US REITs.

 

By partnering with Cohen & Steers, we have secured a best in breed real estate manager with a great track record and reputation. Furthermore, the transparency,(1) low cost and tax efficiency of the ETF structure provides access to global real estate in a very efficient manner. We believe access to global real estate, the benefits of the ETF structure, and the expertise of Cohen & Steers make for a powerful investment combination that will allow investors to build better portfolios.

 

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

 

 

Thomas A. Carter*

President, ALPS ETF Trust

 


* Registered representative of ALPS Distributors, Inc.

Ordinary brokerage commissions apply.

 

(1)  ETFs are considered transparent because their portfolio holdings are disclosed daily.

 

www.alpsetfs.com | 866.513.5856

 

2



Table of Contents

 

 

 

PERFORMANCE OVERVIEW

(Unaudited)

 

FUND DESCRIPTION

 

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

 

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

 

PERFORMANCE OVERVIEW

 

Global markets spent much of 2009 responding to the financial and credit market crises that began in 2008. After a challenging first two months, markets rallied, with momentum slowing in the 4th quarter. Much of the recovery that took place can be attributed to the ability of REITs to recapitalize and deleverage their balance sheets. These actions reassured investors that real estate stocks could not only meet debt maturities but could also take advantage of buying opportunities in the private market. Overall, real estate stocks posted very strong gains for the year with Asian Pacific securities leading the way up (+43.5%), followed by Europe (+40.4%) and North America (+28.0%) .

 

Hong Kong (+88.8%) and Singapore (+78.4%) were the strongest performers in Asia in 2009. Hong Kong benefited from flows from China, declining lending rates, and limited residential supply, along with an improving economic outlook. Singapore also saw an improving economic environment as well as a rebound in residential transaction volume aided by developers’ price cuts. Australia (+6.4%) and Japan (+4.1%) had much more modest returns and were slower to recover. After a very weak first half of the year, Japanese Real Estate Investment Trusts (“J-REITs”) had a sharp turn-around as bankruptcy fears started to subside. In Australia, the economic environment had changed so substantially by the end of the year that the country’s central bank reversed its monetary easing policy and raised short-term rates to 3.75% .

 

Europe real estate performance was lead by France which had the strongest gains of Europe’s major economies (+50.0%) . French real estate stocks were buoyed earlier in the year from the policy which ties rents to the cost of construction. The United Kingdom, whose real estate securities increased (+16.5%) in 2009, was primarily aided by capital raisings and improved balance sheets. The rally leveled off toward the

 

3



Table of Contents

 

middle of the year once most of the capital needs for the sector had been met and investors focused more on fundamentals, which remained weak. Property transactions for high quality real estate, however, were able to fetch attractive valuations signaling a decline in cap rates and improvement in fundamentals.

 

US real estate stocks had a total return of (+28.0%) in 2009, rebounding significantly from multi-year lows in March. Recapitalizations fueled the recovery as US public real estate companies raised $20 billion during the year. The hotel (+67.2%) and regional mall (+63.0%) sectors performed the best.  Hotels were benefited from shorter leases which allowed them to respond more quickly to a changing economic environment. Stabilization in both consumer confidence and retail sales proved to be a boost to the mall sector. The more defensive health care (+24.6%), self-storage (+8.4%) and shopping center (-1.7%) sectors lagged their more economically sensitive counterparts during 2009’s early expansion rally.

 

For the twelve months ended December 31, 2009 the Fund’s market price increased 34.01% and the Fund’s net asset value (“NAV”) increased 32.51%. Over the same time period the Fund’s benchmark was up 31.75%.

 

 

 

Six

 

One

 

Since

 

Annualized

 

Months

 

Year

 

Inception*

 

Fund Performance

 

 

 

 

 

 

 

NAV

 

30.89

%

32.51

%

-21.02

%

Market Price

 

33.53

%

34.01

%

-20.89

%

Index Performance

 

 

 

 

 

 

 

Cohen & Steers Global Realty Majors Index

 

32.63

%

33.36

%

-20.20

%

FTSE EPRA/NAREIT Global Real Estate Index

 

28.22

%

31.75

%

-23.09

%

 


*      Fund Inception 5/7/08

 

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

 

An investor cannot invest directly in an index.

 

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.alpsetfs.com.

 

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

 

4



Table of Contents

 

TOP 10 HOLDINGS as of December 31, 2009

 

Simon Property Group, Inc.

 

4.31

%

Mitsubishi Estate Co., Ltd.

 

4.11

%

Westfield Group

 

3.78

%

Sun Hung Kai Properties, Ltd.

 

3.76

%

Unibail-Rodamco

 

3.72

%

Mitsui Fudosan Co., Ltd.

 

3.54

%

Public Storage

 

2.80

%

Vornado Realty Trust

 

2.78

%

CapitaLand, Ltd.

 

2.41

%

Boston Properties, Inc.

 

2.36

%

Percent of Net Assets in Top Ten Holdings:

 

33.57

%

 

 

GEOGRAPHIC BREAKDOWN (% of Total Investments) as of December 31, 2009

 

United States

 

38.33

%

Hong Kong

 

14.90

%

Japan

 

12.85

%

Australia

 

9.36

%

United Kingdom

 

8.15

%

Singapore

 

6.06

%

France

 

5.87

%

Netherlands

 

2.23

%

Canada

 

0.81

%

Switzerland

 

0.51

%

Sweden

 

0.47

%

Belgium

 

0.46

%

 

GROWTH OF $10K as of December 31, 2009

 

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

 

 

5



Table of Contents

 

 

Disclosure of Fund Expenses

For the Period Ended December 31, 2009 (Unaudited)

 

Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2009 and held through the period ended December 31, 2009.

 

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

 

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

 

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

 

 

 

Beginning

 

Ending

 

 

 

Expenses Paid

 

 

 

Account

 

Account

 

 

 

During

 

 

 

Value

 

Value

 

Expense

 

Period(a)

 

 

 

07/01/09

 

12/31/09

 

Ratio

 

07/01/09-12/31/09

 

Actual

 

$

1,000.00

 

$

1,308.90

 

0.55

%

$

3.20

 

Hypothetical

 

$

1,000.00

 

$

1,022.43

 

0.55

%

$

2.80

 

 


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

 

6



Table of Contents

 

 

Report of Independent registered Public Accounting Firm

 

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

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Cohen & Steers Global Realty Majors ETF (the “Fund”), which is part of the ALPS ETF Trust, as of December 31, 2009, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and the period from May 7, 2008 (inception) to December 31, 2008. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Cohen & Steers Global Realty Majors ETF as of December 31, 2009, the results of its operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and the period from May 7, 2008 (inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

 

 

February 24, 2010

Denver, Colorado

 

7



Table of Contents

 

 

SCHEDULE OF INVESTMENTS

December 31, 2009

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

COMMON STOCKS (101.25%)

 

 

 

 

 

Australia (9.48%)

 

 

 

 

 

CFS Retail Property Trust

 

68,986

 

$

117,881

 

Commonwealth Property Office Fund

 

60,268

 

52,576

 

Dexus Property Group

 

162,309

 

124,077

 

Mirvac Group

 

94,988

 

134,121

 

Stockland Trust Group

 

79,773

 

283,388

 

Westfield Group

 

42,766

 

482,308

 

 

 

 

 

1,194,351

 

Belgium (0.47%)

 

 

 

 

 

Confinimmo

 

414

 

58,573

 

 

 

 

 

 

 

Canada (0.82%)

 

 

 

 

 

Boardwalk Real Estate Investment Trust

 

837

 

29,581

 

RioCan Real Estate Investment Trust

 

3,913

 

74,091

 

 

 

 

 

103,672

 

France (5.93%)

 

 

 

 

 

Fonciere des Regions

 

885

 

90,635

 

ICADE

 

661

 

63,304

 

Klepierre

 

2,942

 

119,835

 

Unibail-Rodamco

 

2,150

 

474,120

 

 

 

 

 

747,894

 

Hong Kong (15.08%)

 

 

 

 

 

China Overseas Land & Investment, Ltd.

 

128,000

 

270,723

 

Hang Lung Properties, Ltd

 

65,000

 

256,511

 

Henderson Land Development Co., Ltd.

 

33,000

 

248,541

 

Hongkong Land Holdings, Ltd.

 

39,000

 

193,050

 

The Link Real Estate Investment Trust

 

73,000

 

186,594

 

Sun Hung Kai Properties, Ltd.

 

32,000

 

479,956

 

The Wharf Holdings, Ltd.

 

46,000

 

265,474

 

 

 

 

 

1,900,849

 

Japan (13.02%)

 

 

 

 

 

Aeon Mall Co., Ltd.

 

2,600

 

50,104

 

Japan Real Estate Investment Corp.

 

14

 

102,863

 

Japan Retail Fund Investment Corp.

 

12

 

53,752

 

Mitsubishi Estate Co., Ltd.

 

33,000

 

523,915

 

Mitsui Fudosan Co., Ltd.

 

27,000

 

451,861

 

Nippon Building Fund, Inc.

 

17

 

128,922

 

Nomura Real Estate Office Fund, Inc.

 

9

 

48,724

 

Sumitomo Realty & Development Co., Ltd.

 

15,000

 

280,198

 

 

 

 

 

1,640,339

 

 

8



Table of Contents

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

Netherlands (2.26%)

 

 

 

 

 

Corio N.V.

 

2,478

 

$

169,553

 

Eurocommercial Properties N.V.

 

1,127

 

46,569

 

Wereldhave N.V.

 

722

 

69,094

 

 

 

 

 

285,216

 

Singapore (6.14%)

 

 

 

 

 

Ascendas Real Estate Investment Trust

 

47,066

 

74,423

 

CapitaLand, Ltd.

 

103,000

 

308,131

 

CapitaMall Trust

 

85,347

 

109,423

 

City Developments, Ltd.

 

20,000

 

164,678

 

Kerry Properties, Ltd.

 

23,000

 

117,165

 

 

 

 

 

773,820

 

Sweden (0.47%)

 

 

 

 

 

Castellum AB

 

5,861

 

59,512

 

 

 

 

 

 

 

Switzerland (0.52%)

 

 

 

 

 

PSP Swiss Property AG*

 

1,154

 

65,305

 

 

 

 

 

 

 

United Kingdom (8.25%)

 

 

 

 

 

British Land Co., Plc

 

28,767

 

222,981

 

Derwent London Plc

 

3,028

 

64,545

 

Great Portland Estates Plc

 

11,206

 

51,954

 

Hammerson Plc

 

23,394

 

160,178

 

Land Securities Group Plc

 

25,310

 

279,972

 

Liberty International Plc

 

14,594

 

121,371

 

Segro Plc

 

25,035

 

139,314

 

 

 

 

 

1,040,315

 

United States (38.81%)

 

 

 

 

 

Alexandria Real Estate Equities, Inc.

 

1,420

 

91,292

 

AMB Property Corp.

 

4,739

 

121,081

 

Apartment Investment and Management Co.

 

3,792

 

60,369

 

AvalonBay Communities, Inc.

 

2,590

 

212,665

 

Boston Properties, Inc.

 

4,490

 

301,144

 

BRE Properties, Inc.

 

1,712

 

56,633

 

Brookfield Properties Corp.

 

8,153

 

98,814

 

Camden Property Trust

 

2,131

 

90,290

 

Digital Realty Trust, Inc.

 

2,467

 

124,041

 

Douglas Emmett, Inc.

 

4,144

 

59,052

 

Duke Realty Corp.

 

7,257

 

88,318

 

Equity Residential

 

8,877

 

299,865

 

Essex Property Trust, Inc.

 

914

 

76,456

 

Federal Realty Investment Trust

 

1,982

 

134,221

 

 

9



Table of Contents

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

United States (continued)

 

 

 

 

 

HCP, Inc.

 

9,497

 

$

290,038

 

Host Hotels & Resorts, Inc.

 

20,001

 

233,412

 

Kimco Realty Corp.

 

13,010

 

176,025

 

Liberty Property Trust

 

3,618

 

115,812

 

The Macerich Co.

 

3,164

 

113,746

 

Mack-Cali Realty Corp.

 

2,538

 

87,739

 

ProLogis

 

15,332

 

209,895

 

Public Storage

 

4,394

 

357,891

 

Regency Centers Corp.

 

2,602

 

91,226

 

Simon Property Group, Inc.

 

6,897

 

550,380

 

SL Green Realty Corp.

 

2,490

 

125,098

 

UDR, Inc.

 

4,878

 

80,194

 

Ventas, Inc.

 

5,072

 

221,849

 

Vornado Realty Trust

 

5,078

 

355,155

 

Weingarten Realty Investors

 

3,451

 

68,295

 

 

 

 

 

4,890,996

 

TOTAL COMMON STOCKS

 

 

 

 

 

(Cost $12,373,202)

 

 

 

12,760,842

 

 

 

 

 

 

 

WARRANTS (0.01%)

 

 

 

 

 

France (0.01%)

 

 

 

 

 

Fonciere des Regions, Warrants, strike price 65.00 EUR, Expires 12/31/10*

 

775

 

655

 

 

 

 

 

 

 

TOTAL WARRANTS

 

 

 

 

 

(Cost $0)

 

 

 

655

 

 

 

 

 

 

 

TOTAL INVESTMENTS (101.26%)

 

 

 

 

 

(Cost $12,373,202)

 

 

 

12,761,497

 

 

 

 

 

 

 

NET LIABILITIES LESS OTHER ASSETS (-1.26%)

 

 

 

(158,246

)

 

 

 

 

 

 

NET ASSETS (100.00%)

 

 

 

$

12,603,251

 

 


* Non-income  producing security.

 

Common Abbreviations:

AB -

Aktiebolag is the Swedish equivalent of the term corporation.

AG -

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

EUR -

Euro

Ltd. -

Limited

N.V. -

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

Plc -

Public Limited Co.

 

See Notes to Financial Statements.

 

10



Table of Contents

 

 

 

STATEMENT OF ASSETS & LIABILITIES

 

December 31, 2009

 

ASSETS:

 

 

 

Investments, at value

 

$

12,761,497

 

Cash

 

18,474

 

Foreign currency, at value (Cost $22,658)

 

22,039

 

Receivable for investments sold

 

156,128

 

Receivable for shares sold

 

1,568,393

 

Foreign tax reclaims

 

2,422

 

Interest and dividends receivable

 

45,138

 

Total Assets

 

14,574,091

 

 

 

 

 

LIABILITIES:

 

 

 

Distributions payable

 

364,000

 

Payable for investments purchased

 

1,601,596

 

Payable to advisor

 

5,244

 

Total Liabilities

 

1,970,840

 

NET ASSETS

 

$

12,603,251

 

 

 

 

 

NET ASSETS CONSIST OF:

 

 

 

Paid-in capital

 

$

13,920,377

 

Overdistributed net investment income

 

(294,951

)

Accumulated net realized loss on investments and foreign currency transactions

 

(1,410,212

)

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

 

388,037

 

NET ASSETS

 

$

12,603,251

 

 

 

 

 

INVESTMENTS, AT COST

 

$

12,373,202

 

 

 

 

 

PRICING OF SHARES

 

 

 

Net Assets

 

$

12,603,251

 

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

 

402,000

 

Net Asset Value, offering and redemption price per share

 

$

31.35

 

 

See Notes to Financial Statements.

 

11



Table of Contents

 

 

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2009

 

INVESTMENT INCOME:

 

 

 

Dividends(a)

 

$

248,261

 

Total Investment Income

 

248,261

 

 

 

 

 

EXPENSES:

 

 

 

Investment advisory fee

 

36,031

 

Total Net Expenses

 

36,031

 

NET INVESTMENT INCOME

 

212,230

 

 

 

 

 

Net realized loss on investments

 

(1,180,517

)

Net realized gain on foreign currency transactions

 

4,745

 

Net change in unrealized appreciation on investments

 

2,833,445

 

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

 

(1,351

)

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

 

1,656,322

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

1,868,552

 

 


(a)  Net of foreign withholding tax of $15,715.

 

See Notes to Financial Statements.

 

12



Table of Contents

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

 

 

For the Period

 

 

 

For the

 

May 7, 2008

 

 

 

Year Ended

 

(Inception) through

 

 

 

December 31, 2009

 

December 31, 2008

 

OPERATIONS:

 

 

 

 

 

Net investment income

 

$

212,230

 

$

93,943

 

Net realized loss on investments and foreign currency transactions

 

(1,175,772

)

(232,654

)

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

 

2,832,094

 

(2,444,057

)

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

 

1,868,552

 

(2,582,768

)

 

 

 

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

 

 

From net investment income

 

(504,174

)

(98,737

)

Total distributions

 

(504,174

)

(98,737

)

 

 

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

 

 

Proceeds from sale of shares

 

6,176,164

 

7,644,214

 

Net increase from share transactions

 

6,176,164

 

7,644,214

 

Net increase in net assets

 

7,540,542

 

4,962,709

 

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

Beginning of period

 

5,062,709

 

100,000

 

End of period*

 

$

12,603,251

 

$

5,062,709

 

 


*Including overdistributed net investment income of:

 

$

(294,951

)

$

(8,130

)

 

 

 

 

 

 

Other Information:

 

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

 

 

Beginning shares

 

202,000

 

2,000

 

Sold

 

200,000

 

200,000

 

Shares outstanding, end of period

 

402,000

 

202,000

 

 

See Notes to Financial Statements.

 

13



Table of Contents

 

 

FINANCIAL HIGHLIGHTS

For the Shares Outstanding For the Period Presented

 

 

 

 

 

For the Period

 

 

 

For the

 

May 7, 2008

 

 

 

Year Ended

 

(Inception) through

 

 

 

December 31, 2009

 

December 31, 2008

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

25.06

 

$

50.00

 

 

 

 

 

 

 

INCOME/(LOSS) FROM OPERATIONS:

 

 

 

 

 

Net investment income

 

0.98

 

0.47

 

Net realized and unrealized gain/(loss) on investments

 

7.00

 

(24.92

)

Total from Investment Operations

 

7.98

 

(24.45

)

 

 

 

 

 

 

LESS DISTRIBUTIONS:

 

 

 

 

 

From net investment income

 

(1.69

)

(0.49

)

Total Distributions

 

(1.69

)

(0.49

)

NET INCREASE/(DECREASE) IN NET ASSET VALUE

 

6.29

 

(24.94

)

NET ASSET VALUE, END OF PERIOD

 

$

31.35

 

$

25.06

 

TOTAL RETURN(a)

 

32.51

%

(48.90

)%

 

 

 

 

 

 

RATIOS/ SUPPLEMENTAL DATA:

 

 

 

 

 

Net assets, end of period (in 000s)

 

$

12,603

 

$

5,063

 

 

 

 

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

 

 

Net investment income including reimbursement/waiver

 

3.24

%

3.49

%(b)

Operating expenses including reimbursement/waiver

 

0.55

%

0.55

%(b)

Operating expenses excluding reimbursement/waiver

 

0.55

%

0.55

%(b)

PORTFOLIO TURNOVER RATE(c)

 

18

%

18

%

 


(a)       Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period. The return presented does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return calculated for a period of less than one year is not annualized.

(b)       Annualized.

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

 

See Notes to Financial Statements.

 

14



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

1. ORGANIZATION

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of the year end, the Trust consists of five separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the Cohen & Steers Global Realty Majors ETF (the “Fund”), which commenced operations on May 7, 2008.

 

The Fund’s Shares are listed on the NYSE Arca. Unlike conventional mutual funds, the Fund issues and redeems Shares on a continuous basis, at NAV, only in large specified blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Cohen & Steers Global Realty Majors Index.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

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

 

A. Portfolio Valuation

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

 

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees. Portfolio securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“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 asked prices on such day. Securities traded on the NASDAQ are valued at

 

15



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

the NASDAQ Official Closing Price as determined by NASDAQ. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Portfolio securities traded in the over-the-counter market, but excluding securities traded on the NASDAQ, are valued at the closing bid prices. Short-term investments that mature in less than 60 days are valued at amortized cost.

 

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. 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 pricing source; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, does not reflect the security’s “fair value.” As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

 

Valuing the Fund’s securities using fair value pricing will result in using prices for those securities that may differ from current market valuations. Use of fair value prices and certain market valuations could result in a difference between the prices used to calculate a Fund’s NAV and the prices used by the Index, which, in turn, could result in a difference between a Fund’s performance and the performance of the Index.

 

B. Foreign Currency Translation and Foreign Investments

The Fund invests in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. corporations. The accounting records of the Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Amounts related to the purchases and sales of securities and investment income are translated into U.S. dollars at the prevailing exchange rate on the respective dates of transactions. The effects of changes in foreign currency exchange rates on portfolio investments are included in the net realized and unrealized gains and losses on investments. Net gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

 

C. Securities Transactions and Investment Income

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

 

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Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

D. Federal Tax Information

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

 

For the year ended December 31, 2009, permanent book and tax differences resulting primarily from differing treatment of foreign currency were identified and reclassified among the components of the Fund’s net assets as follows:

 

Accumulated Net

 

Accumulated Net

 

 

 

Investment Income

 

Realized Gain/(Loss)

 

Paid-In Capital

 

$

5,123

 

$

(5,122

)

$

(1

)

 

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

 

At December 31, 2009, the Fund had available for tax purposes unused capital loss carryforwards as follows:

 

Year of Expiration

 

 

 

2016

 

2017

 

Total

 

$

176,692

 

$

809,982

 

$

986,674

 

 

The Fund intends to defer to its fiscal year ending December 31, 2010 approximately $165,900 of losses recognized during the period from November 1, 2009 to December 31, 2009.

 

E. Dividends and Distributions to Shareholders

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

 

Distributions from income and capital gains are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund.

 

The tax character of the distributions paid was as follows:

 

 

 

Period Ended

 

Period Ended

 

 

 

December 31, 2009

 

December 31, 2008

 

Distributions paid from:

 

 

 

 

 

Ordinary income

 

$

504,174

 

$

98,737

 

Total

 

$

504,174

 

$

98,737

 

 

17



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

As of December 31, 2009, the components of distributable earnings on a tax basis for the Fund were as follows:

 

Undistributed net investment income

 

$

205,436

 

Accumulated net realized loss on investments and foreign currency transactions

 

(1,152,574

)

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

 

(373,034

)

Other Cumulative Effect of Timing Differences

 

3,046

 

Total

 

$

(1,317,126

)

 

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

 

F. Income Taxes

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

 

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

 

Management of the Fund analyzes all open tax years, as defined by the Statute of Limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the fiscal year ended December 31, 2009, the Fund did not have a liability for any unrecognized tax benefits. The Fund files income tax returns in the U.S. federal jurisdiction and Colorado. For the years ended December 31, 2008, and December 31, 2009, the Fund’s returns are still open to examination by the appropriate taxing authority.

 

G. Fair Value Measurements

A three-tier hierarchy has been established to measure fair value based on the extent of use of “observable inputs” as compared to “unobservable inputs” for disclosure purposes and requires additional disclosures about these valuations measurements. Inputs refer broadly to the assumptions that market participants would use in pricing a security. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the security developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market inputs participants would use in pricing the security developed based on the best information available in the circumstances.

 

18



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

The three-tier hierarchy is summarized as follows:

 

Level 1 - quoted prices in active markets for identical securities

 

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

Other

 

Level 3

 

 

 

 

 

 

 

Significant

 

Significant

 

 

 

 

 

Level 1

 

Observable

 

Unobservable

 

 

 

Investments in Securities at Value

 

Quoted Prices

 

Inputs

 

Inputs

 

Total

 

Common Stocks

 

$

12,760,842

 

$

 

$

 

$

12,760,842

 

Warrants

 

 

655

 

 

655

 

TOTAL

 

$

12,760,842

 

$

655

 

$

 

$

12,761,497

 

 

All securities of the Fund were valued using Level 1 or Level 2 inputs for the year ended December 31, 2009. Thus a reconciliation of assets in which significant unobservable inputs (Level 3) were used is not applicable for this Fund.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

In April 2009, FASB issued “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which provides additional guidance for estimating fair value in accordance with Fair Value Measurements when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. Additionally, it amends the Fair Value Measurement Standard by expanding disclosure requirements for reporting entities surrounding the major categories of assets and liabilities carried at fair value. The required disclosures have been incorporated into the summary of inputs table above. Management expects the Fund’s investments to typically be classified as Level 1 and therefore applying this guidance did not have a material impact on the Fund’s financial statements.

 

3. INVESTMENT ADVISORY FEE AND OTHER

AFFILIATED TRANSACTIONS

 

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

 

19



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

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

 

Mellon Capital Management Corporation acts as the Fund’s sub-adviser (the “Sub-Adviser”) pursuant to a sub-advisory agreement with the Investment Adviser (the “Sub-Advisory Agreement”). According to this Agreement, the Investment Adviser pays the Sub-Adviser on a monthly basis, an annual rate of 0.10% of the Fund’s average daily net assets. The Investment Adviser will pay the Sub-Adviser a minimum of $62,500 per year after the Fund’s first year of operations and a minimum of $125,000 per year after the Fund’s second year of operations.

 

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

 

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

 

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

 

4. PURCHASES AND SALES OF SECURITIES

 

For the year ended December 31, 2009, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:

 

 

 

Purchases

 

Sales

 

Cohen & Steers Global Realty Majors ETF

 

$

1,232,919

 

$

1,326,858

 

 

For the year ended December 31, 2009, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

 

 

Purchases

 

Sales

 

Cohen & Steers Global Realty Majors ETF

 

$

6,176,390

 

$

 

 

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

 

20



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

 

As of December 31, 2009, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:

 

Gross Appreciation (excess of value over tax cost)

 

$

344,531

 

Gross Depreciation (excess of tax cost over value)

 

$

(717,307

)

Net Depreciation of foreign currency

 

$

(258

)

Net unrealized depreciation

 

$

(373,034

)

Cost of investment for income tax purposes

 

$

13,134,273

 

 

5. CAPITAL SHARE TRANSACTIONS

 

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

 

6. INDEMNIFICATIONS

 

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

 

7. SUBSEQUENT EVENTS

 

Management has evaluated whether any events or transactions occurred subsequent to December 31, 2009 through February 24, 2010, the date of issuance of the Fund’s financial statements, and determined that there were no other material events or transactions that would require recognition or disclosure in the Fund’s financial statements.

 

21



Table of Contents

 

 

ADDITIONAL INFORMATION

 

PROXY VOTING POLICIES AND PROCEDURES

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio securities during the period ending June 30, 2009 is available (1) without charge, upon request, by calling (866) 513-5856; (2) on the Trust’s website located at http://www.alpsetfs.com; and (3) on the SEC’s website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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

 

TAX INFORMATION (UNAUDITED)

 

Tax Designations

The Fund designates the following amounts for the fiscal year ended December 31, 2009:

 

Qualified Dividend Income

 

3.19

%

Corporate Dividends Received Deduction

 

0.00

%

 

22



Table of Contents

 

 

TRUSTEES AND OFFICERS

 

INDEPENDENT TRUSTEES

 

 

 

 

 

 

 

 

 

Number of

 

 

Name, Address

 

 

 

 

 

 

 

Portfolios

 

 

and Age of

 

Position(s)

 

Term of Office

 

 

 

in Fund Complex

 

Other

Management

 

Held

 

and Length of

 

Principal Occupation(s)

 

Overseen

 

Directorships

Trustee*

 

with Trust

 

Time Served**

 

During Past 5 Years

 

by Trustees***

 

Held by Trustees

Mary K. Anstine,
age 69

 

Trustee

 

Since March 2008

 

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

 

19

 

Ms. Anstine is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (7 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

 

 

 

 

 

 

 

 

 

 

 

Jeremy W. Deems,
age 33

 

Trustee

 

Since March 2008

 

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

 

14

 

Mr. Deems is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Trust (7 funds); and Reaves Utility Income Fund.

 

23



Table of Contents

 

 

 

 

 

 

 

 

 

Number of

 

 

Name, Address

 

 

 

 

 

 

 

Portfolios

 

 

and Age of

 

Position(s)

 

Term of Office

 

 

 

in Fund Complex

 

Other

Management

 

Held

 

and Length of

 

Principal Occupation(s)

 

Overseen

 

Directorships

Trustee*

 

with Trust

 

Time Served**

 

During Past 5 Years

 

by Trustees***

 

Held by Trustees

Rick A. Pederson, age 57

 

Trustee

 

Since March 2008

 

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

 

9

 

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

 


*

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

**

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

***

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

 

24



Table of Contents

 

INTERESTED TRUSTEE

 

 

 

 

 

 

 

 

 

Number of

 

 

Name, Address

 

 

 

 

 

 

 

Portfolios

 

 

and Age of

 

Position(s)

 

Term of Office

 

 

 

in Fund Complex

 

Other

Management

 

Held

 

and Length of

 

Principal Occupation(s)

 

Overseen

 

Directorships

Trustee*

 

with Trust

 

Time Served**

 

During Past 5 Years

 

by Trustees***

 

Held by Trustees

Thomas A. Carter, age 43

 

Trustee and President

 

Since March 2008

 

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

 

14

 

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

 


*

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

**

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

***

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

 

25



Table of Contents

 

OFFICERS

 

Name, Address

 

Position(s)

 

Length

 

 

and Age of

 

Held

 

of Time

 

 

Executive Officer*

 

with Trust

 

Served**

 

Principal Occupation(s) During Past 5 Years

Melanie Zimdars,
age 33

 

Chief Compliance Officer (“CCO”)

 

Since December 2009

 

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

 

 

 

 

 

 

 

Kimberly R. Storms,
age 37

 

Treasurer

 

Since March 2008

 

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

 

 

 

 

 

 

 

William Parmentier,
age 57

 

Vice President

 

Since March 2008

 

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

 

 

 

 

 

 

 

Tané T. Tyler,
age 44

 

Secretary

 

Since December 2008

 

Ms. Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms. Tyler joined ALPS in 2004. She served as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund from December 2006-2008; Secretary, Reaves Utility Income Fund from December 2004—2007; Secretary, Westcore Funds from February 2005—2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004— December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003.

 

26



Table of Contents

 

Name, Address

 

Position(s)

 

Length

 

 

and Age of

 

Held

 

of Time

 

 

Executive Officer*

 

with Trust

 

Served**

 

Principal Occupation(s) During Past 5 Years

Monette R. Nickels,
age 38

 

Tax Officer

 

Since December 2009

 

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

 


*

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

**

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

 

27



Table of Contents

 

 

BOARD CONSIDERATIONS REGARDING CONTINUATION
OF INVESTMENT ADVISORY AGREEMENT

 

At an in-person meeting held on September 9, 2009, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act, as amended (the “Independent Trustees”), evaluated a proposal to approve the renewal of the Advisory Agreement between the Trust and the Investment Adviser with respect to the Funds. The Independent Trustees also met separately with their independent legal counsel to consider the renewal of the Advisory Agreement.

 

In evaluating the Advisory Agreement, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Investment Adviser with respect to the Fund under the Advisory Agreement, (ii) costs to the Investment Adviser of its services; and (iii) the extent to which economies of scale would be realized if and as the Fund grows and whether the fee level in the Advisory Agreement reflects these economies of scale.

 

In evaluating the nature, extent and quality of the Investment Adviser’s services, the Trustees reviewed information concerning the functions performed by the Investment Adviser for the Funds, information describing the Investment Adviser’s organization and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed financial information regarding the Investment Adviser and its parent company. The Trustees reviewed information on the performance of the Fund and the performance of its benchmark index. The Committee also evaluated the correlation and tracking error between the underlying index and the Fund’s performance. The Trustees noted that the Investment Adviser had delegated to the Sub-Adviser responsibility for the investment of the Fund’s assets. The Trustees considered the Investment Adviser’s responsibility to oversee the Sub-Adviser. Based on its review, the Trustees found that the nature and extent of services provided to the Fund under the Advisory Agreement was appropriate and that the quality was satisfactory.

 

The Trustees noted that the advisory fee was a unitary fee pursuant to which the Investment Adviser assumes all expenses of the Fund (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than the payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Trustees noted that the advisory fees were generally within the range of the ETF peer funds. The Trustees concluded that the advisory fee for the Fund was reasonable under the circumstances and in light of the quality of services provided.

 

The Trustees noted the small size of the Fund and concluded that the Investment Adviser was not experiencing any economies of scale. The Trustees considered other benefits available to the Investment Adviser because of its relationship with the Fund and concluded that the advisory fee was reasonable taking into account any such benefits.

 

28



Table of Contents

 

Sub-Advisory Agreement

At the same in person meeting, the Board also evaluated the proposal to approve the renewal of the Sub-Advisory Agreement among the Investment Adviser, the Trust and the Sub-Adviser with respect to the Fund. In deciding whether to approve the renewal of the Sub-Advisory Agreement, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Sub-Adviser with respect to the Fund under the Sub-Advisory Agreement, (ii) the fees charged by the Sub-Adviser and any additional benefits received by the Sub-Adviser due to its relationship with the Investment Adviser and the Trust; and (iii) the extent to which economies of scale would be realized if and as the Fund grows and whether the fee levels in the Sub-Advisory Agreement reflect these economies of scale.

 

With respect to the nature, extent and quality of services provided by the Sub-Adviser, the Trustees considered the qualifications, experience, reputation and skills of the Sub-Adviser’s portfolio management and other key personnel. The Trustees concluded that the Sub-Adviser had personnel qualified to provide the services under the Sub-Advisory Agreement. In evaluating the Sub-Adviser’s performance, the Trustees focused primarily on the Sub-Adviser’s success in tracking the Fund’s underlying Index. The Trustees concluded that the Sub-Adviser’s performance was satisfactory in this regard.

 

The Trustees considered the sub-advisory fees paid to the Sub-Adviser and considered they were negotiated at arm’s length between the Investment Adviser and the Sub-Adviser and that the Investment Adviser compensates the Sub-Adviser from its fees. On the basis of the information provided, the Trustees concluded that the sub-advisory fee was reasonable.

 

The Trustees considered the Sub-Adviser’s profitability and noted that the Investment Adviser compensates the Sub-Adviser from its own advisory fees and the Investment Adviser negotiated the Sub-Advisory Agreement with the Sub-Adviser at arm’s length. The Trustees also noted the Sub-Adviser’s statement that it does not perform a profitability analysis specific to the Fund.

 

Overall Conclusions

Based upon all of the information considered and the conclusions reached, the Trustees determined that the terms of the Advisory Agreement and the Sub-Advisory Agreement, respectively, continue to be fair and reasonable and that the continuation of each Agreement is in the best interests of the Fund.

 

29



Table of Contents

 

 

This report has been prepared for Cohen & Steers Global Realty Majors ETF shareholders and may be distributed to others only if preceded or accompanied by a prospectus.

 

ALPS Distributors, Inc., distributor for the Cohen & Steers Global Realty Majors ETF.

 

GRI000157 8/31/10

 





Table of Contents

 

PERFORMANCE OVERVIEW (UNAUDITED)
JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND | December 31, 2009

 

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

 

Since inception (9/21/2009) the fund returned 8.06% while the index returned 7.96%. The agriculture and industrial metals sectors were the primary drivers during the period, but precious metals and energy also provided positive contributions to the portfolio.

 

TOP 10 HOLDINGS (% of Total Investments)

 

Monsanto Co.

 

5.9

%

Exxon Mobil Corp.

 

5.2

%

Potash Corp. of Saskatchewan, Inc.

 

4.3

%

Syngenta AG

 

3.6

%

Deere & Co.

 

3.0

%

BP Plc, ADR

 

2.9

%

Archer-Daniels-Midland Co.

 

2.6

%

Chevron Corp.

 

2.5

%

Gazprom OAO, ADR

 

2.4

%

Total SA

 

2.3

%

Total Top 10 Holdings

 

34.7

%

 

COUNTRY ALLOCATION (% of Total Investments)

 

United States

 

35.4

%

Canada

 

13.7

%

United Kingdom

 

11.2

%

Russia

 

6.8

%

Switzerland

 

4.0

%

Brazil

 

3.8

%

France

 

2.3

%

Germany

 

2.0

%

Malaysia

 

2.0

%

China

 

1.9

%

Other

 

16.9

%

 

PERFORMANCE as of 12.31.09

 

 

 

Since Inception*

 

Jefferies | TR /J CRB Global Commodity Equity Index Fund

 

 

 

NAV

 

8.06

%

Market Price

 

7.43

%

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

 

7.96

%

S&P GSCI Commodity Index

 

6.19

%

S&P 500 Index

 

5.25

%

 


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

 

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

 

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

 

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

 

GROWTH OF $10,000 as of 12.31.09

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

 

 

Annual Report  |  December 31, 2009

 

2



Table of Contents

 

 

PERFORMANCE OVERVIEW (UNAUDITED)
JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND | December 31, 2009

 

 

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

 

Since Inception (10/27/2009) the fund returned 8.10% while the index returned 6.55%.

 

TOP 10 HOLDINGS (% of Total Investments)

 

Deere & Co.

 

8.1

%

Syngenta AG

 

8.1

%

Archer-Daniels-Midland Co.

 

8.0

%

Monsanto Co.

 

7.7

%

Potash Corp. of Saskatchewan, Inc.

 

7.0

%

Agrium, Inc.

 

4.6

%

Sociedad Quimica y Minera de Chile SA, ADR

 

4.5

%

The Mosaic Co.

 

4.5

%

Uralkali, GDR

 

4.2

%

K+S AG

 

4.0

%

Total Top 10 Holdings

 

60.7

%

 

COUNTRY ALLOCATION (% of Total Investments)

 

United States

 

36.9

%

Canada

 

13.2

%

Switzerland

 

8.1

%

Malaysia

 

6.9

%

Singapore

 

4.9

%

Israel

 

4.6

%

Chile

 

4.5

%

Russia

 

4.2

%

Germany

 

4.0

%

Norway

 

3.6

%

Other

 

9.1

%

 

PERFORMANCE as of 12.31.09

 

 

 

Since Inception*

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

 

 

NAV

 

8.10

%

Market Price

 

6.51

%

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

 

6.55

%

 


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

 

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

 

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

 

Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index: measures the performance of equity securities of companies engaged in the production and distribution of agricultural products, including grains, livestock, fertilizers, chemicals, seeds, traits and equipment.

 

GROWTH OF $10,000 as of 12.31.09

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

 

 

3



Table of Contents

 

 

PERFORMANCE OVERVIEW (UNAUDITED)
JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX FUND | December 31, 2009

 

 

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

 

Since Inception (10/27/2009) the fund returned 7.87% while the index returned 6.79%.

 

TOP 10 HOLDINGS (% of Total Investments)

 

Rio Tinto Plc

 

7.6

%

BHP Billiton Plc

 

7.5

%

Anglo American Plc

 

7.4

%

Vale SA, ADR

 

6.5

%

ArcelorMittal

 

5.7

%

Xstrata Plc

 

5.1

%

POSCO, ADR

 

5.1

%

Freeport-McMoRan Copper & Gold, Inc.

 

5.0

%

MMC Norilsk Nickel JSC, ADR

 

4.8

%

Companhia Siderurgica Nacional SA, ADR

 

4.3

%

Total Top 10 Holdings

 

59.0

%

 

COUNTRY ALLOCATION (% of Total Investments)

 

United Kingdom

 

29.4

%

United States

 

15.1

%

Brazil

 

13.7

%

Japan

 

10.3

%

Canada

 

6.0

%

Netherlands

 

5.7

%

South Korea

 

5.1

%

Russia

 

4.8

%

Germany

 

3.0

%

India

 

2.8

%

Other

 

4.1

%

 

PERFORMANCE as of 12.31.09

 

 

 

Since Inception*

 

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

 

 

 

NAV

 

7.87

%

Market Price

 

6.08

%

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

 

6.79

%

 


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

 

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

 

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

 

Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index: measures the performance of equity securities of companies engaged in the production and distribution of base/industrial metals and related products and services including copper, aluminum, iron ore, steel, uranium and others.

 

GROWTH OF $10,000 as of 12.31.09

 

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

 

 

4



Table of Contents

 

 

DISCLOSURE OF FUND EXPENSES
For the Period Ended December 31, 2009 (Unaudited)

 

Shareholder Expense Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs which may include creation and redemption fees or brokerage charges and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. It is based on an investment of $1,000 invested at July 1, 2009 and held through the period ended December 31, 2009.

 

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

 

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

 

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

 

 

 

Beginning
Account Value
7/01/09

 

Ending Account
Value 12/31/09

 

Expense Ratio

 

Expenses Paid
During the Period
7/01/09-
12/31/09

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

 

 

 

 

 

 

 

 

Actual(a)

 

$

1,000.00

 

$

1,080.60

 

0.65

%

$

1.89

 

Hypothetical(b)

 

$

1,000.00

 

$

1,021.93

 

0.65

%

$

3.31

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

 

 

 

 

 

 

 

 

Actual(c)

 

$

1,000.00

 

$

1,081.00

 

0.65

%

$

1.22

 

Hypothetical(b)

 

$

1,000.00

 

$

1,021.93

 

0.65

%

$

3.31

 

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

 

 

 

 

 

 

 

 

 

Actual(c)

 

$

1,000.00

 

$

1,078.70

 

0.65

%

$

1.22

 

Hypothetical(b)

 

$

1,000.00

 

$

1,021.93

 

0.65

%

$

3.31

 

 


(a)  The “Actual” example in the table above is equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days the Fund was in existence in the most recent fiscal half year (102), then divided by 365.

 

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

 

(c)   The “Actual” example in the table above is equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days the Fund was in existence in the most recent fiscal half year (66), then divided by 365.

 

5



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Jefferies TR/J CRB Global Commodity Equity Index Fund, Jefferies TR/J CRB Global Agriculture Equity Index Fund, and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund, (collectively, the “Funds”), which are part of the ALPS ETF Trust, as of December 31, 2009, and the related statement of operations, statement of changes in net assets, and the financial highlights for the period from September 21, 2009 (inception) to December 31, 2009 for the Jefferies TR/J CRB Global Commodity Equity Index Fund, and for the period from October 27, 2009 (inception) to December 31, 2009 for the Jefferies TR/J CRB Global Agriculture Equity Index Fund and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Jefferies TR/J CRB Global Commodity Equity Index Fund, Jefferies TR/J CRB Global Agriculture Equity Index Fund, and Jefferies TR/J CRB Global Industrial Metals Equity Index Fund as of December 31, 2009, the results of their operations, the changes in their net assets, and the financial highlights for the periods referred to above, in conformity with accounting principles generally accepted in the United States of America.

 

 

February 24, 2010

Denver, Colorado

 

6



Table of Contents

 

 

 

Schedule of investments
JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND | December 31, 2009

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

COMMON STOCKS (99.90%)

 

 

 

 

 

Australia (1.76%)

 

 

 

 

 

Incitec Pivot, Ltd.

 

151,140

 

$

482,544

 

Newcrest Mining, Ltd.

 

11,413

 

362,637

 

Nufarm, Ltd.

 

16,362

 

160,248

 

Woodside Petroleum, Ltd.

 

5,659

 

240,221

 

 

 

 

 

1,245,650

 

 

 

 

 

 

 

Bermuda (0.22%)

 

 

 

 

 

Aquarius Platinum, Ltd.*

 

9,207

 

60,860

 

Sinofert Holdings, Ltd.

 

166,000

 

92,911

 

 

 

 

 

153,771

 

 

 

 

 

 

 

Brazil (3.79%)

 

 

 

 

 

Companhia Siderurgica Nacional SA, ADR

 

11,563

 

369,207

 

Gerdau SA, ADR

 

14,359

 

244,534

 

Petroleo Brasileiro SA, ADR

 

28,950

 

1,380,336

 

Vale SA, ADR

 

23,590

 

684,818

 

 

 

 

 

2,678,895

 

 

 

 

 

 

 

Canada (13.69%)

 

 

 

 

 

Agnico-Eagle Mines, Ltd.

 

3,693

 

200,511

 

Agrium, Inc.

 

14,830

 

925,434

 

Barrick Gold Corp.

 

23,079

 

912,725

 

Cameco Corp.

 

6,047

 

195,712

 

Canadian Natural Resources, Ltd.

 

5,983

 

433,737

 

Eldorado Gold Corp.*

 

8,783

 

124,999

 

EnCana Corp.

 

8,612

 

280,207

 

Goldcorp, Inc.

 

17,185

 

677,827

 

IamgoLD Corp.

 

8,651

 

136,241

 

Inmet Mining Corp.

 

1,188

 

72,276

 

Ivanhoe Mines, Ltd.*

 

5,750

 

85,069

 

Kinross Gold Corp.

 

16,423

 

303,442

 

Osisko Mining Corp.*

 

5,803

 

46,829

 

Pan American Silver Corp.*

 

2,015

 

48,167

 

Potash Corp. of Saskatchewan, Inc.

 

27,765

 

3,029,559

 

Red Back Mining, Inc.*

 

5,081

 

72,700

 

Royal Gold, Inc.

 

888

 

41,709

 

Silver Wheaton Corp.*

 

8,042

 

121,817

 

Suncor Energy, Inc.

 

17,916

 

635,908

 

Talisman Energy, Inc.

 

11,714

 

220,011

 

Teck Resources, Ltd., Class B*

 

8,902

 

312,655

 

TransCanada Corp.

 

7,853

 

271,093

 

Viterra, Inc.*

 

34,761

 

327,268

 

Yamana gold, Inc.

 

17,273

 

197,716

 

 

 

 

 

9,673,612

 

 

 

 

 

 

 

Cayman Islands (0.34%)

 

 

 

 

 

Chaoda Modern Agriculture Holdings, Ltd.

 

226,000

 

241,912

 

 

 

 

 

 

 

Chile (1.32%)

 

 

 

 

 

Sociedad Quimica y Minera de Chile SA, ADR

 

24,752

 

929,933

 

 

 

 

 

 

 

China (1.92%)

 

 

 

 

 

Angang Steel Co., Ltd.

 

14,000

 

30,910

 

China Agri-Industries Holdings, Ltd.

 

130,000

 

171,007

 

China Bluechemical, Ltd.

 

158,000

 

96,788

 

China Petroleum & Chemical Corp.

 

192,000

 

171,100

 

China Shenhua Energy Co., Ltd.

 

38,500

 

188,676

 

CNOOC, Ltd.

 

182,000

 

286,354

 

Jiangxi Copper Co., Ltd.

 

21,000

 

49,724

 

PetroChina Co., Ltd.

 

236,000

 

283,661

 

Zijin Mining Group Co., Ltd.

 

84,000

 

80,381

 

 

 

 

 

1,358,601

 

 

 

 

 

 

 

Denmark (0.43%)

 

 

 

 

 

Danisco A/S

 

4,513

 

303,260

 

 

 

 

 

 

 

France (2.32%)

 

 

 

 

 

Total SA

 

25,344

 

1,636,484

 

 

 

 

 

 

 

Germany (1.92%)

 

 

 

 

 

K+ S AG

 

14,154

 

812,094

 

Salzgitter AG

 

589

 

57,836

 

Tenaris SA

 

6,815

 

290,660

 

ThyssenKrupp AG

 

5,136

 

194,538

 

 

 

 

 

1,355,128

 

 

 

 

 

 

 

India (1.56%)

 

 

 

 

 

Reliance Industries, Ltd., GDR (a)

 

18,659

 

867,644

 

Sterlite Industries India, Ltd., ADR

 

12,887

 

234,801

 

 

 

 

 

1,102,445

 

 

 

 

 

 

 

Israel (1.29%)

 

 

 

 

 

Israel Chemicals, Ltd.

 

42,565

 

561,840

 

The Israel Corp., Ltd.*

 

335

 

243,644

 

Makhteshim-Agan Industries, Ltd.

 

22,107

 

105,633

 

 

 

 

 

911,117

 

 

 

 

 

 

 

Italy (1.03%)

 

 

 

 

 

Eni SpA

 

28,609

 

730,632

 

 

 

 

 

 

 

Japan (1.23%)

 

 

 

 

 

JFE Holdings, Inc.

 

7,200

 

282,292

 

Nippon Steel Corp.

 

83,000

 

334,336

 

Sumitomo Metal Industries, Ltd.

 

55,000

 

147,108

 

Sumitomo Metal Mining Co., Ltd.

 

7,000

 

103,690

 

 

 

 

 

867,426

 

 

 

 

 

 

 

Jersey (0.24%)

 

 

 

 

 

Randgold Resources, Ltd.

 

2,107

 

170,124

 

 

 

 

 

 

 

Luxembourg (0.07%)

 

 

 

 

 

Evraz Group SA, GDR*(b)

 

1,861

 

52,573

 

 

7



Table of Contents

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

Malaysia (1.96%)

 

 

 

 

 

Genting Plantations BHD*

 

244,900

 

$

446,313

 

IOI Corp. BHD

 

288,500

 

460,892

 

PPB Group BHD

 

103,000

 

480,105

 

 

 

 

 

1,387,310

 

 

 

 

 

 

 

Mauritius (0.30%)

 

 

 

 

 

Golden Agri-Resources, Ltd. *

 

586,000

 

212,871

 

 

 

 

 

 

 

Mexico (0.19%)

 

 

 

 

 

Grupo Mexico SAB de CV, Series B

 

57,400

 

131,284

 

 

 

 

 

 

 

Netherlands (0.93%)

 

 

 

 

 

ArcelorMittal

 

12,959

 

598,320

 

CNH Global N.V. *

 

2,436

 

60,851

 

 

 

 

 

659,171

 

 

 

 

 

 

 

New Guinea (0.23%)

 

 

 

 

 

Lihir Gold, Ltd.

 

55,580

 

163,954

 

 

 

 

 

 

 

Norway (1.12%)

 

 

 

 

 

Norsk Hydro ASA*

 

8,600

 

72,515

 

Yara International ASA

 

15,750

 

718,958

 

 

 

 

 

791,473

 

 

 

 

 

 

 

Peru (0.31%)

 

 

 

 

 

Companhia de Minas Buenaventura SA, ADR

 

6,456

 

216,082

 

 

 

 

 

 

 

Russia (6.84%)

 

 

 

 

 

Gazprom OAO, ADR

 

67,606

 

1,723,953

 

LUKOIL OAO, ADR

 

9,758

 

559,133

 

MMC Norilsk Nickel, ADR*

 

29,244

 

419,651

 

Polyus Gold Co., ADR

 

8,988

 

249,417

 

Rosneft Oil Co., GDR

 

121,000

 

1,040,600

 

Uralkali, GDR*

 

39,929

 

838,509

 

 

 

 

 

4,831,263

 

 

 

 

 

 

 

Singapore (1.41%)

 

 

 

 

 

Olam International, Ltd.

 

176,000

 

333,459

 

Wilmar International, Ltd.

 

145,000

 

664,091

 

 

 

 

 

997,550

 

South Africa (1.85%)

 

 

 

 

 

Anglo Platinum, Ltd.*

 

1,125

 

121,075

 

AngloGold Ashanti, Ltd., ADR

 

8,539

 

343,097

 

Gold Fields, Ltd.

 

14,726

 

195,940

 

Harmony Gold Mining Co., Ltd.

 

5,663

 

58,285

 

Impala Platinum Holdings, Ltd.

 

13,339

 

367,704

 

Sasol, Ltd.

 

5,421

 

219,380

 

 

 

 

 

1,305,481

 

 

 

 

 

 

 

South Korea (0.74%)

 

 

 

 

 

POSCO, ADR

 

3,967

 

520,074

 

 

 

 

 

 

 

Spain (0.37%)

 

 

 

 

 

Repsol YPF SA

 

9,840

 

 

264,358

 

 

 

 

 

 

 

Switzerland (3.98%)

 

 

 

 

 

Syngenta AG

 

8,937

 

2,513,167

 

Transocean, Ltd.*

 

3,600

 

298,080

 

 

 

 

 

2,811,247

 

 

 

 

 

 

 

United Kingdom (11.20%)

 

 

 

 

 

Anglo American Plc*

 

18,590

 

813,843

 

Antofagasta Plc

 

5,338

 

85,511

 

BG Group Plc

 

38,517

 

697,874

 

BHP Billiton Plc

 

33,762

 

1,087,685

 

BP Plc, ADR

 

214,538

 

2,078,679

 

Kazakhmys Plc*

 

3,089

 

66,244

 

Lonmin Plc*

 

2,879

 

91,077

 

Petropavlosk Plc*

 

3,305

 

54,758

 

Rio Tinto Plc

 

21,554

 

1,179,939

 

Royal Dutch Shell Plc, Class A

 

40,431

 

1,223,976

 

Xstrata Plc*

 

29,491

 

533,860

 

 

 

 

 

7,913,446

 

 

 

 

 

 

 

United States (35.34%)

 

 

 

 

 

AGCO Corp.*

 

8,652

 

279,806

 

Alcoa, Inc.

 

14,936

 

240,768

 

Anadarko Petroleum Corp.

 

5,687

 

354,983

 

Apache Corp.

 

3,879

 

400,196

 

Archer-Daniels-Midland Co.

 

59,054

 

1,848,981

 

Baker Hughes, Inc.

 

3,586

 

145,161

 

Bunge, Ltd.

 

12,500

 

797,875

 

Cameron International Corp.*

 

2,801

 

117,082

 

Chesapeake Energy Corp.

 

7,062

 

182,765

 

Chevron Corp.

 

22,980

 

1,769,230

 

Cliffs Natural Resources, Inc.

 

2,014

 

92,825

 

Coeur d’Alene Mines Corp.*

 

1,863

 

33,646

 

ConocoPhillips

 

17,005

 

868,445

 

Consol Energy, Inc.

 

2,094

 

104,281

 

Corn Products International, Inc.

 

6,959

 

203,412

 

Deere & Co.

 

39,760

 

2,150,618

 

Devon Energy Corp.

 

4,850

 

356,475

 

Diamond Offshore Drilling, Inc.

 

801

 

78,834

 

EOG Resources, Inc.

 

2,914

 

283,532

 

Exxon Mobil Corp.

 

54,112

 

3,689,897

 

Freeport-McMoRan Copper & Gold, Inc.*

 

6,527

 

524,053

 

Halliburton Co.

 

10,331

 

310,860

 

Hess Corp.

 

3,510

 

212,355

 

Intrepid Potash, Inc.*

 

4,163

 

121,435

 

Marathon Oil Corp.

 

8,094

 

252,695

 

Mechel Steel Group, ADR

 

2,095

 

39,428

 

Monsanto Co.

 

51,086

 

4,176,280

 

The Mosaic Co.

 

14,970

 

894,158

 

Murphy Oil Corp.

 

2,097

 

113,657

 

National Oilwell Varco, Inc.

 

4,844

 

213,572

 

Newmont Mining Corp.

 

11,342

 

536,590

 

Noble Corp.

 

3,000

 

122,100

 

 

8



Table of Contents

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

United States (continued)

 

 

 

 

 

Noble Energy, Inc.

 

1,982

 

$

141,158

 

Nucor Corp.

 

4,878

 

227,559

 

Occidental Petroleum Corp.

 

9,188

 

747,444

 

Peabody Energy Corp.

 

3,100

 

140,151

 

Schlumberger, Ltd.

 

13,400

 

872,206

 

Southern Copper Corp.

 

2,638

 

86,817

 

Southwestern Energy Co.*

 

3,928

 

189,330

 

Steel Dynamics, Inc.

 

3,187

 

56,474

 

Terra Industries, Inc.

 

10,388

 

334,390

 

United States Steel Corp.

 

2,217

 

122,201

 

Valero Energy Corp.

 

6,427

 

107,652

 

Weatherford International, Ltd.*

 

7,100

 

127,161

 

XTO Energy, Inc.

 

6,455

 

300,351

 

 

 

 

 

24,968,889

 

 

 

 

 

 

 

TOTAL COMMON STOCKS

 

 

 

 

 

(Cost $67,496,855)

 

 

 

70,586,016

 

 

 

 

 

 

 

RIGHTS (0.00%)(c)

 

 

 

 

 

Australia (0.00%)(c)

 

 

 

 

 

Woodside Petroleum, Ltd., strike price 42.10 AUD, Expires 01/19/10

 

386

 

1,770

 

 

 

 

 

 

 

TOTAL RIGHTS

 

 

 

 

 

(Cost $—)

 

 

 

1,770

 

 

 

 

 

 

 

TOTAL INVESTMENTS (99.90%)

 

 

 

 

 

(Cost $67,496,855)

 

 

 

70,587,786

 

 

 

 

 

 

 

NET OTHER ASSETS AND LIABILITIES (0.10%)

 

 

 

69,966

 

 

 

 

 

 

 

NET ASSETS (100.00%)

 

 

 

$

70,657,752

 

 


*                        Non-income producing security.

(a)                Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been determined to be liquid in accordance with procedures adopted by the Fund’s Board of Trustees. Securities restricted under Rule 144A comprised 1.23% of the fund’s net assets.

(b)                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 Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At period end, the aggregate market value of those securities was $52,573, representing 0.07% of net assets.

(c)                 Less than 0.005% of Net Assets.

 

Common Abbreviations:

ADR -     American Depositary Receipt.

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

ASA -       Allmennaksjeselskap is the Norwegian term for a public limited company.

AUD -    Australian dollar.

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

GDR - Global Depository Receipt.

Ltd. -         Limited.

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

Plc -            Public Limited Co.

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

SAB de CV - A variable capital company.

SpA -        Societá Per Azioni is an Italian shared company.

 

See Notes to Financial Statements.

 

9



Table of Contents

 

 

SCHEDULE OF INVESTMENTS

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND | December 31, 2009

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

COMMON STOCKS (99.77%)

 

 

 

 

 

Australia (3.18%)

 

 

 

 

 

Incitec Pivot, Ltd.

 

31,570

 

$

100,793

 

Nufarm, Ltd.

 

3,432

 

33,613

 

 

 

 

 

134,406

 

 

 

 

 

 

 

Bermuda (0.45%)

 

 

 

 

 

Sinofert Holdings, Ltd.

 

34,000

 

19,030

 

 

 

 

 

 

 

Canada (13.19%)

 

 

 

 

 

Agrium, Inc.

 

3,081

 

192,263

 

Potash Corp. Saskatchewan, Inc.

 

2,714

 

296,136

 

Viterra, Inc.*

 

7,312

 

68,841

 

 

 

 

 

557,240

 

 

 

 

 

 

 

Cayman Islands (1.22%)

 

 

 

 

 

Chaoda Modern Agriculture Holdings, Ltd.

 

48,000

 

51,380

 

 

 

 

 

 

 

Chile (4.51%)

 

 

 

 

 

Sociedad Quimica y Minera de Chile SA, ADR

 

5,072

 

190,555

 

 

 

 

 

 

 

China (1.34%)

 

 

 

 

 

China Agri-Industries Holdings, Ltd.

 

28,000

 

36,832

 

China Bluechemical, Ltd.

 

32,000

 

19,603

 

 

 

 

 

56,435

 

 

 

 

 

 

 

Denmark (1.51%)

 

 

 

 

 

Danisco A/S

 

947

 

63,635

 

 

 

 

 

 

 

Germany (4.03%)

 

 

 

 

 

K+S AG

 

2,968

 

170,291

 

 

 

 

 

 

 

Israel (4.55%)

 

 

 

 

 

Israel Chemicals, Ltd.

 

8,970

 

118,400

 

The Israel Corp., Ltd.*

 

71

 

51,638

 

Makhteshim-Agan Industries, Ltd.

 

4,658

 

22,257

 

 

 

 

 

192,295

 

 

 

 

 

 

 

Malaysia (6.86%)

 

 

 

 

 

Genting Plantations BHD*

 

51,200

 

93,308

 

IOI Corp. BHD

 

60,300

 

96,332

 

PPB Group BHD

 

21,500

 

100,217

 

 

 

 

 

289,857

 

 

 

 

 

 

 

Mauritius (1.06%)

 

 

 

 

 

Golden Agri-Resources, Ltd. *

 

123,000

 

44,681

 

 

 

 

 

 

 

Netherlands (0.34%)

 

 

 

 

 

CNH Global N.V.*

 

572

 

14,289

 

 

 

 

 

 

 

Norway (3.57%)

 

 

 

 

 

Yara International ASA

 

3,300

 

150,639

 

 

 

 

 

 

 

Russia (4.19%)

 

 

 

 

 

Uralkali, GDR*

 

8,418

 

176,778

 

 

 

 

 

 

 

Singapore (4.91%)

 

 

 

 

 

Olam International, Ltd.

 

37,000

 

70,102

 

Wilmar International, Ltd.

 

30,000

 

137,398

 

 

 

 

 

207,500

 

 

 

 

 

 

 

Switzerland (8.04%)

 

 

 

 

 

Syngenta AG

 

1,207

 

339,419

 

 

 

 

 

 

 

United States (36.82%)

 

 

 

 

 

AGCO Corp.*

 

1,814

 

58,665

 

Archer-Daniels-Midland Co.

 

10,765

 

337,052

 

Bunge, Ltd.

 

2,600

 

165,958

 

Corn Products International, Inc.

 

1,464

 

42,793

 

Deere & Co.

 

6,327

 

342,227

 

Intrepid Potash, Inc.*

 

863

 

25,174

 

Monsanto Co.

 

3,975

 

324,956

 

The Mosaic Co.

 

3,145

 

187,851

 

Terra Industries, Inc.

 

2,174

 

69,981

 

 

 

 

 

1,554,657

 

 

 

 

 

 

 

TOTAL COMMON STOCKS

 

 

 

 

 

(Cost $3,948,358)

 

 

 

4,213,087

 

 

 

 

 

 

 

TOTAL INVESTMENTS (99.77%)

 

 

 

 

 

(Cost $3,948,358)

 

 

 

4,213,087

 

 

 

 

 

 

 

NET OTHER ASSETS AND LIABILITIES (0.23%)

 

 

 

9,781

 

 

 

 

 

 

 

NET ASSETS (100.00%)

 

 

 

$

4,222,868

 

 


* Non-income producing security.

 

Common Abbreviations:

ADR -

American Depositary Receipt.

AG -

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

ASA -

Allmennaksjeselskap is the Norweigan term for a public limited company.

BHD -

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

GDR -

Global Depository Receipt.

Ltd. -

Limited.

N.V. -

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

SA -

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

 

See Notes to Financial Statements.

 

10



Table of Contents

 

Security Description

 

Shares

 

Value

 

 

 

 

 

 

 

COMMON STOCKS (98.90%)

 

 

 

 

 

Brazil (13.55%)

 

 

 

 

 

Companhia Siderurgica Nacional SA, ADR

 

5,611

 

$

179,159

 

Gerdau SA, ADR

 

7,148

 

121,730

 

Vale SA, ADR

 

9,480

 

275,204

 

 

 

 

 

576,093

 

Canada (5.94%)

 

 

 

 

 

Cameco Corp.

 

3,004

 

97,225

 

Teck Resources, Ltd., Class B*

 

4,422

 

155,309

 

 

 

 

 

252,534

 

China (0.97%)

 

 

 

 

 

Angang Steel Co., Ltd.

 

8,000

 

17,663

 

Jiangxi Copper Co., Ltd.

 

10,000

 

23,678

 

 

 

 

 

41,341

 

 

 

 

 

 

 

Germany (2.95%)

 

 

 

 

 

Salzgitter AG

 

292

 

28,673

 

ThyssenKrupp AG

 

2,550

 

96,587

 

 

 

 

 

125,260

 

 

 

 

 

 

 

India (2.75%)

 

 

 

 

 

Sterlite Industries India, Ltd., ADR

 

6,425

 

117,064

 

 

 

 

 

 

 

Japan (10.20%)

 

 

 

 

 

JFE Holdings, Inc.

 

3,600

 

141,146

 

Nippon Steel Corp.

 

40,000

 

161,126

 

Sumitomo Metal Industries, Ltd.

 

27,000

 

72,217

 

Sumitomo Metal Mining Co., Ltd.

 

4,000

 

59,251

 

 

 

 

 

433,740

 

 

 

 

 

 

 

Luxembourg (0.61%)

 

 

 

 

 

Evraz Group SA, GDR*(a)

 

924

 

26,103

 

 

 

 

 

 

 

Mexico (1.55%)

 

 

 

 

 

Grupo Mexico SAB de CV, Series B

 

28,700

 

65,642

 

 

 

 

 

 

 

Netherlands (5.63%)

 

 

 

 

 

ArcelorMittal

 

5,181

 

239,207

 

 

 

 

 

 

 

Norway (0.87%)

 

 

 

 

 

Norsk Hydro ASA*

 

4,400

 

37,101

 

 

 

 

 

 

 

Russia (4.78%)

 

 

 

 

 

MMC Norilsk Nickel ADR*

 

14,161

 

203,210

 

 

 

 

 

 

 

South Korea (5.03%)

 

1,630

 

213,693

 

POSCO, ADR

 

 

 

 

 

 

 

 

 

 

 

United Kingdom (29.10%)

 

 

 

 

 

Anglo American Plc*

 

7,153

 

313,148

 

Antofagasta Plc

 

2,651

 

42,467

 

BHP Billiton Plc

 

9,753

 

314,205

 

Kazakhmys Plc*

 

1,534

 

32,897

 

Rio Tinto Plc

 

5,830

 

319,155

 

Xstrata Plc*

 

11,894

 

215,311

 

 

 

 

 

1,237,183

 

United States (14.97%)

 

 

 

 

 

Alcoa, Inc.

 

7,429

 

119,755

 

Cliffs Natural Resources, Inc.

 

989

 

45,583

 

Freeport-McMoRan Copper & Gold, Inc.*

 

2,618

 

210,199

 

Mechel Steel Group, ADR

 

1,000

 

18,820

 

Nucor Corp.

 

2,395

 

111,727

 

Southern Copper Corp.

 

1,295

 

42,618

 

Steel Dynamics, Inc.

 

1,566

 

27,750

 

United States Steel Corp.

 

1,088

 

59,971

 

 

 

 

 

636,423

 

 

 

 

 

 

 

TOTAL COMMON STOCKS

 

 

 

 

 

(Cost $3,894,017)

 

 

 

4,204,594

 

 

 

 

 

 

 

TOTAL INVESTMENTS (98.90%)

 

 

 

 

 

(Cost $3,894,017)

 

 

 

4,204,594

 

 

 

 

 

 

 

NET OTHER ASSETS AND LIABILITIES (1.10%)

 

 

 

46,587

 

 

 

 

 

 

 

NET ASSETS (100.00%)

 

 

 

$

4,251,181

 

 


*                          Non-income producing security.

(a)                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 Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At period end, the aggregate market value of those securities was $26,103, representing 0.61% of net assets.

 

Common Abbreviations:

ADR -

American Depositary Receipt.

AG -

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

ASA -

Allmennaksjeselskap is the Norweigan term for a public limited company.

GDR -

Global Depository Receipt.

Ltd. -

Limited.

Plc -

Public Limited Co.

SA -

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

SAB de CV - A variable capital company.

 

See Notes to Financial Statements.

 

11



Table of Contents

 

 

STATEMENTS OF ASSETS & LIABILITIES

December 31, 2009

 

 

 

Jefferies | TR/J CRB
Global Commodity
Equity Index Fund

 

Jefferies | TR/J CRB
Global Agriculture
Equity Index Fund

 

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

 

 

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

Investments, at value

 

$

70,587,786

 

$

4,213,087

 

$

4,204,594

 

Cash

 

 

11,025

 

50,155

 

Foreign currency, at value (Cost $55,754, $15,521, and $1,160, respectively)

 

55,881

 

15,555

 

1,155

 

Receivable for investments and currency contracts sold

 

505,009

 

8,939

 

 

Foreign tax reclaims

 

164

 

 

 

Interest and dividends receivable

 

33,257

 

2,122

 

2,300

 

Total Assets

 

71,182,097

 

4,250,728

 

4,258,204

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Distributions payable

 

202,000

 

25,500

 

 

Payable to advisor

 

35,940

 

2,360

 

2,281

 

Payable to custodian

 

263,886

 

 

 

Payable for investments and currency contracts purchased

 

22,519

 

 

4,742

 

Total Liabilities

 

524,345

 

27,860

 

7,023

 

NET ASSETS

 

$

70,657,752

 

$

4,222,868

 

$

4,251,181

 

 

 

 

 

 

 

 

 

NET ASSETS CONSIST OF:

 

 

 

 

 

 

 

Paid-in capital

 

$

67,622,358

 

$

3,930,030

 

$

3,941,376

 

Overdistributed net investment income

 

(9,317

)

(2,653

)

(1,010

)

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

 

(46,347

)

30,728

 

243

 

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

 

3,091,058

 

264,763

 

310,572

 

NET ASSETS

 

$

70,657,752

 

$

4,222,868

 

$

4,251,181

 

 

 

 

 

 

 

 

 

INVESTMENTS, AT COST

 

$

67,496,855

 

$

3,948,358

 

$

3,894,017

 

 

 

 

 

 

 

 

 

PRICING OF SHARES

 

 

 

 

 

 

 

Net Assets

 

$

70,657,752

 

$

4,222,868

 

$

4,251,181

 

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

 

1,650,000

 

100,000

 

100,000

 

Net Asset value, offering and redemption price per share

 

$

42.82

 

$

42.23

 

$

42.51

 

 

See Notes to Financial Statements.

 

12



Table of Contents

 

 

STATEMENTS OF OPERATIONS

For the Period December 31, 2009(a)

 

 

 

Jefferies | TR/J CRB
Global Commodity
Equity Index Fund

 

Jefferies | TR/J CRB
Global Agriculture
Equity Index Fund

 

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

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

Dividends(b)

 

$

283,695

 

$

27,421

 

$

4,474

 

Total Investment Income

 

283,695

 

27,421

 

4,474

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

Investment advisory fee

 

84,411

 

4,843

 

4,738

 

Total Net Expenses

 

84,411

 

4,843

 

4,738

 

NET INVESTMENT INCOME/(LOSS)

 

199,284

 

22,578

 

(264

)

 

 

 

 

 

 

 

 

Net realized gain/(loss) on investments

 

(49,000

)

31,781

 

507

 

Net realized loss on foreign currency transactions

 

(9,266

)

(784

)

(1,010

)

Net change in unrealized appreciation on investments

 

3,090,931

 

264,729

 

310,577

 

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

 

127

 

34

 

(5

)

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

 

3,032,792

 

295,760

 

310,069

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

3,232,076

 

$

318,338

 

$

309,805

 

 


(a)          For the period September 21, 2009 (Inception) through December 31, 2009 for the Jefferies | TR/J CRB Global Commodity Equity Index Fund and for the period October 27, 2009 (Inception) through December 31, 2009 for the Jefferies | TR/J CRB Global Agriculture Equity Index Fund and Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund.

(b)          Net of foreign withholding tax of $16,238, $626, and $162, respectively.

 

See Notes to Financial Statements.

 

13



Table of Contents

 

 

STATEMENT OF CHANGES IN NET ASSETS

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND

 

 

 

For the Period
September 21, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

OPERATIONS:

 

 

 

Net investment income

 

$

199,284

 

Net realized loss on investments and foreign currency transactions

 

(58,266

)

Net change in unrealized appreciation on investments and foreign currency

 

3,091,058

 

Net increase in net assets resulting from operations

 

3,232,076

 

 

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

From net investment income

 

(202,000

)

Total distributions

 

(202,000

)

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

Proceeds from sale of shares

 

69,712,566

 

Value of shares redeemed

 

(2,084,890

)

Net increase from share transactions

 

67,627,676

 

Net increase in net assets

 

70,657,752

 

 

 

 

 

NET ASSETS:

 

 

 

Beginning of period

 

 

End of period*

 

$

70,657,752

 

 


*Including overdistributed net investment income of:

 

$

(9,317

)

 

 

 

 

Other Information:

 

 

 

SHARE TRANSACTIONS:

 

 

 

Beginning shares

 

 

Shares sold

 

1,700,000

 

Shares redeemed

 

(50,000

)

Shares outstanding, end of period

 

1,650,000

 

 

See Notes to Financial Statements.

 

14



Table of Contents

 

 

STATEMENT OF CHANGES IN NET ASSETS

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND

 

 

 

For the Period
October 27, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

OPERATIONS:

 

 

 

Net investment income

 

$

22,578

 

Net realized gain on investments and foreign currency transactions

 

30,997

 

Net change in unrealized appreciation on investments and foreign currency

 

264,763

 

Net increase in net assets resulting from operations

 

318,338

 

 

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

From net investment income

 

(25,500

)

Total distributions

 

(25,500

)

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

Proceeds from sale of shares

 

3,930,030

 

Value of shares redeemed

 

 

Net increase from share transactions

 

3,930,030

 

Net increase in net assets

 

4,222,868

 

 

 

 

 

NET ASSETS:

 

 

 

Beginning of period

 

 

End of period*

 

$

4,222,868

 

 


*Including overdistributed net investment income of:

 

$

(2,653

)

 

 

 

 

Other Information:

 

 

 

SHARE TRANSACTIONS:

 

 

 

Beginning shares

 

 

Shares sold

 

100,000

 

Shares redeemed

 

 

Shares outstanding, end of period

 

100,000

 

 

See Notes to Financial Statements.

 

15



Table of Contents

 

 

STATEMENT OF CHANGES IN NET ASSETS

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

 

 

 

For the Period
October 27, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

OPERATIONS:

 

 

 

Net investment loss

 

$

(264

)

Net realized loss on investments and foreign currency transactions

 

(503

)

Net change in unrealized appreciation on investments and foreign currency

 

310,572

 

Net increase in net assets resulting from operations

 

309,805

 

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

Proceeds from sale of shares

 

3,941,376

 

Value of shares redeemed

 

 

Net increase from share transactions

 

3,941,376

 

Net increase in net assets

 

4,251,181

 

 

 

 

 

NET ASSETS:

 

 

 

Beginning of period

 

 

End of period*

 

$

4,251,181

 

 


*Including overdistributed net investment income of:

 

$

(1,010

)

 

 

 

 

Other Information:

 

 

 

SHARE TRANSACTIONS:

 

 

 

Beginning shares

 

 

Shares sold

 

100,000

 

Shares redeemed

 

 

Shares outstanding, end of period

 

100,000

 

 

See Notes to Financial Statements.

 

16



Table of Contents

 

 

FINANCIAL HIGHLIGHTS

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND
For a Share Outstanding Throughout the Period Presented

 

 

 

For the Period
September 21, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

39.74

 

 

 

 

 

INCOME FROM OPERATIONS:

 

 

 

Net investment income

 

0.12

 

Net realized and unrealized gain on investments

 

3.08

 

Total from Investment Operations

 

3.20

 

 

 

 

 

LESS DISTRIBUTIONS:

 

 

 

From net investment income

 

(0.12

)

Total Distributions

 

(0.12

)

NET INCREASE IN NET ASSET VALUE

 

3.08

 

NET ASSET VALUE, END OF PERIOD

 

$

42.82

 

TOTAL RETURN(a)

 

8.06

%

 

 

 

 

RATIOS/ SUPPLEMENTAL DATA:

 

 

 

Net assets, end of period (in 000s)

 

$

70,658

 

 

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

Net investment income including reimbursement/waiver

 

1.53

%(b)

Operating expenses

 

0.65

%(b)

PORTFOLIO TURNOVER RATE(c)

 

7

%

 


(a)

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period. The return presented does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return calculated for a period of less than one year is not annualized.

(b)

Annualized.

(c)

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

 

See Notes to Financial Statements.

 

17



Table of Contents

 

 

FINANCIAL HIGHLIGHTS

JEFFERIES | TR/J CRB GLOBAL AGRICULTURE EQUITY INDEX FUND
For a Share Outstanding Throughout the Period Presented

 

 

 

For the Period
October 27, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

39.30

 

 

 

 

 

INCOME FROM OPERATIONS:

 

 

 

Net investment income

 

0.23

 

Net realized and unrealized gain on investments

 

2.96

 

Total from Investment Operations

 

3.19

 

 

 

 

 

LESS DISTRIBUTIONS:

 

 

 

From net investment income

 

(0.26

)

Total Distributions

 

(0.26

)

NET INCREASE IN NET ASSET VALUE

 

2.93

 

NET ASSET VALUE, END OF PERIOD

 

$

42.23

 

TOTAL RETURN(a)

 

8.10

%

 

 

 

 

RATIOS/ SUPPLEMENTAL DATA:

 

 

 

Net assets, end of period (in 000s)

 

$

4,223

 

 

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

Net investment income including reimbursement/waiver

 

3.03

%(b)

Operating expenses

 

0.65

%(b)

PORTFOLIO TURNOVER RATE(c)

 

9

%

 


(a)

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period. The return presented does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return calculated for a period of less than one year is not annualized.

(b)

Annualized.

(c)

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

 

See Notes to Financial Statements.

 

18



Table of Contents

 

 

FINANCIAL HIGHLIGHTS

JEFFERIES | TR/J CRB GLOBAL INDUSTRIAL METALS EQUITY INDEX FUND
For a Share Outstanding Throughout the Period Presented

 

 

 

For the Period
October 27, 2009 (Inception)
through December 31, 2009

 

 

 

 

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

39.41

 

 

 

 

 

INCOME/(LOSS) FROM OPERATIONS:

 

(0.00

)(a)

Net investment loss

 

3.10

 

Net realized and unrealized gain on investments

 

3.10

 

Total from Investment Operations

 

3.10

 

NET INCREASE IN NET ASSET VALUE

 

$

42.51

 

NET ASSET VALUE, END OF PERIOD

 

7.87

%

TOTAL RETURN(b)

 

 

 

 

 

 

 

RATIOS/ SUPPLEMENTAL DATA:

 

 

 

Net assets, end of period (in 000s)

 

$

4,251

 

 

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

Net investment loss including reimbursement/waiver

 

(0.04

)%(c)

Operating expenses

 

0.65

%(c)

PORTFOLIO TURNOVER RATE(d)

 

5

%

 


(a)

Less than $0.005 per share.

(b)

Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the net asset value on the last day of the period. The return presented does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return calculated for a period of less than one year is not annualized.

(c)

Annualized.

(d)

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

 

See Notes to Financial Statements.

 

19



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

1.  ORGANIZATION

 

The ALPS ETF Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust on September 13, 2007 and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of the year end, the Trust consists of five separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the Jefferies | TR/J CRB Global Commodity Equity Index Fund, Jefferies | TR/J CRB Global Agriculture Equity Index Fund and Jefferies | TR/J CRB Global Industrial Metals Equity Index Fund (the “Funds”).

 

The Funds’ Shares are listed on the NYSE Arca. Unlike conventional mutual funds, the Funds issue and redeem Shares on a continuous basis, at NAV, only in large specified blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Funds. The investment objective of the Funds is to seek investment results that correspond generally to the price and yield (before the Funds’ fees and expenses) of the Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index, the Thomson Reuters/Jefferies CRB In-The-Ground Global Agriculture Equity Index and the Thomson Reuters/Jefferies CRB In-The-Ground Global Industrial Metals Equity Index, respectively.

 

2.  SIGNIFICANT ACCOUNTING POLICIES

 

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

 

A. Portfolio Valuation

 

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

 

The Funds’ investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Trust’s Board of Trustees. Portfolio securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“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 asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Portfolio securities traded in the over-the-counter market, but excluding securities traded on the NASDAQ, are valued at the closing bid prices. Short-term investments that mature in less than 60 days are valued at amortized cost.

 

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. 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 pricing source; a security with respect to which an event has occurred that is most likely to materially affect the value of the security after the market has closed but before the calculation of the Funds’ NAV or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, does not reflect the security’s “fair value.” As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

 

Valuing the Funds’ securities using fair value pricing will result in using prices for those securities that may differ from current market valuations. Use of fair value prices and certain market valuations could result in a difference between the prices used to calculate the Funds’ NAV and the prices used by the Index, which, in turn, could result in a difference between the Funds’ performance and the performance of the underlying Index.

 

20



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

B. Foreign Currency Translation and Foreign Investments

 

The Funds invest in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. Corporations.

 

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

 

C. Securities Transactions and Investment Income

 

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

 

D. Federal Tax Information

 

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

 

For the year ended December 31, 2009, permanent book and tax differences resulting primarily from differing treatment of foreign currency were identified and reclassified among the components of the Funds’ net assets as follows:

 

 

 

Accumulated Net

 

Accumulated Net

 

 

 

 

 

Investment

 

Realized

 

 

 

 

 

Income/(Loss)

 

Gain/(Loss)

 

Paid-in-Capital

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

$

(6,601

)

$

11,919

 

$

(5,318

)

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

$

269

 

$

(269

)

$

0

 

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

 

$

(746

)

$

746

 

$

0

 

 

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

 

Capital losses incurred after October 31 (“post-October losses”) within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year.

 

The Funds intend to defer to their fiscal year ending December 31, 2010 the following losses recognized during the period from November 1, 2009 to December 31, 2009:

 

 

 

Post-October
Currency Losses

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

$

4,166

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

$

2,653

 

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

 

$

1,010

 

 

21



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

E. Dividends and Distributions to Shareholders

 

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

 

Distributions from income and capital gains are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences and differing characterization of distributions made by the Funds.

 

The tax character of the distributions paid was as follows:

 

 

 

Period Ended
December 31, 2009
Distributions paid from:
Ordinary Income

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

$

202,000

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

$

25,500

 

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

 

$

0

 

 

As of December 31, 2009, the components of distributable earnings on a tax basis for the Funds were as follows:

 

 

 

 

 

 

 

Jefferies | TR/J CRB

 

 

 

Jefferies | TR/J CRB

 

Jefferies | TR/J CRB

 

Global Industrial

 

 

 

Global Commodity

 

Global Agriculture

 

Metals Equity

 

 

 

Equity Index Fund

 

Equity Index Fund

 

Index Fund

 

Undistributed net investment income

 

$

59,091

 

$

30,728

 

$

2,652

 

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

 

2,980,292

 

264,763

 

308,163

 

Other Cumulative Effect of Timing Differences

 

(3,989

)

(2,653

)

(1,010

)

Total

 

$

3,035,394

 

$

292,838

 

$

309,805

 

 

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

 

F. Income Taxes

 

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

 

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

 

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

 

22



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

G. Fair Value Measurements

 

A three-tier hierarchy has been established to measure fair value based on the extent of use of “observable inputs” as compared to “unobservable inputs” for disclosure purposes and requires additional disclosures about these valuations measurements. Inputs refer broadly to the assumptions that market participants would use in pricing a security. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the security developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the security developed based on the best information available in the circumstances.

 

The three-tier hierarchy is summarized as follows:

 

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund Assets:

 

Investments in Securities at Value

 

Level 1-
Quoted Prices

 

Level 2-
Other Significant
Observable Inputs

 

Level 3-
Significant
Unobservable
Inputs

 

Total

 

Common Stocks

 

$

70,586,016

 

$

 

$

 

$

70,586,016

 

Rights

 

 

1770

 

 

1,770

 

TOTAL

 

$

70,586,016

 

$

1,770

 

$

 

$

70,587,786

 

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund Assets:

 

 

 

 

 

Level 2-

 

Level 3-
Significant

 

 

 

 

 

Level 1-

 

Other Significant

 

Unobservable

 

 

 

Investments in Securities at Value

 

Quoted Prices

 

Observable Inputs

 

Inputs

 

Total

 

Common Stocks

 

$

4,213,087

 

$

 

$

 

$

4,213,087

 

TOTAL

 

$

4,213,087

 

$

 

$

 

$

4,213,087

 

 

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

 

 

 

 

 

Level 2-

 

Level 3-
Significant

 

 

 

 

 

Level 1-

 

Other Significant

 

Unobservable

 

 

 

Investments in Securities at Value

 

Quoted Prices

 

Observable Inputs

 

Inputs

 

Total

 

Common Stocks

 

$

4,204,594

 

$

 

$

 

$

4,204,594

 

TOTAL

 

$

4,204,594

 

$

 

$

 

$

4,204,594

 

 

All securities of the Funds were valued using either Level 1 or Level 2 inputs during the period ended December 31, 2009. Thus a reconciliation of assets in which significant unobservable inputs (Level 3) were used is not applicable.

 

In April 2009, FASB issued “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which provides additional guidance for estimating fair value in accordance with Fair Value Measurements when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. Additionally, it amends the Fair Value Measurement Standard by expanding disclosure requirements for reporting entities surrounding the major categories of assets and liabilities carried at fair value. The required disclosures have been incorporated into the summary of inputs tables above. Applying  this guidance did not have a material impact on the Funds’ financial statements.

 

23



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

3.  FOREIGN CURRENCY EXCHANGE CONTRACTS

 

The Funds buy and sell securities denominated in currencies other than the U.S. dollar and it is the Funds’ standard practice to purchase or sell foreign currencies on a “spot” or cash basis at the prevailing rate in the foreign currency exchange market or enter into forward foreign currency exchange contracts to settle the transaction in the proper currency. The Funds do not typically enter into forward foreign currency exchange contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar-denominated investment securities.

 

When entering into a spot or forward foreign currency contract, the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued at each portfolio valuation, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the spot or forward foreign exchange rates at the dates of entry into the contracts and the spot or forward rates at the reporting date, is included in the statement of assets and liabilities. Realized and unrealized gains and losses are included in the statement of operations. These instruments involve market risk and credit risk in excess of the amount recognized in the statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency exchange rates.

 

As of December 31, 2009, the Jefferies | TR/J CRB Global Commodity Equity Index Fund had the following spot/forward foreign currency contracts included on the statement of assets and liabilities:

 

Contracts Sold

 

Settlement Date

 

Unrealized Gain/(Loss)

 

37,140 Hong Kong Dollars

vs.

4,789 US Dollars

 

January 5, 2010

 

(1

)

17,092 Hong Kong Dollars

vs.

2,204 US Dollars

 

January 5, 2010

 

 

13,698 Hong Kong Dollars

vs.

1,766 US Dollars

 

January 5, 2010

 

 

33,146 Hong Kong Dollars

vs.

4,274 US Dollars

 

January 5, 2010

 

(1

)

969 Australian Dollars

vs.

865 US Dollars

 

January 6, 2010

 

(6

)

2,839 Australian Dollars

vs.

2,536 US Dollars

 

January 6, 2010

 

(17

)

4,199 Canadian Dollars

vs.

3,987 US Dollars

 

January 6, 2010

 

(19

)

2,018 Singapore Dollars

vs.

1,436 US Dollars

 

January 6, 2010

 

(1

)

11,551 Canadian Dollars

vs.

10,966 US Dollars

 

January 6, 2010

 

(52

)

4,257 Euros

vs.

6,093 US Dollars

 

January 6, 2010

 

(15

)

2,708 British Pound Sterling

vs.

4,365 US Dollars

 

January 6, 2010

 

(7

)

977 Canadian Dollars

vs.

928 US Dollars

 

January 6, 2010

 

(4

)

2,008 British Pound Sterling

vs.

3,237 US Dollars

 

January 6, 2010

 

(5

)

2,257 British Pound Sterling

vs.

3,639 US Dollars

 

January 6, 2010

 

(6

)

4,526 Euros

vs.

6,478 US Dollars

 

January 6, 2010

 

(16

)

6.656 British Pound Sterling

vs.

10,731 US Dollars

 

January 6, 2010

 

(18

)

1,129 British Pound Sterling

vs.

1,820 US Dollars

 

January 6, 2010

 

(3

)

3,431 British Pound Sterling

vs.

5,531 US Dollars

 

January 6, 2010

 

(9

)

 

Contracts Purchased

 

Settlement Date

 

Unrealized Gain/(Loss)

 

4,639 US Dollars

vs.

5,161 Australian Dollars

 

January 4, 2010

 

 

 

24



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

4.  INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

 

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

 

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

 

Arrow Investment Advisors, LLC acts as the Funds’ sub-adviser (the “Sub-Adviser”) pursuant to a sub-advisory agreement with the Investment Adviser (the “Sub-Advisory Agreement”). According to this agreement, the Investment Adviser pays the Sub-Adviser on a monthly basis, an annual rate of 0.05% of the Funds’ average daily net assets. The Investment Adviser will pay the Sub-Adviser a minimum of $40,000 per year per Fund.

 

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

 

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

 

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

 

5.  PURCHASES AND SALES OF SECURITIES

 

For the period ended December 31, 2009, the cost of purchases and proceeds from sales of investment securities, excluding short- term investments and in-kind transactions, were as follows:

 

 

 

Purchases

 

Sales

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

$

8,949,644

 

$

3,446,136

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

714,062

 

361,766

 

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

 

178,215

 

226,080

 

 

For the period ended December 31, 2009, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

 

 

Purchases

 

Sales

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

$

63,274,952

 

$

1,226,683

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

3,565,647

 

 

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

 

3,941,376

 

 

 

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

 

25



Table of Contents

 

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

 

As of December 31, 2009, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/ (depreciation) on investments were as follows:

 

 

 

Jefferies | TR/J CRB
Global Commodity
Equity Index Fund

 

Jefferies | TR/J CRB
Global Agriculture
Equity Index Fund

 

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

 

Gross Appreciation (excess of value over tax cost)

 

$

3,805,400

 

$

337,414

 

$

349,813

 

Gross Depreciation (excess of tax cost over value)

 

(825,235

)

(72,685

)

(41,645

)

Gross Appreciation/(Depreciation) of foreign currency and other derivatives

 

127

 

34

 

(5

)

Net Unrealized Appreciation

 

2,980,292

 

264,763

 

308,163

 

Cost of investments for income tax purposes

 

67,607,621

 

3,948,358

 

3,896,426

 

 

6.  CAPITAL SHARE TRANSACTIONS

 

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

 

7.  INDEMNIFICATIONS

 

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

 

8.  SUBSEQUENT EVENTS

 

Management has evaluated whether any events or transactions occurred subsequent to December 31, 2009 through February 24, 2010, the date of issuance of the Funds’ financial statements, and determined that there were no other material events or transactions that would require recognition or disclosure in the Funds’ financial statements.

 

26



Table of Contents

 

 

ADDITIONAL INFORMATION (UNAUDITED)

December 31, 2009

 

PROXY VOTING POLICIES AND PROCEDURES

 

A description of the policies and procedures that the Funds use to determine how to vote proxies and information on how the Funds voted proxies relating to portfolio securities during the period ending June 30, 2010 will be available (1) without charge, upon request, by calling (866) 513-5856; (2) on the Trust’s website located at http://www.alpsetfs.com; and (3) on the SEC’s website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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

 

TAX INFORMATION

 

Tax Designations

 

The Funds designate the following amounts for the fiscal year ended December 31, 2009:

 

Jefferies | TR/J CRB Global Commodity Equity Index Fund

 

 

 

Qualified Dividend Income

 

100.00

%

Corporate Dividends Received Deduction

 

82.39

%

 

 

 

 

Jefferies | TR/J CRB Global Agriculture Equity Index Fund

 

 

 

Qualified Dividend Income

 

93.89

%

Corporate Dividends Received Deduction

 

93.89

%

 

 

 

 

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

 

 

 

Qualified Dividend Income

 

0.00

%

Corporate Dividends Received Deduction

 

0.00

%

 

27



Table of Contents

 

 

TRUSTEES & OFFICERS

December 31, 2009

 

INDEPENDENT TRUSTEES

 

Name,
Address
and Age of
Management
Trustee*

 

Position(s)
Held
with Trust

 

Term of Office
and Length of
Time Served**

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund Complex
Overseen by
Trustees***

 

Other
Directorships
Held by Trustees

Mary K. Anstine,
age 69

 

Trustee

 

Since March 2008

 

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

 

19

 

Ms. Anstine is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Variable Insurance Trust (5 funds); Financial Investors Trust (7 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

 

 

 

 

 

 

 

 

 

 

 

Jeremy W. Deems,
age 33

 

Trustee

 

Since March 2008

 

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

 

14

 

Mr. Deems is a Trustee of ALPS Variable Insurance Trust (1 fund); Financial Investors Trust (7 funds); and Reaves Utility Income Fund.

 

 

 

 

 

 

 

 

 

 

 

Rick A. Pederson,
age 57

 

Trustee

 

Since  March 2008

 

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

 

9

 

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

 


*

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

**

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

***

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

 

28



Table of Contents

 

INTERESTED TRUSTEE

 

Name, Address
and Age of
Management
Trustee*

 

Position(s)
Held
with Trust

 

Term of Office
and Length of
Time Served**

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund Complex
Overseen by
Trustees***

 

Other
Directorships
Held by Trustees

Thomas A. Carter,
age 43

 

Trustee and President

 

Since March 2008

 

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

 

14

 

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

 


*

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

**

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

***

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

 

29



Table of Contents

 

OFFICERS

 

Name, Address
and Age of
Executive Officer*

 

Position(s)
Held
with Trust

 

Length of Time
Served**

 

Principal Occupation(s) During Past 5 Years

Melanie Zimdars,
age 33

 

Chief Compliance Officer (“CCO”)

 

Since December 2009

 

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

 

 

 

 

 

 

 

Kimberly R. Storms,
age 37

 

Treasurer

 

Since March 2008

 

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

 

 

 

 

 

 

 

William Parmentier,
age 57

 

Vice President

 

Since March 2008

 

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

 

 

 

 

 

 

 

Tané T. Tyler,
age 44

 

Secretary

 

Since December 2008

 

Ms. Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms. Tyler joined ALPS in 2004. She served as Secretary, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund from December 2006-2008; Secretary, Reaves Utility Income Fund from December 2004–2007; Secretary, Westcore Funds from February 2005–2007; Secretary, First Funds from November 2004 to January 2007; Secretary, Financial Investors Variable Insurance Trust from December 2004–December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September 1991 to December 2003.

 

 

 

 

 

 

 

Monette R. Nickels,
age 38

 

Tax Officer

 

Since December 2009

 

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

 


*

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

**

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

 

30



Table of Contents

 

 

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT

December 31, 2009

 

At an in-person meeting held on August 28, 2009, the Board of Trustees of the Trust (the “Board”), including the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act, as amended (the “Independent Trustees”), evaluated proposals to approve the Advisory Agreement between the Trust and the Investment Adviser with respect to the Funds. At the same in person meeting, the Board also evaluated the proposal to approve the Sub-Advisory Agreement among the Investment Adviser, the Trust and the Sub-Adviser with respect to the Funds. The Independent Trustees also met separately with their independent legal counsel to consider the Advisory and Sub-Advisory Agreements.

 

In evaluating the Advisory and Sub-Advisory Agreements, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Investment Adviser and Sub-Adviser with respect to the Funds under the Advisory and Sub-Advisory Agreements, (ii) costs to the Investment Adviser and Sub-Adviser of their respective services; and (iii) the extent to which economies of scale would be realized if and as the Funds grow and whether the fee level in the Advisory and Sub- Advisory Agreements reflects these economies of scale.

 

The Board of Trustees, including a majority of the Independent Trustees, determined that approval of the Advisory and Sub-Advisory Agreements were in the best interests of the Funds. The Board of Trustees, including the Independent Trustees, did not identify any single factor or group of factors as all important or controlling and considered all factors together. In evaluating whether to approve the Advisory and Sub-Advisory Agreements for the Funds, the Board considered numerous factors, as described below.

 

With respect to the nature, extent and quality of the services to be provided by the Investment Adviser under the Advisory Agreement and the Sub-Adviser under the Sub-Advisory Agreement, the Board considered and reviewed information concerning the services proposed to be provided under the Advisory and the Sub-Advisory Agreements, the proposed investment parameters of the index for the Funds, financial information regarding the Investment Adviser, its parent company and the Sub-Adviser, information describing the Investment Adviser’s and Sub-Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of the Funds, the anticipated financial support of the Funds and the nature and quality of services provided to other exchange-traded (“ETFs”), open-end and closed-end funds by the Investment Adviser and nature and quality of services provided to investment products by the Sub-Adviser. Based upon their review, the Board concluded that the Investment Adviser was qualified to oversee the services to be provided by other service providers and that the services to be provided by the Investment Adviser to the Funds are expected to be satisfactory. The Board also concluded that the Sub-Adviser was qualified to manage the Funds and that the services to be provided by the Sub-Adviser to the Funds are expected to be satisfactory.

 

With respect to the costs of services to be provided and profits to be realized by the Investment Adviser and Sub-Adviser, the Board considered the resources involved in managing the Funds as well as the fact that the Adviser agreed to pay all of the Funds’ expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Funds’ business) out of the unitary advisory fee. The Board also took into account payments that Jefferies Asset Management will make to ALPS pursuant to the Business and Expense Agreements and the effect of these payments on the profitability of the Funds to ALPS. Based on its review, the Board concluded that the expected profitability of the Funds to the Adviser and the Sub-Adviser, respectively, were not unreasonable.

 

The Board also reviewed information provided by the Investment Adviser showing the proposed advisory fees for the Funds as compared to those of a peer group of ETFs compiled using Lipper comparative fee data. The Board noted the services to be provided by the Adviser for the annual advisory fee of 0.65% of the Funds’ average daily net assets. The Board also considered that the advisory fee was a unitary one and that, as set forth above, the Investment Adviser had agreed to pay all of the Funds’ expenses (except for interest expenses, marketing fees, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Funds’ business) out of the unitary fee. The Board considered that, taking into account the impact of the Funds’ unitary advisory fee, the Funds’ expense ratios were expected to be within range of the expense ratios of the peer group of ETFs provided by the Adviser. The Board considered the extent to which economies of scale would be realized as the Funds grow and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of Fund investors. Because the Funds are newly organized, the Board reviewed the Funds’ proposed unitary advisory fee and anticipated expenses and determined to review economies of scale in the future when the Funds had attracted assets.

 

The Board also considered other benefits that may be realized by the Adviser and/or the Sub-Adviser from their relationship with the Funds.

 

In voting to approve the Advisory and Sub-Advisory Agreements, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory and Sub-Advisory Agreements 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 Trustees considered relevant in the exercise of their reasonable business judgment.

 

31



Table of Contents

 

INTENTIONALLY LEFT BLANK

 



Table of Contents

 

 

 

This report has been prepared for the Jefferies | TR/J CRB Global Equity Index Funds’ shareholders and may be distributed to others only if preceded or accompanied by a prospectus.

 

ALPS Distributors, Inc., distributor for the ETFs.

 

JEF000164 8/30/10

 



 

Item 2.                                   Code of Ethics.

 

(a)          The Registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the Registrant.

 

(b)         Not applicable.

 

(c)          During the period covered by this report, no amendments to the provisions of the code of ethics adopted in 2(a) above were made.

 

(d)         During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

 

(e)          Not applicable.

 

(f)            The Registrant’s Code of Ethics is attached as an Exhibit hereto.

 

Item 3.                                   Audit Committee Financial Expert.

 

The Board of Trustees of the Registrant has determined that the Registrant has at least one Audit Committee Financial Expert serving on its audit committee. The Board of Trustees of the Registrant has designated Jeremy W. Deems as the Registrant’s “Audit Committee Financial Expert”.  Mr. Deems is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4.                                   Principal Accountant Fees and Services.

 

(a)                                  Audit Fees:  For the Registrant’s fiscal year ended December 31, 2009 and December 31, 2008, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $89,000 and $27,200, respectively.

 

(b)                                 Audit-Related Fees:  For the Registrant’s fiscal year ended December 31, 2009 and December 31, 2008, the aggregate fees billed for professional services rendered by the principal accountant for the verification of the Registrant’s securities and similar investments in accordance with Rule 17f-2 under the Investment Company Act of 1940 were $6,000 and $6,000, respectively.

 

2



 

(c)                                  Tax Fees:  For the Registrant’s fiscal year ended December 31, 2009 and December 31, 2008, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $28,500 and $5,500, respectively.  The fiscal year 2009 and 2008 tax fees were for services pertaining to federal and state income tax return review, review of year end dividend distributions and excise tax preparation.

 

(d)                                 All Other Fees:  For the Registrant’s fiscal year ended December 31, 2009 and December 31, 2008, aggregate fees billed to the Registrant by the principal accountant for services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item 4 were $0 and $3,500, respectively.  These services were associated with the formation of the Fund.

 

(e)(1)                    Audit Committee Pre-Approval Policies and ProceduresAll services to be performed by the Registrant’s principal accountant must be pre-approved by the Registrant’s audit committee.

 

(e)(2)                    No services described in paragraphs (b) through (d) of this Item were approved by the Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)                                    Not applicable.

 

(g)                                 The aggregate non-audit fees billed by the Registrant’s accountant for the fiscal year ended December 31, 2009 and December 31, 2008 of the Registrant were $201,500 and $198,000, respectively.  These fees consisted of non-audit fees billed to (i) the Registrant of $28,500 and $5,500 as described in response to paragraph (c) above and (ii) to ALPS Fund Services, Inc. (“AFS”), an entity under common control with ALPS Advisors, Inc., the Registrant’s investment adviser, of $173,000 and $192,500, respectively.  The non-audit fees billed to AFS related to SAS 70 services and other compliance-related matters.

 

(h)                                 The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence. The Registrant’s audit committee determined that the provision of such non-audit services is compatible with maintaining the principal accountant’s independence.

 

Item 5.                                   Audit Committee of Listed Registrants.

 

Not applicable.

 

3



 

Item 6.                                   Investments.

 

(a)          Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR.

 

(b)         Not applicable.

 

Item 7.                                   Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8.                                   Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9.                                   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10.                             Submission of Matters to Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2) of Regulation S-K, or this Item.

 

Item 11.                             Controls and Procedures.

 

(a)            The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

 

(b)           There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12.         Exhibits.

 

(a)(1)      Registrant’s Code of Ethics for Senior Financial Officers, which is the subject of the disclosure required by Item 2 of Form N-CSR, was filed as Exhibit 12(a)(1) to the Registrant’s Certified Shareholder Report on Form N-CSR, File No. 811-22175, on March 6, 2009.

 

4



 

(a)(2)      The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.Cert.

 

(a)(3)      Not applicable.

 

(b)           The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906Cert.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ALPS ETF TRUST

 

 

 

By:

/s/ Thomas A. Carter

 

 

Thomas A. Carter

 

 

President (Principal Executive Officer)

 

 

 

 

Date:

March 8, 2010

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/ Thomas A. Carter

 

 

Thomas A. Carter

 

 

President (Principal Executive Officer)

 

 

 

 

Date:

March 8, 2010

 

 

 

 

By:

/s/ Kimberly R. Storms

 

 

Kimberly R. Storms

 

 

Treasurer (Principal Financial Officer)

 

 

 

 

Date:

March 8, 2010

 

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