ALPS ETF Annual Report

ALPS Equal Sector Weight ETF

Performance Overview

November 30, 2013 (Unaudited)

N-CSR 1 d665606dncsr.htm ALPS ETF ANNUAL REPORT ALPS ETF Annual Report

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)

Erin D. Nelson, Esq.

ALPS ETF Trust

1290 Broadway, Suite 1100

Denver, Colorado 80203

(Name and address of agent for service)

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

Date of fiscal year end: November 30

Date of reporting period: December 1, 2012 – November 30, 2013

Item 1.

Reports to Stockholders.

LOGO

table of

CONTENTS


Performance Overview			2

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			16

Additional Information			23

Board Considerations Regarding Approval of Investment Advisory Agreement			24

Trustees & Officers			26


			1
Annual \| November 30, 2013			1


		Performance Overview
		November 30, 2013 (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 real estate securities had a modest gain in 2013, as pressure from rising U.S. interest rates offset the benefits of a synchronized recovery in global economic growth. For the 11 months ended November 30, 2013, the Cohen & Steers Global Realty Majors Index advanced 2.0%, significantly underperforming the broad market. Japan meaningfully outgained other Asia Pacific real estate markets, while Europe posted solid returns as the region emerged from recession. U.S. REITs had a negative return, as price-to-earnings multiples contracted amid fears of rising interest rates.

Global equity markets rallied through the first several months of the year, lifted by improvements in U.S. jobs and housing data and signs of stabilization in China’s economy. Risk assets continued to climb in April after the Bank of Japan announced it would pursue aggressive monetary easing in an attempt to stimulate growth and lift the country’s economy out of deflation. At the same time, European sovereign bond yields fell as markets became more confident in the region’s ability to resolve its ongoing fiscal challenges. However, real estate securities encountered headwinds beginning May 22, when the Federal Reserve indicated that it could begin to taper its quantitative-easing* (QE) program, sending U.S. Treasury yields sharply higher. The remainder of the year was largely dominated by the market’s shifting expectations over the timing of QE tapering, as investors focused on the potential implications of higher interest rates on real estate values and borrowing costs globally.

U.S. REITs had a total return of -1.9%, having given back the large gains achieved through May. Despite the volatile interest-rate environment, property values remained relatively stable based on transactions in the private market, supported by strengthening real estate fundamentals and continued demand from private investors. In general, property sectors with greater economic sensitivity outperformed. Hotel REITs were by far the best performers in the U.S., while self storage, shopping center and industrial landlords also did well. By contrast, property sectors with more “bond-like” cash flows suffered the most from interest-rate concerns, including health care REITs and


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		Performance Overview
		November 30, 2013 (Unaudited)

free standing retail owners. The apartment sector struggled amid concerns that rising single-family home purchases and accelerating multi-family supply would hinder cash flow growth.

Most European markets had positive returns amid a recovery in demand, as the drag from fiscal austerity measures faded. The U.K. led the region, benefiting from favorable relative valuations, resilient fundamentals and strong investment demand for London real estate. The Netherlands rebounded after a poor showing in 2012, while France benefited from improving economic conditions in neighboring Spain and Italy, even as the domestic French economy continued to see lackluster growth. In Germany, apartment owner Deutsche Wohnen announced it would acquire rival GSW Immobilien, a deal that would make it one of Europe’s largest listed real estate companies.

In Japan, real estate developers surged along with other Japanese equities in 2013, benefiting from the Bank of Japan’s aggressive policies designed to stimulate economic growth and lift the country out of deflation. Developers were also coming off of extremely low valuations relative to their historical averages. J-REITs fared less well, pressured by the ripple effect of rising U.S. Treasury yields. China-focused landlords also had positive returns, benefiting from the country’s stabilizing economy. Australian real estate stocks generally had gains in local-currency terms, although a series of interest-rate cuts and a decline in commodity prices caused a sharp devaluation in the Australian dollar, hindering net returns for U.S.-dollar-based investors. Hong Kong and Singapore were both affected by U.S. QE tapering concerns. In addition, Hong Kong struggled amid a slowdown in economic growth, although landlords with retail assets were relatively resilient.

For the year ended November 30, 2013, the Fund’s market price increased 0.6% and the Fund’s net asset value (NAV) increased 1.3%.

Average Annual Total Return as of November 30, 2013


	1 Year			3 Year			5 Year			Since Inception^**
Fund Performance
NAV		5.60	%		9.67	%		16.55	%		0.16	%
Market Price^***		5.76	%		9.58	%		16.65	%		0.18	%
Index Performance
Cohen & Steers Global Realty Majors Portfolio Index		6.41	%		10.52	%		17.57	%		1.00	%
FTSE EPRA/NAREIT Developed Real Estate Index		8.23	%		10.31	%		18.18	%		1.24	%
S&P 500^® Total Return Index		30.30	%		17.73	%		17.60	%		7.14	%

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

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


			3
Annual \| November 30, 2013			3


		Performance Overview
		November 30, 2013 (Unaudited)

fund shares outstanding. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.alpsfunds.com.

*	Quantitative easing is an unconventional monetary policy in which a central bank purchases government securities or other securities from the market in order to lower interest rates and increase the money supply.

**	Fund Inception 5/7/08.

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

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

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

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

An investor cannot invest directly in an index.

GROWTH OF $10K as of November 30, 2013

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

LOGO

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


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		Performance Overview
		November 30, 2013 (Unaudited)

TOP 10 HOLDINGS (as a % of Net Assets)* as of November 30, 2013


Mitsui Fudosan Co., Ltd.	4.33	%
Mitsubishi Estate Co., Ltd.	4.11
Simon Property Group, Inc.	3.98
Unibail-Rodamco	3.85
Sumitomo Realty & Development Co., Ltd.	3.42
Public Storage	3.35


Sun Hung Kai Properties, Ltd.	2.97	%
ProLogis	2.88
Westfield Group	2.87
Equity Residential	2.63
Percent of Net Assets in Top Ten Holdings:	34.39	%

* Future holdings are subject to change.

GEOGRAPHIC BREAKDOWN^**†


United States	46.45	%
Japan	15.16
Hong Kong	11.81
Australia	7.46
United Kingdom	5.94
France	5.08
Singapore	3.73
Canada	1.82


Germany	0.83	%
Netherlands	0.65
Brazil	0.57
Switzerland	0.50

** % of Total Investments.

†	Future breakdown are subject to change.


			5
Annual \| November 30, 2013			5


		Disclosure of Fund Expenses
		For the period ended November 30, 2013 (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 the beginning of the (six month) period and held through November 30, 2013.

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

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

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


	Beginning Account Value 6/1/13			Ending Account Value 11/30/13			Expense Ratio^(a)			Expenses Paid During Period 6/1/13 - 11/30/13^(b)
Actual		$	1,000.00		$	974.30		0.55	%		$	2.72
Hypothetical (5% return before expenses)		$	1,000.00		$	1,022.31		0.55	%		$	2.79

^(a)

Annualized, based on the Fund’s most recent fiscal half year expenses.

^(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), then divided by 365.


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		Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cohen & Steers Global Realty Majors ETF, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013, 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 Cohen & Steers Global Realty Majors ETF of the ALPS ETF Trust as of November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014


			7
Annual \| November 30, 2013			7


		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (99.63%)
*Australia (7.45%)*
Dexus Property Group		771,984	$	734,319
Goodman Group		248,253		1,093,705
GPT Group		267,427		871,463
Mirvac Group		599,354		927,455
Stockland Trust Group		378,405		1,326,105
Westfield Group		327,483		3,100,149

				8,053,196

*Brazil (0.57%)*
BR Malls Participacoes SA		75,000		614,330


*Canada (1.82%)*
Boardwalk Real Estate Investment Trust		6,386		355,496
Dundee Real Estate Investment Trust		17,660		465,371
RioCan Real Estate Investment Trust		49,458		1,146,906

				1,967,773

*France (5.06%)*
Gecina SA		4,305		565,545
Klepierre		16,009		743,305
Unibail-Rodamco		15,937		4,167,562

				5,476,412

*Germany (0.82%)*
Deutsche EuroShop AG		7,479		332,162
Deutsche Wohnen AG		27,723		557,330

				889,492

*Hong Kong (11.79%)*
China Overseas Land & Investment, Ltd.		629,000		1,955,344
China Resources Land, Ltd.		305,500		841,326
Hang Lung Properties, Ltd.		373,000		1,253,349
Hongkong Land Holdings, Ltd.		192,100		1,135,311
The Link Real Estate Investment Trust		380,164		1,863,417
Sun Hung Kai Properties, Ltd.		250,000		3,210,234
Swire Properties, Ltd.		172,800		464,735
The Wharf Holdings, Ltd.		243,700		2,025,974

				12,749,690

*Japan (15.13%)*
Japan Real Estate Investment Corp.		97		1,024,491
Japan Retail Fund Investment Corp.		357		703,929
Mitsubishi Estate Co., Ltd.		160,000		4,441,798
Mitsui Fudosan Co., Ltd.		138,000		4,681,049
Nippon Building Fund, Inc.		113		1,328,049


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		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value
*Japan (continued)*
Nomura Real Estate Holdings, Inc.		20,700	$	487,772
Sumitomo Realty & Development Co., Ltd.		78,000		3,696,520

				16,363,608

*Netherlands (0.65%)*
Corio N.V.		16,178		701,690


*Singapore (3.72%)*
Ascendas Real Estate Investment Trust		335,066		592,777
CapitaLand, Ltd.		412,000		994,828
CapitaMall Trust		426,347		660,832
City Developments, Ltd.		76,000		604,439
Global Logistic Properties, Ltd.		499,000		1,173,088

				4,025,964

*Switzerland (0.50%)*
PSP Swiss Property AG		6,341		543,924


*United Kingdom (5.93%)*
British Land Co. Plc		163,485		1,634,502
Derwent London Plc		14,064		557,608
Hammerson Plc		116,725		975,048
Intu Properties Plc		109,642		576,440
Land Securities Group Plc		128,015		1,996,274
Segro Plc		121,684		666,034

				6,405,906

*United States (46.19%)*
Alexandria Real Estate Equities, Inc.		11,779		745,140
American Campus Communities, Inc.		17,134		555,656
AvalonBay Communities, Inc.		19,952		2,365,509
Boston Properties, Inc.		25,020		2,489,240
Camden Property Trust		13,938		807,289
ChinaCast Education Corp.*		28,275		427,400
Digital Realty Trust, Inc.		21,076		995,630
Douglas Emmett, Inc.		21,214		487,498
Equity Residential		55,122		2,840,988
Essex Property Trust, Inc.		6,289		954,733
Federal Realty Investment Trust		10,730		1,110,770
General Growth Properties, Inc.		90,917		1,886,528
Gulfport Energy Corp.*		56,434		537,440
HCP REIT, Inc.		74,743		2,748,300
Health Care REIT, Inc.		47,078		2,635,897
Highwoods Properties, Inc.		14,900		535,208
Host Hotels & Resorts, Inc.		123,335		2,270,597
Icad, Inc.*		5,624		515,906


			9
Annual \| November 30, 2013			9


		Schedule of Investments
		November 30, 2013


Security Description		Shares		Value
*United States (continued)*
Kimco Realty Corp.			67,101	$	1,383,623
Liberty Property Trust			23,534		762,266
The Macerich Co.			23,048		1,312,353
ProLogis			81,984		3,109,653
Public Storage			23,702		3,619,295
Realty Income Corp.			32,193		1,226,875
Regency Centers Corp.			15,026		703,818
Simon Property Group, Inc.			28,755		4,308,937
SL Green Realty Corp.			15,012		1,358,136
Tanger Factory Outlet Centers			15,448		510,865
UDR, Inc.			41,077		955,862
Ventas, Inc.			48,223		2,740,513
Vornado Realty Trust			28,629		2,517,348
Weingarten Realty Investors			18,371		524,308

					49,943,581

TOTAL COMMON STOCKS (Cost $97,845,802)					107,735,566


	7 Day Yield	Shares		Value

SHORT TERM INVESTMENTS (0.17%)
Dreyfus Treasury Prime Cash Management, Institutional Class	0.000%^(a)		187,462		187,462


TOTAL SHORT TERM INVESTMENTS (Cost $187,462)					187,462


TOTAL INVESTMENTS (99.80%) (Cost $98,033,264)				$	107,923,028

NET OTHER ASSETS AND LIABILITIES (0.20%)					213,579

NET ASSETS (100.00%)				$	108,136,607

^*	Non-income producing security.

^(a)

Less than 0.0005%

Common Abbreviations:


AG -		Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.
Ltd. -		Limited.
N.V. -		Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
Plc -		Public Limited Company.
REIT -		Real Estate Investment Trust.
SA -		Generally designated corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.

An ALPS Advisors Solution | www.alpsfunds.com | 866.513.5856


		Statement of Assets & Liabilities
		November 30, 2013


ASSETS:
Investments, at value	$	107,923,028
Cash		33,306
Foreign currency, at value (Cost $24,454)		23,773
Foreign tax reclaims		21,162
Dividends and interest receivable		218,131
Total Assets		108,219,400

LIABILITIES:
Payable for investments purchased		33,319
Payable to adviser		49,474
Total Liabilities		82,793
NET ASSETS	$	108,136,607


NET ASSETS CONSIST OF:
Paid-in capital	$	104,298,525
Accumulated net investment loss		(2,360,139	)
Accumulated net realized loss on investments and foreign currency transactions		(3,689,997	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		9,888,218
NET ASSETS	$	108,136,607


INVESTMENTS, AT COST	$	98,033,264

PRICING OF SHARES
Net Assets	$	108,136,607
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		2,750,000
Net Asset Value, offering and redemption price per share	$	39.32

See Notes to Financial Statements.

Annual | November 30, 2013


		Statement of Operations
		For the Year Ended November 30, 2013


INVESTMENT INCOME:

Dividends^(a)	$	2,878,196

Total Investment Income		2,878,196

EXPENSES:
Investment adviser fees		553,149

Total Expenses		553,149

NET INVESTMENT INCOME		2,325,047


REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized loss on investments		(30,422	)
Net realized loss on foreign currency transactions		(23,397	)
Net change in unrealized appreciation on investments		340,584
Net change in unrealized appreciation on translation of assets and liabilities denominated in foreign currencies		117

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		286,882

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,611,929

^(a)

Net of foreign tax withholding $142,727.


12		See Notes to Financial Statements.
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		Statements of Changes in Net Assets


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012

OPERATIONS:
Net investment income	$	2,325,047		$	1,557,853
Net realized gain on investments and foreign currency transactions		(53,819	)		1,515,849
Net change in unrealized appreciation/(depreciation) on investments and translation of assets and liabilities denominated in foreign currencies		340,701			9,937,032

Net increase in net assets resulting from operations		2,611,929			13,010,734


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(4,134,510	)		(1,417,294	)
From tax return of capital		(517,416	)		–

Total distributions		(4,651,926	)		(1,417,294	)


CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		45,371,748			18,618,717
Cost of shares redeemed		(6,453,407	)		(9,371,914	)

Net increase from share transactions		38,918,341			9,246,803

Net increase in net assets		36,878,344			20,840,243


NET ASSETS:
Beginning of year		71,258,263			50,418,020

End of year*	$	108,136,607		$	71,258,263


* Including accumulated net investment loss of:	$	(2,360,139	)	$	(314,538	)

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		1,800,000			1,550,000
Shares sold		1,100,000			500,000
Shares redeemed		(150,000	)		(250,000	)

Shares outstanding, end of period		2,750,000			1,800,000


See Notes to Financial Statements.			13
Annual \| November 30, 2013			13


	For the Year Ended November 30, 2013

NET ASSETVALUE, BEGINNING OF PERIOD	$	39.59

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.94	^(b)
Net realized and unrealized gain/(loss)		1.25

Total from investment operations		2.19


DISTRIBUTIONS:
From net investment income		(2.27	)
From tax return of capital		(0.19	)

Total distributions		(2.46	)

NET INCREASE/(DECREASE) IN NET ASSET VALUE		(0.27	)

NET ASSET VALUE, END OF YEAR	$	39.32

TOTAL RETURN^(c)		5.60	%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (000s)	$	108,137
RATIOS TO AVERAGE NET ASSETS
Expenses		0.55	%
Net investment income		2.31	%
PORTFOLIO TURNOVER RATE^(e)		10	%

^(a)

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

^(b)

Based on average shares outstanding during the period.

^(c)

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

^(d)

Annualized.

^(e)

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

See Notes to Financial Statements.

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		Financial Highlights
		For a Share Outstanding Throughout the Periods Presented


For the Year Ended November 30, 2012			For the Period January 1, 2011 to November 30, 2011^(a)			For the Year Ended December 31, 2010			For the Year Ended December 31, 2009			For the Period May 7, 2008 (Inception) to December 31, 2008

$	32.53		$	35.52		$	31.35		$	25.06		$	50.00


	0.91	^(b)		0.97	^(b)		1.43	^(b)		0.98			0.47
	6.97			(2.87	)		4.68			7.00			(24.92	)

	7.88			(1.90	)		6.11			7.98			(24.45	)



	(0.82	)		(1.09	)		(1.94	)		(1.69	)		(0.49	)
	–			–			–			–			–

	(0.82	)		(1.09	)		(1.94	)		(1.69	)		(0.49	)

	7.06			(2.99	)		4.17			6.29			(24.94	)

$	39.59		$	32.53		$	35.52		$	31.35		$	25.06

	24.50	%		(5.53	)%		19.91	%		32.51	%		(48.90	)%



$	71,258		$	50,418		$	42,626		$	12,603		$	5,063

	0.55	%		0.55	%^(d)		0.55	%		0.55	%		0.55	%^(d)
	2.47	%		3.02	%^(d)		4.33	%		3.24	%		3.49	%^(d)
	4	%		15	%		14	%		18	%		18	%


			15
Annual \| November 30, 2013			15


		Notes to Financial Statements
		November 30, 2013

1.	ORGANIZATION

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

2.	SIGNIFICANT ACCOUNTING POLICIES

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

A. Portfolio Valuation

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


	16
	16			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Notes to Financial Statements
		November 30, 2013

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

B. Foreign Securities

The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible reevaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies and possible future adverse political and economic developments.

Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

C. Foreign Currency Translation

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

D. Securities Transactions and Investment Income

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

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 may determine from time to time. Distributions of net realized capital gains earned by the Fund, if any, are distributed at least annually.


			17
Annual \| November 30, 2013			17


		Notes to Financial Statements
		November 30, 2013

F. Federal Tax and Tax Basis Information

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

For the year ended November 30, 2013, permanent book and tax differences resulting primarily from differing treatment of foreign currency, investments in passive foreign investment companies, investments in real estate investment trusts and in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:

Undistributed Net

Investment Loss

Accumulated Net

Realized Loss

Paid-in Capital

$ (236,138)

$ (174,031)

$ 410,169

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

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

At November 30, 2013, the Fund had available for tax purposes unused pre-enactment capital loss carryforwards as follows:


*Year of Expiration*
2016	2017	2018	Total
$ 176,692	$ 809,982	$ 187,815	$ 1,174,489

At November 30, 2013, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:


		ST		LT
		$ 599,088		$ 549,984

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


	18
	18			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Notes to Financial Statements
		November 30, 2013

The tax character of the distributions paid was as follows:


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012
*Distributions paid from:*
Ordinary income		$	4,134,510		$	1,417,294
Tax return of capital		$	517,416		$	–
Total		$	4,651,926		$	1,417,294

As of November 30, 2013, the components of distributable earnings on a tax basis for the Fund were as follows:


Undistributed net investment income	$	–
Accumulated net realized loss on investments and foreign currency transactions		(2,323,561	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		6,161,643
Total	$	3,838,082

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


Cost of investment for income tax purposes	$	101,759,839


Gross Appreciation (excess of value over tax cost)	$	10,712,964
Gross Depreciation (excess of tax cost over value)		(4,549,775	)
Net Depreciation of Foreign Currency Derivatives		(1,546	)
Net Unrealized Appreciation	$	6,161,643

The differences between book-basis and tax-basis are primarily due to Passive Foreign Investment Company (“PFIC”) adjustments and the deferral of losses due to wash sales.

G. Income Taxes

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.


			19
Annual \| November 30, 2013			19


		Notes to Financial Statements
		November 30, 2013

As of and during the year ended November 30, 2013, the fund did not have a liability for any unrecognized tax benefits. The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

H. Fair Value Measurements

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

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

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

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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


	20
	20			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Notes to Financial Statements
		November 30, 2013


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

The following is a summary of the inputs used to value the Fund’s investments November 30, 2013:


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

Common Stocks	$	107,735,566	$	–	$	–	$	107,735,566
Short Term Investments		187,462		–		–		187,462

TOTAL	$	107,923,028	$	–	$	–	$	107,923,028

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

The Fund recognizes transfers between levels as of the end of the fiscal year. For the year ended November 30, 2013, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3.	INVESTMENT ADVISORY FEE AND

OTHER AFFILIATED TRANSACTIONS

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.

Each Trustee who is not an officer or employee of the Investment Adviser, any subadviser or any of their affiliates (“Independent Trustees”) is paid a quarterly retainer of $5,000, $3,750 for each regularly scheduled Board meeting attended and $1,500 for each special meeting held outside of regularly scheduled meetings.


			21
Annual \| November 30, 2013			21


		Notes to Financial Statements
		November 30, 2013

4.	PURCHASES AND SALES OF SECURITIES

For the year ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:


Purchases		Sales
$ 11,482,259		$ 10,005,522

For the year ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Purchases		Sales
$ 38,390,962		$ 3,234,065

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

5.	CAPITAL SHARE TRANSACTIONS

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

6.	INDEMNIFICATIONS

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

7.	NEW ACCOUNTING PRONOUNCEMENTS

In June 2013, the FASB issued ASU No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether it is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Fund is currently reviewing the requirements and believes the adoption of this ASU will not have a material impact on its financial statements.


	22
	22			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Additional Information
		November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

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

PORTFOLIO HOLDINGS

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

TAX DESIGNATIONS

Pursuant to Section 853(c) of the Internal Revenue Code, the Fund designates the following:


	Foreign Taxes Paid	Foreign Source Income
Cohen and Steers Global Realty Majors ETF	$ 107,635	$ 1,645,354

The Fund designate the following for federal income tax purposes for distributions made during the calendar year ended December 31, 2012:

Qualified

Dividend Income

Dividend
Received Deduction

Cohen and Steers Global Realty Majors ETF

5.08%

0.00%

In early 2013, if applicable, shareholders of record received this information for the distribution paid to them by the Fund during the calendar year 2012 via Form 1099. The Fund will notify shareholders in early 2014 of amounts paid to them by the Funds, if any, during the calendar year 2013.


			23
Annual \| November 30, 2013			23

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 31, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013, 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 continuance of the Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser”) with respect to the Cohen & Steers Global Realty Majors ETF (“GRI”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for GRI, the Board considered numerous factors, as described below.

With respect to the nature, extent and quality of the services provided by the Adviser under the Advisory Agreement, representatives from the Adviser presented the Adviser’s materials regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to renew the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the functions performed by the Adviser, information describing the Adviser’s organization, the background and experience of the persons responsible for the day-to-day management of GRI and financial information regarding the Adviser. The Board reviewed information on the performance of GRI and the performance of its benchmark index, and evaluated the correlation and tracking error between the underlying index and GRI’s performance. Based on its review, the Board found that the nature and extent of services provided to GRI under the Advisory Agreement were appropriate and that the quality was satisfactory.

The Independent Trustees noted the services provided by the Adviser for the annual advisory fee of 0.55% of GRI’s average daily net assets. The Independent Trustees noted that the advisory fees for GRI were unitary fees pursuant to which the Adviser assumes all expenses of GRI (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding investment performance, comparisons of cost and expense structures of GRI with other funds’ cost and expense structures, as well as comparisons of GRI’s performance with the performance during similar periods of members of a peer group identified pursuant to Lipper’s methodology. The Independent Trustees noted that the advisory fee rate for GRI was higher than others in its Lipper peer group but that GRI’s total expense ratio was at the median of its peer group. The Independent Trustees also considered information provided by the Adviser about the costs and profitability of the Adviser in respect of GRI. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for GRI was reasonable under the circumstances and in light of the quality of services provided.


	24
	24			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 31, 2013 (Unaudited)

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with GRI and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees noted the relatively small size of GRI and considered whether there have been economies of scale with respect to management of GRI, whether GRI has appropriately benefited from any economies of scale, and whether the fee is reasonable in relation to GRI’s assets and any economies of scale that may exist. The Independent Trustees concluded that the Adviser was not realizing any economies of scale.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of GRI and its shareholders. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services performed, the fees paid by certain other funds, expenses incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.


			25
Annual \| November 30, 2013			25


		Trustees and Officers
		November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of Trustee*	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5Years	Number of Portfolios in Fund Complex Overseen by Trustees***	Other Directorships Held by Trustees
Mary K. Anstine, 1940	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 Up- lift 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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative ser- vices 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.	41	Mr. Deems is a Trustee of Financial Investors Trust (30 funds); ALPS Variable Investment Trust (7 funds); and Reaves Utility Income Fund.


	26
	26			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Trustees and Officers
		November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES Continued

Name, Address
and Year of Birth
of Trustee*

Position(s)

Held

with Trust

Term of Office
and Length of
Time Served**

Principal Occupation(s)

During Past 5Years

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

Other

Directorships

Held by Trustees

Rick A.

Pederson,

1952

Trustee

Since March 2008

Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate in- vestment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983-2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).

Mr. Pederson is Trustee of West- core Trust (12 funds) and Principal Real Estate Income Fund.

*	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.


			27
Annual \| November 30, 2013			27


		Trustees and Officers
		November 30, 2013 (Unaudited)

INTERESTED TRUSTEE

Name, Address

and Year of Birth
of Management
Trustee*

Position(s)

Held

with Trust

Term of Office
and Length of
Time Served**

Principal Occupation(s)

During Past 5Years

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

Other

Directorships

Held by Trustees

Thomas A.

Carter,

1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

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

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

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


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	28			An ALPS Advisors Solution \| www.alpsfunds.com \| 866.513.5856


		Trustees and Officers
		November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust, as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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.


			29
Annual \| November 30, 2013			29

LOGO

table of

CONTENTS


Performance Overview		2

Disclosure of Fund Expenses		6

Report of Independent Registered Public Accounting Firm		7

Financial Statements

Statement of Investments		8

Statement of Assets and Liabilities		9

Statement of Operations		10

Statements of Changes in Net Assets		11

Financial Highlights		13

Notes to Financial Statements		14

Additional Information		21

Board Considerations Regarding Approval of Investment Advisory Agreement		22

Trustees & Officers		24

ALPS Equal Sector Weight ETF | www.alpsfunds.com

PERFORMANCE OVERVIEW

For the fiscal year ended November 30, 2013 the Fund generated a total return of 28.41%. Over the same time period the S&P 500 gained 30.30%. Low volatility continued easing by the Fed and strong corporate earnings pushed the market higher and for the 2nd year in a row every sector of the market posted a positive return with four sectors gaining more than 35%. The market continued to be led by early cycle sectors, as Consumer Discretionary and Industrials stocks advanced 40.2% and 38.7%, respectively. Financials (+ 38.7%) and Healthcare (+39.9%) each had their best years since 1997.

Energy and Materials stocks posted nearly identical returns during the year, gaining 24.0% each. Weak commodity prices and worries about global demand kept these stocks from keeping pace with the broader market. The defensive leaning Consumer Staples sector ranked 7th (+22.9%) overall and was weighed down by Tobacco and Beverage stocks. The Technology sector had a roller coaster year and was heavily impacted by the poor relative performance of Apple and Telecom stocks AT&T and Verizon. The Tech sector ended the year with a gain of 21.5%, ranking it 8th among all sectors. The worst performing sector of the year was Utilities (+12.0%), which was negatively impacted by rising rate fears and stretched valuations.

Compared to the S&P 500 the fund benefited from being underweight the Technology sector, as well as its slight overweights in the Industrials and Health Care sectors. The Fund was negatively impacted by its overweight in Utilities sector and its underweight to Financials. Overall, the Fund’s sector weights relative to the S&P 500 resulted in positive out-performance above the index in 2 of the 9 sectors.

Annual Report | November 30, 2013



ALPS Equal Sector Weight ETF		Performance Overview
		November 30, 2013 (Unaudited)

FUND DESCRIPTION

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

PRIMARY INVESTMENT STRATEGIES

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

PERFORMANCE as of November 30, 2013


Average Annual Total Return	1 Year	3 Year	Since Inception Annualized*
ALPS Equal Sector Weight ETF
NAV (Net Asset Value)	28.41%	16.75%	19.22%
Market Price**	28.42%	16.76%	19.28%
Bank of America Securities-Merrill Lynch Equal Sector Weight Index	26.22%	14.70%	17.16%
S&P 500^® Total Return Index	30.30%	17.73%	19.69%

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.alpsfunds.com for current month end performance. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

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

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

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

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

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

An investor cannot invest directly in an index.

ALPS Equal Sector Weight ETF | www.alpsfunds.com

The following table shows the sector weights of both the Fund and the S&P 500^® as of November 30, 2013:

SECTOR WEIGHTING COMPARISON^{^}as of November 30, 2013



	EQL*	S&P 500^®
Healthcare (XLV)	11.3%	13.2%
Financials (XLF)	11.1	16.3
Consumer Discretionary (XLY)	11.4	12.6
Technology (XLK)	11.3	20.3
Consumer Staples (XLP)	11.1	10.1
Industrials (XLI)	11.3	10.8
Energy (XLE)	10.8	10.3
Materials (XLB)	11.0	3.4
Utilities (XLU)	10.7	3.0

Source: S&P 500^®

^	Sector weights subject to change.

^*	Percentages based on Total Investments.

Annual Report | November 30, 2013



ALPS Equal Sector Weight ETF		Performance Overview
		November 30, 2013 (Unaudited)

SECTOR AllOCATION as of November 30, 2013

LOGO

Sector weights and allocations subject to change.

GROWTH OF $10,000 as of November 30, 2013

LOGO


5		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

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. The example is based on an investment of $1,000 invested at the beginning of the (six month) period and held through November 30, 2013.

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 of the 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 6/1/13	Ending Account Value 11/30/13	Expense Ratio^(a)	Expenses Paid During Period 6/01/13- 11/30/13^(b)
Actual	$1,000.00	$1,110.70	0.34%	$1.80
Hypothetical (5% return before expenses)	$1,000.00	$1,023.36	0.34%	$1.72

^(a)

Annualized, based on the Fund’s most recent fiscal half year expenses.

^(b)

Annual Report | November 30, 2013



Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of ALPS Equal Sector Weight ETF, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position ALPS Equal Sector Weight ETF of the ALPS ETF Trust as of November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014

ALPS Equal Sector Weight ETF | www.alpsfunds.com


Security Description			Shares		Value
EXCHANGE TRADED FUNDS (99.90%)
Consumer Discretionary (11.35%)
Consumer Discretionary Select Sector SPDR^® Fund				190,678	$	12,508,477

Consumer Staples (11.06%)
Consumer Staples Select Sector SPDR^® Fund				283,548		12,195,399

Energy (10.83%)
Energy Select Sector SPDR^® Fund				138,186		11,944,798

Financials (11.10%)
Financial Select Sector SPDR^® Fund				569,653		12,236,146

Healthcare (11.30%)
Health Care Select Sector SPDR^® Fund				225,555		12,464,169

Industrials (11.31%)
Industrial Select Sector SPDR^® Fund				247,479		12,472,942

Materials (10.96%)
Materials Select Sector SPDR^® Fund				272,461		12,080,921

Technology (11.30%)
Technology Select Sector SPDR^® Fund				359,068		12,456,069

Utilities (10.69%)
Utilities Select Sector SPDR^® Fund				309,786		11,781,162

TOTAL EXCHANGE TRADED FUNDS
(Cost $85,440,303)						110,140,083


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.12%)
Dreyfus Treasury Prime
Cash Management,
Institutional Class		0.000%^(a)		135,362		135,362

TOTAL SHORT TERM INVESTMENTS
(Cost $135,362)						135,362

TOTAL INVESTMENTS (100.02%)
(Cost $85,575,665)					$	110,275,445
NET LIABILITIES LESS OTHER ASSETS (-0.02%)						(30,497	)

NET ASSETS (100.00%)					$	110,244,948

^(a)

Less than 0.0005%.

Common Abbreviations:

SPDR^® - Standard & Poor’s Depositary Receipts

See Notes to Financial Statements.

Annual Report | November 30, 2013



ALPS Equal Sector Weight ETF		Statement of Assets and Liabilities
		November 30, 2013


ASSETS:
Investments, at value	$	110,275,445

Total Assets		110,275,445


LIABILITIES:
Payable to adviser		30,497

Total Liabilities		30,497

NET ASSETS	$	110,244,948


NET ASSETS CONSIST OF:
Paid-in capital	$	85,737,569
Undistributed net investment income		7,029
Accumulated net realized gain on investments		(199,430)
Net unrealized appreciation on investments		24,699,780

NET ASSETS	$	110,244,948


INVESTMENTS, AT COST	$	85,575,665

PRICING OF SHARES
Net Assets	$	110,244,948
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		2,200,000
Net Asset Value, offering and redemption price per share	$	50.11

See Notes to Financial Statements.

ALPS Equal Sector Weight ETF | www.alpsfunds.com


INVESTMENT INCOME:
Dividends	$	2,038,178

Total investment income		2,038,178


EXPENSES:
Investment adviser fees		352,010

Total expenses before reimbursement		352,010

Less fees waived/reimbursed by investment adviser		(28,537	)

NET EXPENSES		323,473

NET INVESTMENT INCOME		1,714,705


REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized gain on investments		3,556,274
Net change in unrealized appreciation on investments		17,868,704

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		21,424,978

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	23,139,683

See Notes to Financial Statements.

Annual Report | November 30, 2013



ALPS Equal Sector Weight ETF		Statements of Changes in Net Assets


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012
OPERATIONS:
Net investment income	$	1,714,705		$	1,365,947
Net realized gain on investments		3,556,274			3,927,820
Net change in unrealized appreciation on investments		17,868,704			4,202,695
Net increase in net assets resulting from operations		23,139,683			9,496,462

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(1,707,676	)		(1,375,473	)
From tax return of capital		–			(41,418	)
Total distributions		(1,707,676	)		(1,416,891	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		31,053,389			30,174,030
Cost of shares redeemed		(17,832,225	)		(24,753,246	)
Net increase from share transactions		13,221,164			5,420,784
Net increase in net assets		34,653,171			13,500,355

NET ASSETS:
Beginning of year		75,591,777			62,091,422
End of year*	$	110,244,948		$	75,591,777


* Including undistributed net investment income of:	$	7,029		$	–

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		1,900,000			1,750,000
Shares sold		700,000			800,000
Shares redeemed		(400,000	)		(650,000	)
Shares outstanding, end of year		2,200,000			1,900,000

See Notes to Financial Statements.

ALPS Equal Sector Weight ETF | www.alpsfunds.com


	For the Year Ended November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD	$	39.79

INCOME FROM OPERATIONS:

Net investment income		0.81	^(b)
Net realized and unrealized gain		10.35

Total from investment operations		11.16


DISTRIBUTIONS:

From net investment income		(0.84	)
From net realized gains		–
From tax return of capital		–

Total distributions		(0.84	)

NET INCREASE IN NET ASSET VALUE		10.32

NET ASSET VALUE, END OF PERIOD	$	50.11

TOTAL RETURN^(c)		28.41	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000s)	$	110,245

RATIOS TO AVERAGE NET ASSETS:
Expenses excluding reimbursement/waiver		0.37	%
Expenses including reimbursement/waiver		0.34	%
Net investment income excluding reimbursement/waiver		1.77	%
Net investment income including reimbursement/waiver		1.80	%
PORTFOLIO TURNOVER RATE^(e)		2	%

^(a)

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

^(b)

Based on average shares outstanding during the period.

^(c)

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

^(d)

Annualized.

^(e)

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

See Notes to Financial Statements.

Annual Report | November 30, 2013



		Financial Highlights
		For a Share Outstanding Throughout the Periods Presented


For the Year Ended November 30, 2012			For the Period January 1, 2011 to November 30, 2011^(a)			For the Year Ended December 31, 2010			For the Period July 7, 2009 (Inception) to December 31, 2009
$	35.48		$	35.34		$	31.13		$	25.04

	0.69	^(b)		0.41	^(b)		0.68	^(b)		0.31
	4.35			0.18			4.14			6.10

	5.04			0.59			4.82			6.41


	(0.71	)		(0.45	)		(0.61	)		(0.31	)
	–			–			–			(0.01	)
	(0.02	)		–			–			–

	(0.73	)		(0.45	)		(0.61	)		(0.32	)

	4.31			0.14			4.21			6.09

$	39.79		$	35.48		$	35.34		$	31.13

	14.35	%		1.67	%		15.67	%		25.60	%

$	75,592		$	62,091		$	53,012		$	14,008

	0.37	%		0.37	%^(d)		0.37	%		0.37	%^(d)
	0.34	%		0.34	%^(d)		0.34	%		0.34	%^(d)

	1.76	%		1.22	%^(d)		2.11	%		2.57	%^(d)

	1.79	%		1.25	%^(d)		2.14	%		2.60	%^(d)
	4	%		4	%		7	%		4	%

ALPS Equal Sector Weight ETF | www.alpsfunds.com

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2013, the Trust consists of nineteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the ALPS Equal Sector Weight ETF (the “Fund”), which commenced on July 7, 2009. The investment objective of the Fund is to seek investment results that replicate as closely as possible, before fees and expenses, the performance of the Bank of America Securities-Merrill Lynch Equal Sector Weight Index.

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

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

Annual Report | November 30, 2013



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		November 30, 2013

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

B. Securities Transactions and Investment Income

C. Dividends and Distributions to Shareholders

D. Federal Tax and Tax Basis Information

For the year ended November 30, 2013, permanent book and tax differences resulting primarily from in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:

Undistributed Net

Investment Income

Accumulated Net

Realized Loss

Paid-in Capital

$ –

(3,547,988

)

3,547,988

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

ALPS Equal Sector Weight ETF | www.alpsfunds.com

At November 30, 2013, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:


Short-Term		Long-Term
$ 1,561		$ 28,345

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

The tax character of the distributions paid was as follows:


	Year Ended November 30, 2013		Year Ended November 30, 2012
Distributions paid from:
Ordinary Income	$	1,707,676	$	1,375,473
Return of Capital	$	–	$	41,418
Total	$	1,707,676	$	1,416,891

As of November 30, 2013, the components of distributable earnings on a tax basis for the Fund were as follows:

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


Cost of investments for income tax purposes	$	85,745,189

Gross Appreciation (excess of value over tax cost)	$	24,530,256
Gross Depreciation (tax cost over value)		–
Net Unrealized Appreciation	$	24,530,256

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

E. Income Taxes


Annual Report \| November 30, 2013		16



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		November 30, 2013

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.

F. Fair Value Measurements

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

Exchange Traded Funds, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the mean of the most recent quoted bid and ask prices on such day and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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


		17		ALPS Equal Sector Weight ETF \| www.alpsfunds.com


		Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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

The following is a summary of inputs used to value the Fund’s investments at November 30, 2013:


Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices	Level 2 - Other Significant Observable Inputs	Level 3 - Significant Unobservable Inputs	Total
Exchange Traded Funds	$ 110,140,083	$ –	$ –	$110,140,083
Short Term Investments	135,362	–	–	135,362
TOTAL	$ 110,275,445	$ –	$ –	$110,275,445

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

The Fund recognizes transfers between levels as of the end of the period. For the year ended November 30, 2013, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. INVESTMENT ADVISORY FEE AND OTHER

AFFILIATED TRANSACTIONS

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Fund’s investment adviser pursuant to an Advisory Agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.37% of the Fund’s average daily net assets. ALPS Portfolio Solutions Distributor, Inc. (“APSD”) 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 APSD


Annual Report \| November 30, 2013		18



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		November 30, 2013

from the Underlying Sector ETFs attributable to the Fund’s investment in the Underlying Sector ETFs, for so long as APSD acts as the distributor to the Fund and the Underlying Sector ETFs. From time to time, the Investment Adviser may waive all or a portion of its fee.

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

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of 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 $5,000, $3,750 for each regularly scheduled Board meeting attended and $1,500 for each special meeting held outside of regularly scheduled meetings.

4. PURCHASES AND SALES OF SECURITIES

For the year ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:


Purchases		Sales
$ 4,197,608		$ 2,254,427

For the year ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Purchases		Sales
$ 24,449,701		$ 13,266,510

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

5. CAPITAL SHARE TRANSACTIONS

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


		19		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

6. INDEMNIFICATIONS

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

7. NEW ACCOUNTING PRONOUNCEMENTS


Annual Report \| November 30, 2013		20



ALPS Equal Sector Weight ETF		Additional Information
		November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

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

PORTFOLIO HOLDINGS

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

TAX DESIGNATIONS

The Fund designates the following as a percentage of taxable ordinary income distributions for the calendar year ended December 31, 2012:


Qualified Dividend Income:	100.00	%
Dividend Received Deduction:	100.00	%


		21		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

At an in-person meeting held on June 10, 2013, 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 continuance of the Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser”) with respect to the ALPS Equal Sector Weight ETF (“EQL”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for EQL, the Board considered numerous factors, as described below.

With respect to the nature, extent and quality of the services provided by the Adviser under the Advisory Agreement, representatives from the Adviser presented the Adviser’s materials regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to Trust to assist the Board in evaluating whether to renew the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the functions performed by the Adviser, information describing the Adviser’s organization, the background and experience of the persons responsible for the day-to-day management of EQL and financial information regarding the Adviser. The Board reviewed information on the performance of EQL and the performance of its benchmark index, and evaluated the correlation and tracking error between the underlying index and EQL’s performance. Based on its review, the Board found that the nature and extent of services provided to EQL under the Advisory Agreement were appropriate and that the quality was satisfactory.

The Independent Trustees noted the services provided by the Adviser for the annual advisory fee of 0.37% of EQL’s average daily net assets. The Independent Trustees noted that the advisory fees for EQL were unitary fees pursuant to which the Adviser assumes all expenses of EQL (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. The Independent Trustees also noted that ALPS Distributors, Inc. (“ADI”), an affiliate of ALPS Portfolio Solutions Distributor, Inc. (“APSD”), the Trust’s principal underwriter, serves as the distributor to the Underlying Sector ETFs, as that term is defined in EQL’s prospectus, and in such capacity receives a distribution fee from the Underlying Sector ETFs. The Independent Trustees noted that the Adviser has agreed to reimburse EQL an amount equal to the distribution fee received by ADI from the Underlying Sector ETFs attributable to EQL’s investment in the Underlying Sector ETFs, for so long as for so long as APSD acts as distributor to EQL or ADI, or an affiliate, acts as distributor to the Underlying Sector ETFs.


Annual Report \| November 30, 2013		22



		Board Considerations Regarding Approval of Investment Advisory Agreement
		November 30, 2013 (Unaudited)

objectively identified peer group and related matters. The Independent Trustees noted that the advisory fee rate for EQL was higher than others in its Lipper peer group. In evaluating the comparative data, the Independent Trustees took into account, among other things, the Advisers view that, due to the differences between EQL and other funds in its Lipper peer group, the comparative data was of limited utility. The Independent Trustees also considered information provided by the Adviser about the costs and profitability of the Adviser in respect of EQL. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for EQL was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with EQL and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees noted the relatively small size of EQL and considered whether there have been economies of scale with respect to management of EQL, whether EQL has appropriately benefited from any economies of scale, and whether the fee is reasonable in relation to ELQ’s assets and any economies of scale that may exist. The Independent Trustees concluded that the Adviser was not realizing any economies of scale.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of EQL and its shareholders. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.


		23		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co- Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Manage- ment 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.	41	Mr. Deems is a Trustee of Financial Investors Trust (30 funds); ALPS Variable Investment Trust (7 funds); and Reaves Utility Income Fund.


Annual Report \| November 30, 2013		24



ALPS Equal Sector Weight ETF		Trustees & Officers
		November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES Continued

Name, Address

and Year of Birth

of 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, 1952

Trustee

Since March 2008

Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate investment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983-2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).

Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.


		25		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

INTERESTED TRUSTEE


Name, Address and Year of Birth 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, 1966	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 ALPS Portfolio Solutions Distributor, Inc. (“APSD”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, APSD and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.	29	Mr. Carter is a Trustee of ALPS Varfiable Investment Trust (7 funds) and Princial Real Estate Income Fund.

*	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


Annual Report \| November 30, 2013		26



ALPS Equal Sector Weight ETF		Trustees & Officers
		November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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		ALPS Equal Sector Weight ETF \| www.alpsfunds.com

LOGO

table of

CONTENTS



Performance Overview				2



Disclosure of Fund Expenses				3



Report of Independent Registered Public Accounting Firm				4



Schedule of Investments				5



Statement of Assets & Liabilities				8



Statement of Operations				9



Statements of Changes In Net Assets				10



Financial Highlights				11



Notes to Financial Statements				12



Additional Information				17



Board Considerations Regarding Approval of Investment Advisory Agreement				18



Trustees & Officers				19



		www.alpsfunds.com		1


				PERFORMANCE OVERVIEW
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| November 30, 2013 (Unaudited)

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

For the year ended November 30, 2013, the ETF’s market price decreased 0.57% and its net asset value (“NAV”) decreased 0.78%. over the same time period the ETF’s benchmark was up 0.05%.


TOP 10 HOLDINGS^{^} (% of Total Investments)

Monsanto Co.	8.0	%
Exxon Mobil Corp.	5.2	%
Syngenta AG	4.8	%
Deere & Co.	4.3	%
Potash Corp. of Saskatchewan, Inc.	3.6	%
Archer-Daniels-Midland Co.	3.4	%
Chevron Corp.	3.0	%
Uralkali, GDR	2.0	%
Rio Tinto Plc	1.9	%
BP Plc	1.9	%
Total % of Top 10 Holdings	38.1	%

^ Future holdings are subject to change


COUNTRY ALLOCATION (% of Total Investments)

United States	43.4	%
Canada	12.5	%
United Kingdom	7.4	%
Russia	6.7	%
Switzerland	5.1	%
Brazil	2.7	%
Netherlands	1.9	%
Australia	1.6	%
France	1.6	%
Japan	1.5	%
Other	15.6	%

AVERAGE ANNUAL TOTAL RETURN as of 11.30.13


	1 Year	3 Year	Since Inception* Annualized
Jefferies TR/J CRB Global Commodity Equity Index Fund
NAV	-0.78%	0.06%	3.32%
Market Price**	-0.57%	0.05%	3.15%
Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index	0.05%	0.75%	4.09%
S&P GSCI Commodity Index	-3.71%	1.59%	2.69%
S&P 500^® Index	30.30%	17.73%	15.74%

Total Expense Ratio (per the current prospectus) 0.65%

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

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

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

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

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

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


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



2	Annual Report	November 30, 2013


				DISCLOSURE OF FUND EXPENSES
				For the Year Ended November 30, 2013 (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. The example is based on an investment of $1,000 invested at the beginning of the (six month) period and held through November 30, 2013.

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.

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 06/01/13			Ending Account Value 11/30/13			Expense Ratio^(a)			Expenses Paid During the Period 06/01/13 - 11/30/13^(b)
Jefferies \| TR/J CRB Global Commodity Equity Index Fund
Actual		$	1,000.00		$	1,012.10		0.65	%		$	3.28
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.81		0.65	%		$	3.29

^(a)

The Fund’s expense ratio has been based on the Fund’s most recent fiscal half-year expenses.

^(b)

The example in the table above is equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), then divided by 365.



		www.alpsfunds.com		3


				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 Jefferies | TR/J Global CRB Global Commodity Equity Index Fund, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Jefferies | TR/J Global CRB Global Commodity Equity Index Fund of the ALPS ETF Trust as of November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014



4	Annual Report	November 30, 2013


				SCHEDULE OF INVESTMENTS
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (99.48%)
*Australia (1.59%)*
Fortescue Metals Group, Ltd.		27,312	$	141,209
Iluka Resources, Ltd.		7,300		58,275
Incitec Pivot, Ltd.		133,418		314,539
Newcrest Mining, Ltd.		31,771		222,392
Nufarm, Ltd.		18,390		81,856
Woodside Petroleum, Ltd.		5,032		171,306

				989,577


*Bermuda (1.50%)*
Bunge, Ltd.		11,300		905,356
Sinofert Holdings, Ltd.		158,000		27,106

				932,462


*Brazil (2.72%)*
Companhia Siderurgica Nacional SA, ADR		26,893		140,382
Gerdau SA, ADR		21,097		163,291
Petroleo Brasileiro SA, ADR		29,328		467,488
Vale SA, ADR		60,042		919,843

				1,691,004


*Canada (12.47%)*
Agnico-Eagle Mines, Ltd.		7,264		198,050
Agrium, Inc.		12,057		1,084,909
Barrick Gold Corp.		41,822		693,130
Canadian Natural Resources, Ltd.		8,187		266,441
Detour Gold Corp.*		5,731		22,276
Eldorado Gold Corp.		29,693		178,289
EnCana Corp.		6,122		117,076
First Quantum Minerals, Ltd.		10,739		179,093
Goldcorp, Inc.		33,951		755,674
IAMGOLD Corp.		15,535		67,985
Kinross Gold Corp.		47,886		224,885
New Gold, Inc.*		20,442		106,005
Osisko Mining Corp.*		18,154		73,979
Pan American Silver Corp.		6,200		66,169
Potash Corp. of Saskatchewan, Inc.		70,691		2,214,104
Silver Wheaton Corp.		14,813		309,211
Suncor Energy, Inc.		11,864		406,651
Teck Resources, Ltd., Class B		8,514		204,887
TransCanada Corp.		5,584		246,210
Turquoise Hill Resources, Ltd.*		15,616		63,784
Yamana Gold, Inc.		31,468		282,236

				7,761,044


*Cayman Islands (0.00%)^(a)*
Chaoda Modern Agriculture Holdings, Ltd.*		348,000		449


*Chile (1.17%)*
Enersis SA		20,030		482,011
Sociedad Quimica y Minera de Chile SA, Sponsored ADR		9,919		248,074

				730,085


Security Description	Shares		Value
*China (1.02%)*
China BlueChemical, Ltd., Class H		126,000	$	85,489
China Petroleum & Chemical Corp., Class H		188,137		161,623
China Shenhua Energy Co., Ltd., Class H		28,216		95,721
Jiangxi Copper Co., Ltd., Class H		22,000		42,680
PetroChina Co., Ltd., Class H		162,119		191,761
Zijin Mining Group Co., Ltd., Class H		251,000		58,278

				635,552


*France (1.57%)*
Total SA		16,097		975,413


*Germany (0.92%)*
K+S AG		14,163		396,250
ThyssenKrupp AG*		6,808		178,216

				574,466


*Hong Kong (0.54%)*
China Agri-Industries Holdings, Ltd.		158,000		80,706
CNOOC, Ltd.		125,987		258,067

				338,773


*India (0.81%)*
Reliance Industries, Ltd., Sponsored GDR^(b)		12,696		347,109
Sesa Sterlite, Ltd.		13,638		157,519

				504,628


*Israel (0.72%)*
Israel Chemicals, Ltd.		35,169		299,765
The Israel Corp., Ltd.*		288		148,089

				447,854


*Japan (1.54%)*
INPEX Corp.		6,600		76,537
JFE Holdings, Inc.		9,300		208,977
Kobe Steel, Ltd.*		45,000		77,310
Nippon Steel & Sumitomo Metal Corp.		146,000		473,151
Sumitomo Metal Mining Co., Ltd.		9,000		119,742

				955,717


*Jersey (1.06%)*
Glencore International Plc		66,562		337,477
Polymetal International Plc		6,924		60,445
Randgold Resources, Ltd.		3,654		259,851

				657,773


*Luxembourg (0.50%)*
ArcelorMittal New York Registered Shares		18,056		311,099



		www.alpsfunds.com		5


				SCHEDULE OF INVESTMENTS
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| November 30, 2013


Security Description	Shares		Value
*Malaysia (1.44%)*
Genting Plantations BHD		15,900	$	54,266
IOI Corp., BHD		230,600		403,532
Kuala Lumpur Kepong BHD		32,320		246,687
PPB Group BHD		41,100		189,496

				893,981


*Mauritius (0.39%)*
Golden Agri-Resources, Ltd.		527,000		241,483


*Mexico (0.54%)*
Grupo Mexico SAB de CV, Series B		68,884		202,481
Industrias Penoles SAB de CV		5,299		134,479

				336,960


*Netherlands (1.90%)*
Nutreco NV		5,540		265,957
Schlumberger, Ltd.		10,377		917,534

				1,183,491


*Norway (1.03%)*
Norsk Hydro ASA		14,596		62,369
Yara International ASA		13,190		575,448

				637,817


*Peru (0.22%)*
Companhia de Minas Buenaventura SA, ADR		11,563		136,443


*Russia (6.67%)*
Gazprom OAO, ADR		93,437		806,361
LUKOIL OAO, Sponsored ADR		6,716		416,392
Mechel Steel Group, Sponsored ADR*		7,639		16,042
MMC Norilsk Nickel JSC, ADR		29,158		439,703
NovaTek OAO, Sponsored GDR^(c)		2,401		315,731
Phosagro OAO, GDR^(c)		31,887		313,290
Rosneft Oil Co., GDR^(c)		83,592		600,191
Severstal OAO, GDR^(c)		3,230		29,555
Uralkali, GDR^(c)		48,183		1,212,284

				4,149,549


*Singapore (0.95%)*
Olam International, Ltd.		117,000		143,587
Wilmar International, Ltd.		159,000		446,013

				589,600


*South Africa (1.33%)*
Anglo Platinum, Ltd.*		2,064		81,642
AngloGold Ashanti, Ltd., Sponsored ADR		16,118		219,044
Gold Fields, Ltd.		27,237		108,860
Harmony Gold Mining Co., Ltd.		6,433		18,614
Impala Platinum Holdings, Ltd.		17,976		208,639
Kumba Iron Ore, Ltd.		631		24,643


Security Description	Shares		Value
*South Africa continued*
Sasol, Ltd.		3,334	$	164,961

				826,403


*South Korea (0.64%)*
POSCO		1,289		398,892


*Spain (0.33%)*
Repsol YPF SA		7,749		203,533


*Switzerland (5.05%)*
Syngenta AG		7,653		3,005,812
Transocean, Ltd.		2,659		133,960

				3,139,772


*Taiwan (0.47%)*
China Steel Corp.		196,638		169,103
Taiwan Fertilizer Co., Ltd.		52,400		122,174

				291,277


*United Kingdom (7.36%)*
Anglo American Plc		22,569		498,185
Antofagasta Plc		6,378		82,865
BG Group Plc		25,517		521,296
BP Plc		148,469		1,170,979
Lonmin Plc*		17,652		90,379
Rio Tinto Plc		22,649		1,208,740
Royal Dutch Shell Plc, Class A		30,174		1,009,640

				4,582,084


*United States (43.03%)*
AGCO Corp.		7,426		432,787
Alcoa, Inc.		19,717		189,480
Allegheny Technologies, Inc.		2,059		68,400
Allied Nevada Gold Corp.*		4,114		13,659
American Vanguard Corp.		2,032		58,379
Anadarko Petroleum Corp.		3,950		350,839
Apache Corp.		3,047		278,770
Archer-Daniels-Midland Co.		52,866		2,127,857
Baker Hughes, Inc.		3,505		199,645
Blount International, Inc.*		37,150		1,130,068
Cabot Oil & Gas Corp.		3,174		109,344
Cameron International Corp.*		1,810		100,256
CF Industries Holdings, Inc.		4,684		1,018,208
Chesapeake Energy Corp.		4,657		125,134
Chevron Corp.		15,197		1,860,721
Clear Channel Outdoor Holdings, Inc.		7,300		147,986
Cliffs Natural Resources, Inc.		2,808		70,228
Coeur Mining, Inc.*		4,192		46,196
ConocoPhillips		9,588		698,006
Deere & Co.		31,355		2,641,345
Devon Energy Corp.		3,011		182,527
Ensco Plc, Class A		1,822		107,644
EOG Resources, Inc.		2,157		355,905
Exxon Mobil Corp.		34,635		3,237,680



6	Annual Report	November 30, 2013


				SCHEDULE OF INVESTMENTS
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| November 30, 2013


Security Description	Shares		Value
*United States continued*
Freeport-McMoRan Copper & Gold, Inc.		18,860	$	654,253
Halliburton Co.		6,781		357,223
Hecla Mining Co.		14,276		42,114
Hess Corp.		2,277		184,733
Ingredion, Inc.		6,328		437,644
Intrepid Potash, Inc.		4,423		68,335
Kinder Morgan, Inc.		5,218		185,448
Marathon Oil Corp.		5,574		200,887
Monsanto Co.		43,579		4,938,808
The Mosaic Co.		22,699		1,087,282
National Oilwell Varco, Inc.		3,383		275,715
Newmont Mining Corp.		20,585		511,126
Noble Energy, Inc.		2,802		196,812
Nucor Corp.		5,805		296,403
Occidental Petroleum Corp.		6,318		599,957
Pioneer Natural Resources Co.		1,096		194,814
Royal Gold, Inc.		2,642		119,128
Seaboard Corp.		23		64,975
Southern Copper Corp.		2,846		71,435
Southwestern Energy Co.*		2,831		109,446
Spectra Energy Corp.		5,231		175,500
United States Steel Corp.		2,637		70,698
Valero Energy Corp.		4,225		193,167
The Williams Co., Inc.		5,361		188,814

				26,775,781

TOTAL COMMON STOCKS (Cost $71,028,991)				61,892,962


7 Day Yield	Shares		Value

SHORT TERM INVESTMENTS (0.29%)
Dreyfus Treasury Prime Cash Management, Institutional Class 0.000%^(d)		182,119		182,119


TOTAL SHORT TERM INVESTMENTS (Cost $182,119)				182,119


TOTAL INVESTMENTS (99.77%) (Cost $71,211,110)				62,075,081

NET OTHER ASSETS AND LIABILITIES (0.23%)				141,549


NET ASSETS (100.00%)			$	62,216,630

Non-income producing security.

^(a)

Less than 0.005% of Net Assets.

^(b)

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At period end, the market value of this security restricted under Rule 144A was $347,109, representing 0.56% of the Fund’s net assets.

^(c)

These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. At the period end, the aggregate market values of these securities were $2,471,051, representing 3.97% of the Fund’s net assets.

^(d)

Less than 0.0005%.

Common Abbreviations:


ADR -		American Depositary Receipt.
AG -		Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.
ASA -		Allmennaksjeselskap is the Norwegian term for public limited company.
BHD -		Berhad (in Malaysia; equivalent to Public Limited Company).
GDR -		Global Depository Receipt.
JSC -		Joint Stock Company.
Ltd. -		Limited.
NV -		Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
OAO -		Otkytoe Aktsionernoe Obshchestvo (open Joint Stock Corporation) is a Russian term for a stock-based corporation.
Plc -		Public Limited Company.
SA -		Generally designated corporations in various countries, mostly those employing the civil law.

SAB de CV - A variable capital company.

See Notes to Financial Statements.



		www.alpsfunds.com		7


				STATEMENT OF ASSETS & LIABILITIES
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| November 30, 2013


ASSETS:
Investments, at value	$	62,075,081
Foreign currency, at value (Cost $15,663)		15,593
Foreign tax reclaims		49,352
Dividends receivable		115,271
Total Assets		62,255,297

LIABILITIES:
Payable for investments purchased		4,682
Payable to adviser		33,505
Overdraft payable		480
Total Liabilities		38,667
NET ASSETS	$	62,216,630


NET ASSETS CONSIST OF:
Paid-in capital	$	78,522,096
Undistributed net investment income		157,616
Accumulated net realized loss on investments and foreign currency transactions		(7,329,905	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(9,133,177	)
NET ASSETS	$	62,216,630


INVESTMENTS, AT COST	$	71,211,110

PRICING OF SHARES
Net Assets	$	62,216,630
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		1,450,020
Net Asset Value, offering and redemption price per share	$	42.91

See Notes to Financial Statements.



8	Annual Report	November 30, 2013


				STATEMENT OF OPERATIONS
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND


	For the Year Ended November 30, 2013
INVESTMENT INCOME:
Dividends^(a)	$	1,738,018
Total Investment Income		1,738,018

EXPENSES:
Investment adviser fee		449,391
Total Expenses		449,391
NET INVESTMENT INCOME		1,288,627

REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized loss on investments		(1,609,199)
Net realized loss on foreign currency transactions		(7,832)
Net change in unrealized depreciation on investments		(54,768)
Net change in unrealized appreciation on translation of assets and liabilities denominated in foreign currencies		998

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS		(1,670,801)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(382,174)

^(a)	Net of foreign tax withholdings of $131,142.

See Notes to Financial Statements.



		www.alpsfunds.com		9


				STATEMENTS OF CHANGES IN NET ASSETS
				JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012
OPERATIONS:
Net investment income	$	1,288,627		$	1,339,773
Net realized loss on investments and foreign currency transactions		(1,617,031	)		(1,686,119	)
Net change in unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(53,770	)		(397,803	)
Net decrease in net assets resulting from operations		(382,174	)		(744,149	)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(1,333,070	)		(1,276,823	)
Total distributions		(1,333,070	)		(1,276,823	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		–			9,514,413
Cost of shares redeemed		(13,267,466	)		(21,833,445	)
Net decrease from share transactions		(13,267,466	)		(12,319,032	)
Net decrease in net assets		(14,982,710	)		(14,340,004	)

NET ASSETS:
Beginning of year		77,199,340			91,539,344
End of year *	$	62,216,630		$	77,199,340


*Including undistributed net investment income of:	$	157,616		$	250,841

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		1,750,020			2,050,017
Shares sold		0			200,003
Shares redeemed		(300,000	)		(500,000	)
Shares outstanding, end of year		1,450,020			1,750,020

See Notes to Financial Statements.



10	Annual Report	November 30, 2013

FINANCIAL HIGHLIGHTS

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND

For a Share Outstanding Throughout the Periods Presented


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012			For the Period January 1, 2011 to November 30, 2011^(a)			For the Year Ended December 31, 2010			For the Period Ended September 21, 2009 (inception) through December 31, 2009
NET ASSET VALUE, BEGINNING OF PERIOD	$	44.11		$	44.65		$	49.33		$	42.82		$	39.74

INCOME/(LOSS) FROM INVESTMENTOPERATIONS:
Net investment income		0.81	^(b)		0.71	^(b)		0.58	^(b)		0.46	^(b)		0.12
Net realized and unrealized gain/(loss)		(1.17	)		(0.57	)		(4.78	)		6.54			3.08
Total from investment operations		(0.36	)		0.14			(4.20	)		7.00			3.20

DISTRIBUTIONS:
From net investment income		(0.84	)		(0.68	)		(0.48	)		(0.49	)		(0.12	)
Total distributions		(0.84	)		(0.68	)		(0.48	)		(0.49	)		(0.12	)
NET INCREASE/(DECREASE) IN NET ASSET VALUE		(1.20	)		(0.54	)		(4.68	)		6.51			3.08
NET ASSET VALUE, END OF YEAR	$	42.91		$	44.11		$	44.65		$	49.33		$	42.82

TOTAL RETURN^(c)		(0.78	)%		0.35	%		(8.56	)%		16.60	%		8.06	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s)	$	62,217		$	77,199		$	91,539		$	111,001		$	70,658
RATIOS TO AVERAGE NET ASSETS
Expenses		0.65	%		0.65	%		0.65	%^(d)		0.65	%		0.65	%^(d)
Net investment income		1.86	%		1.61	%		1.29	%^(d)		1.09	%		1.53	%^(d)
PORTFOLIO TURNOVER RATE^(e)		20	%		13	%		10	%		18	%		7	%

^(a)

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

^(b)

Based on average shares outstanding during the period.

^(c)

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

^(d)

Annualized.

^(e)

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

See Notes to Financial Statements.



		www.alpsfunds.com		11


				NOTES TO FINANCIAL STATEMENTS
				November 30, 2013

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2013, the Trust consists of nineteen 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 (the “Fund”). The investment objective of the Fund is to seek investment results that replicate as closely as possible, before fees and expenses, the price and yield of the Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index.

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

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

Portfolio securities listed on any exchange other than the National Association of Securities Dealers Automated Quotation (“NASDAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. 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.

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

B. Foreign Securities



12	Annual Report	November 30, 2013


				NOTES TO FINANCIAL STATEMENTS
				November 30, 2013

Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

C. Foreign Currency Translation

D. Securities Transactions and Investment Income

E. Dividends and Distributions to Shareholders

F. Federal Tax and Tax Basis Information

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

For the year ended November 30, 2013, permanent book and tax differences resulting primarily from differing treatment of foreign currency and in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:

Undistributed

Net Investment
Income

Accumulated

Net Realized

Loss

Paid-in Capital

Jefferies | TR/J CRB Global Commodity Equity Index Fund

(48,782

)

(927,195

)

975,977

At November 30, 2013, the Fund had available for tax purposes unused pre-enactment capital loss carryforwards as follows:


		Expiring November 30, 2018
Jefferies \| TR/J CRB Global Commodity Equity Index Fund		$ 734,357

At November 30, 2013, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:


	Short-Term	Long-Term
Jefferies \| TR/J CRB Global Commodity Equity Index Fund	$ 1,671,009	$ 4,489,109



		www.alpsfunds.com		13


				NOTES TO FINANCIAL STATEMENTS
				November 30, 2013

The tax character of the distributions paid was as follows:


	Year Ended November 30, 2013 Distributions paid from: Ordinary Income		Year Ended November 30, 2012 Distributions paid from: Ordinary Income
Jefferies \| TR/J CRB Global Commodity Equity Index Fund	$	1,333,070	$	1,276,823

As of November 30, 2013, the components of distributable earnings on a tax basis for the Fund were as follows:


	Jefferies \| TR/J CRB Global Commodity Equity Index Fund
Undistributed net investment income	$	163,603
Accumulated capital losses		(6,894,475	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(9,574,594	)

Total	$	(16,305,466	)

As of November 30, 2013, 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
Cost of investments for income tax purposes	$	71,652,527

Gross Appreciation (excess of value over tax cost)	$	5,897,167
Gross Depreciation (excess of tax cost over value)		(15,474,613	)
Net unrealized appreciation of foreign currency		2,852

Net Unrealized Depreciation	$	(9,574,594	)

The differences between book-basis and tax-basis are due to the deferral of losses from wash sales and Passive Foreign Investment Company (“PFIC”) adjustments.

G. Income Taxes

H. Fair Value Measurements

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



14	Annual Report	November 30, 2013


				NOTES TO FINANCIAL STATEMENTS
				November 30, 2013

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

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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

The following is a summary of the inputs used to value the Funds investments at November 30, 2013:


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

Common Stocks
Cayman Islands	$	–	$	449	$	–	$	449
Other		61,892,513		–		–		61,892,513
Short Term Investments		182,119		–		–		182,119

TOTAL	$	62,074,632	$	449	$	–	$	62,075,081

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

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 0.65% of the Fund’s average daily net assets. From time to time, the Investment Adviser may waive all or a portion of its fee.

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



		www.alpsfunds.com		15


				NOTES TO FINANCIAL STATEMENTS
				November 30, 2013

ALPS Fund Services, Inc. (“ALPS”), an affiliate of the Investment Adviser, is the administrator of 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 $5,000, $3,750 for each regularly scheduled Board meeting attended and $1,500 for each special meeting held outside of regularly scheduled meetings.

4. PURCHASES AND SALES OF SECURITIES

For the year ended November 30, 2013, 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	$ 13,853,144	$ 14,254,171

For the year ended November 30, 2013, 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	$ 0	$ 12,885,785

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

5. CAPITAL SHARE TRANSACTIONS

6. INDEMNIFICATIONS

7. NEW ACCOUNTING PRONOUNCEMENTS



16	Annual Report	November 30, 2013


				ADDITIONAL INFORMATION
				November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

PORTFOLIO HOLDINGS

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

TAX DESIGNATIONS

Pursuant to Section 853(c) of the Internal Revenue Code, the Fund designates the following:


	Foreign Taxes Paid		Foreign Source Income
Jefferies TR/J CRB Global Commodity Equity Index Fund	$	120,533	$	1,261,879

The Fund designates the following for federal income tax purposes for distributions made during the calendar year ended December 31, 2012:


	Qualified Dividend Income	Qualified Received Deduction
Jefferies TR/J CRB Global Commodity Equity Index Fund	100.00%	48.49%



		www.alpsfunds.com		17


				BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT
				November 30, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013, 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 continuance of the Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser”) with respect to the Jefferies | TR/J CRB Global Commodity Equity Index Fund (“CRBQ”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for CRBQ, the Board considered numerous factors, as described below.

With respect to the nature, extent and quality of the services provided by the Adviser under the Advisory Agreement, representatives from the Adviser presented the Adviser’s materials regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that include in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to renew the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the functions performed by the Adviser, information describing the Adviser’s organization, the background and experience of the persons responsible for the day-to-day management of CRBQ and financial information regarding the Adviser. The Board reviewed information on the performance of CRBQ and the performance of its benchmark index, and evaluated the correlation and tracking error between the underlying index and CRBQ’s performance. Based on its review, the Board found that the nature and extent of services provided to CRBQ under the Advisory Agreement were appropriate and that the quality was satisfactory.

The Independent Trustees noted the services provided by the Adviser for the annual advisory fee of 0.65% of CRBQ’s average daily net assets. The Independent Trustees noted that the advisory fees for CRBQ were unitary fees pursuant to which the Adviser assumes all expenses of CRBQ (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained comparisons of cost and expense structures of CRBQ with other funds’ cost and expense structures, as well as comparisons of CRBQ’s performance with the performance during similar periods of members of a peer group identified pursuant to Lipper’s methodology. The Independent Trustees noted that the advisory fee rate for CRBQ was higher than others in its Lipper peer group but that CRBQ’s total expense ratio was only slightly higher than the peer group median. The Independent Trustees also considered information provided by the Adviser about the costs and profitability of the Adviser in respect of CRBQ. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for CRBQ was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with CRBQ and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees noted the relatively small size of CRBQ and considered whether there have been economies of scale with respect to management of CRBQ, whether CRBQ has appropriately benefited from any economies of scale, and whether the fee is reasonable in relation to CRBQ’s assets and any economies of scale that may exist. The Independent Trustees concluded that the Adviser was not realizing any economies of scale.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of CRBQ and its shareholders. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.



18	Annual Report	November 30, 2013


				TRUSTEES & OFFICERS
				November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); and Reaves Utility Income Fund.
Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 – present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 – present; Advisor, Pauls Corporation (real estate investment management and development), 2008 – present; Chairman, Ross Consulting Group (real estate consulting services) 1983 – 2013; Advisory Board, Neenan Company (construction services) 2002 – present; Board Member, Urban Land Conservancy (a not- for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.



		www.alpsfunds.com		19


				TRUSTEES & OFFICERS
				November 30, 2013 (Unaudited)

INTERESTED TRUSTEE

Name, Address

and Year of Birth

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,

1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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.



20	Annual Report	November 30, 2013


				TRUSTEES & OFFICERS
				November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005 – 2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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.



		www.alpsfunds.com		21

LOGO


		Alerian Exchange Traded Funds		Table of Contents

LOGO


Performance Overview
Alerian MLP ETF			2
Alerian Energy Infrastructure ETF			5

Disclosure of Fund Expenses			8

Report of Independent Registered Public Accounting Firm			9

Financial Statements

Alerian MLP ETF
Schedule of Investments			10
Statement of Assets and Liabilities			12
Statement of Operations			13
Statements of Changes in Net Assets			14
Financial Highlights			16

Alerian Energy Infrastructure ETF
Schedule of Investments			18
Statement of Assets and Liabilities			20
Statement of Operations			21
Statements of Changes in Net Assets			22
Financial Highlights			23

Notes to Financial Statements			24

Additional Information			36

Board Considerations Regarding Approval of Investment Advisory Agreement
Alerian MLP ETF			37
Alerian Energy Infrastructure ETF			39

Trustees & Officers			41


			1
Annual \| November 30, 2013			1


		Alerian MLP ETF		Performance Overview
				November 30, 2013 (Unaudited)

Fund Description

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

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

Performance Overview

During the twelve month period from November 30, 2012 to November 30, 2013, the Alerian MLP Infrastructure Index (AMZI) gained 24.4% on a total return basis. The index yield during this period averaged 5.7%.

During December 2012, indecision surrounding the fiscal cliff and potential tax law changes impacted MLP performance negatively by 3.3%. However, such effects were more than reversed in January when the AMZI gained +12.9% on a total return basis. Since then, MLPs have performed fairly steadily, except for a short period when the Federal Reserve announced in May that it would begin tapering its bond buying program.

Despite macroeconomic factors influencing MLP performance, the underlying distributions of index constituents continued to grow during the past year. Distributions paid to Fund holders increased from $0.256 per share in November 2012 to $0.274 per share by November 2013, representing a 7% year-over-year increase.

In 2013, MLPs announced and put into service several infrastructure assets addressing takeaway needs from various areas experiencing dramatic production growth. In the Marcellus Shale in the Northeast, natural gas pipelines were expanded, connecting lines were built to larger trunklines, and a handful of pipelines transporting natural gas liquids are either under construction or being proposed. In the Bakken Shale in North Dakota, MLPs are at the forefront of the crude-by-rail trend, constructing loading and unloading terminals along major rail lines. Moving crude via rail has allowed producers the flexibility to ship Bakken crude to favorably priced markets across the US including California, the Midwest, and the Gulf Coast.

Further down south in Mont Belvieu, Texas, many MLPs continue to build out fractionation plants and expand pipelines that carry natural gas liquids to petrochemical plants along the Gulf Coast. In addition, MLPs have emerged as the leading operators of liquefied petroleum gas (LPG) export facilities along the Gulf Coast. The oversupply of natural gas liquids domestically plus an increased demand for propane and butane overseas has created favorable opportunities for MLPs to expand and built out additional export docks and ancillary facilities.


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		Alerian MLP ETF		Performance Overview
				November 30, 2013 (Unaudited)

An energy revolution is taking place in the United States through directional drilling and hydraulic fracturing, and recoverable oil and gas reserves are at levels not seen in decades. Industry executives and analysts estimate that the US will be net energy independent sometime in the next 10 years (Source: Internal Energy Agency 2013). The MLP-owned energy infrastructure assets, including pipelines, storage facilities, and processing plants, are the means by which the reserves and production in supply basins make their way to demand centers.

With toll-road business models anchored by inflation-indexed tariff increases and billions of dollars of infrastructure opportunities over the next few decades, we believe MLPs continue to represent a compelling investment opportunity for investors seeking attractive risk-adjusted returns.

Alerian MLP ETF Performance as of November 30, 2013


	1 Year	3 Year	Since Inception Annualized*
NAV	15.16%	10.27%	11.80%
Market Price**	15.09%	10.27%	11.80%
Alerian MLP Infrastructure Index	24.41%	16.92%	19.27%

Total Expense Ratio (per the current prospectus) 4.85%.

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

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

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


			3
Annual \| November 30, 2013			3


		Alerian MLP ETF		Performance Overview
				November 30, 2013 (Unaudited)

Top 10 Holdings^* as of November 30, 2013


Enterprise Products Partners LP			9.7%
Kinder Morgan Energy Partners LP			9.2%
Magellan Midstream Partners LP			7.8%
Energy Transfer Partners LP			7.1%
Plains All American Pipeline LP			6.8%
MarkWest Energy Partners LP			6.6%


ONEOK Partners LP			4.7%
Williams Partners LP			4.7%
Buckeye Partners LP			4.5%
Enbridge Energy Partners LP			4.2%

Percent of Total Investments in Top Ten Holdings			65.3%
* % of Total Investments. Holdings are subject to change.

Growth of $10k as of November 30, 2013

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

LOGO


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		Alerian Energy Infrastructure ETF		Performance Overview
				November 30, 2013 (Unaudited)

Fund Description

The Alerian Energy Infrastructure ETF (NYSE: ENFR) delivers exposure to the Alerian Energy Infrastructure Index (CME: AMEI), a composite of 30 core North American energy infrastructure companies that engage in the transportation, storage, and processing of energy commodities. Index constituents belong to one of five categories US MLP affiliates (30%), energy infrastructure MLPs (25%), Canadian energy infrastructure companies (20%), US energy infrastructure companies (15%), and Canadian MLP affiliates (10%).

Performance Overview

During the period from November 1, 2013 to November 30, 2013, the Alerian Energy Infrastructure Index (AMEI) fell 0.4% on a total return basis and yielded 3.9% on average. Performance of the Fund’s holdings was impacted by overall weakness in the equity markets as well as year-end tax loss selling. Additionally, third quarter results for a number of the index’s constituents fell short of analyst expectations, which also resulted in analysts tempering their estimates for 2014.

That said, index constituents continued to announce additional growth projects and increases to their near term (2014-2015) and long-term (beyond 2015) capital investment programs. Notably, over $3 billion of pipeline projects supporting the Fort Hills oil sands project in Canada were announced. Other announced projects include additional diluent transportation capacity to Canada as well as natural gas liquid (NGL) takeaway pipelines from the Marcellus.

An energy revolution is taking place in North America through directional drilling and hydraulic fracturing, and recoverable oil and gas reserves are at levels not seen in decades. The energy infrastructure assets, including pipelines, storage facilities, and processing plants, owned by the constituents in the Alerian Energy Infrastructure Index are the means by which the reserves and production in supply basins make their way to demand centers.

With toll-road business models anchored by inflation-indexed tariff increases and billions of dollars of infrastructure opportunities over the next few decades, we believe energy infrastructure companies continue to represent a compelling investment opportunity for investors.


			5
Annual \| November 30, 2013			5


		Alerian Energy Infrastructure ETF		Performance Overview
				November 30, 2013 (Unaudited)

Alerian Energy Infrastructure ETF Performance as of November 30, 2013


		Since Inception*
NAV		-0.56%
Market Price**		-0.40%
Alerian Energy Infrastructure Index		-0.38%

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

*	The Fund commenced Investment Operations on November 1, 2013. Total return for a period of less than one year is not annualized.

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

The Alerian Energy Infrastructure Index is comprised of 30 equity securities of issuers headquartered or incorporated in the United States and Canada that engage in the transportation, storage, and processing of energy commodities.


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		Alerian Energy Infrastructure ETF		Performance Overview
				November 30, 2013 (Unaudited)

Top 10 Holdings* as of November 30, 2013


Crosstex Energy, Inc.			6.6%
SemGroup Corp.			4.7%
Targa Resources Corp.			4.5%
ONEOK, Inc.			4.5%
TransCanada Corp.			4.5%
Enbridge, Inc.			4.4%


Spectra Energy Corp.			4.1%
Kinder Morgan, Inc.			4.0%
The Williams Cos., Inc.			4.0%
Magellan Midstream Partners LP			3.9%

Percent of Total Investments in Top Ten Holdings			45.2%
* % of Total Investments. Holdings are subject to change.

Growth of $10k as of November 30, 2013

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

LOGO


			7
Annual \| November 30, 2013			7


		Alerian Exchange Traded Funds		Disclosure of Fund Expenses
				November 30, 2013 (Unaudited)

Shareholder Expense Example: As a shareholder of the Funds, 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 the beginning of the (six month) period and held though November 30, 2013.


	Beginning Account Value 6/1/13		Ending Account Value 11/30/13		Expense Ratio^(a)		Expenses Paid During Period 6/1/13 - 11/30/13^(b)
Alerian MLP ETF
Actual	$	1,000.00	$	1,048.50		0.85%	$	4.36
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.81		0.85%	$	4.31
Alerian Energy Infrastructure ETF
Actual^(c)	$	1,000.00	$	994.40		0.65%	$	0.53
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.81		0.65%	$	3.29

^(a)

The Fund’s expense ratios have been based on the Fund’s most recent fiscal half-year expenses (excluding current and net deferred tax expenses/benefits and franchise tax expense).

^(b)

^(c)

The actual expenses paid during the period is based on the commencement of operations on November 1, 2013.


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LOGO

Alerian Exchange Traded Funds

Report of Independent Registered

Public Accounting Firm

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Alerian MLP ETF and Alerian Energy Infrastructure ETF, two of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented for the Alerian MLP ETF, and the related statements of operations, changes in net assets, and the financial highlights for the period November 1, 2013 (commencement of operations) to November 30, 2013 for the Alerian Energy Infrastructure ETF. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Alerian MLP ETF and Alerian Energy Infrastructure ETF of the ALPS ETF Trust as of November 30, 2013, the results of their operations, the changes in their net assets, and the financials highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014


			9
Annual \| November 30, 2013			9


		Alerian MLP ETF		Schedule of Investments
				November 30, 2013


Security Description	Shares		Value


Master Limited Partnerships Shares (108.79%)
*Gathering & Processing (30.73%)*
Access Midstream Partners LP		4,431,619	$	248,924,039
Atlas Pipeline Partners LP		3,904,048		136,485,518
DCP Midstream Partners LP		3,699,562		178,244,897
MarkWest Energy Partners LP		7,656,526		528,836,251
PVR Partners LP		5,223,356		129,016,893
Regency Energy Partners LP		8,259,180		201,358,808
Targa Resources Partners LP		5,014,034		255,966,436
Western Gas Partners LP		3,326,398		211,825,025
Williams Partners LP		7,366,116		378,544,701

				2,269,202,568

*Natural Gas Transportation (32.72%)*
Boardwalk Pipeline Partners LP		6,351,359		167,294,796
El Paso Pipeline Partners LP		6,881,378		286,127,697
Energy Transfer Partners LP		10,533,254		570,481,037
Enterprise Products Partners LP		12,384,027		779,822,180
ONEOK Partners LP		7,110,437		380,835,006
Spectra Energy Partners LP		2,484,378		111,697,635
TC Pipelines LP		2,444,660		119,788,340

				2,416,046,691

*Petroleum Transportation (45.34%)*
Buckeye Partners LP		5,368,667		365,552,536
Enbridge Energy Partners LP		11,225,104		337,763,379
Genesis Energy LP		3,739,495		194,005,001
Kinder Morgan Energy Partners LP		9,057,487		742,442,209
Magellan Midstream Partners LP		10,065,515		625,471,102
NuStar Energy LP		3,522,057		187,901,741
Plains All American Pipeline LP		10,599,985		546,641,227
Sunoco Logistics Partners LP		3,792,371		268,424,019
Tesoro Logistics LP		1,565,126		80,212,708

				3,348,413,922

Total Master Limited Partnerships Shares (Cost $6,221,229,117)				8,033,663,181


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		Alerian MLP ETF		Schedule of Investments
				November 30, 2013


Security Description	7 Day Yield		Shares		Value


Short Term Investments (0.01%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(a)		1,032,779	$	1,032,779


Total Short Term Investments (Cost $1,032,779)						1,032,779


Total Investments (108.80%) (Cost $6,222,261,896)						8,034,695,960
Net Liabilities Less Other Assets (-8.80%)						(650,011,347)

Net Assets (100.00%)					$	7,384,684,613

^(a)Less than 0.00005%. Common Abbreviations: LP - Limited Partnerships.

See Notes to Financial Statements.

Annual | November 30, 2013


		Alerian MLP ETF		Statement of Assets & Liabilities
				November 30, 2013


ASSETS:
Investments, at value	$	8,034,695,960
Receivable for securities sold		14,028
Receivable for shares sold		13,983
Income tax receivable		5,547,683
Total Assets		8,040,271,654

LIABILITIES:
Overdraft payable		130,294
Franchise tax payable		828,516
Deferred tax liability		649,588,551
Payable to adviser		5,039,680
Total Liabilities		655,587,041
NET ASSETS	$	7,384,684,613


NET ASSETS CONSIST OF:
Paid-in capital	$	6,294,024,849
Distributions in excess of net investment loss, net of income taxes		(56,770,164	)
Accumulated net realized gain on investments, net of income taxes		7,729,255
Net unrealized appreciation on investments, net of income taxes		1,139,700,673
NET ASSETS	$	7,384,684,613


INVESTMENTS, AT COST	$	6,222,261,896

PRICING OF SHARES
Net Assets	$	7,384,684,613
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		417,561,799
Net Asset Value, offering and redemption price per share	$	17.69

See Notes to Financial Statements.


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		Alerian MLP ETF		Statement of Operations
				For the Year Ended November 30, 2013


INVESTMENT INCOME:
Distributions from master limited partnerships	$	382,134,121
Less return of capital distributions		(382,134,121	)
Total Investment Income		–

EXPENSES:
Franchise tax expense		947,740
Investment adviser fee		51,567,615
Total Expenses		52,515,355
NET INVESTMENT LOSS, BEFORE INCOME TAXES		(52,515,355	)
Deferred income tax benefit		19,380,288
NET INVESTMENT LOSS		(33,135,067	)

REALIZED AND UNREALIZED GAIN/(LOSS):
Net realized loss on investments,before income taxes		(21,462,628	)
Current income tax expense		(327,042	)
Deferred income tax benefit		8,444,231
Net realized loss on investments		(13,345,439	)

Net change in unrealized appreciation on investments, before income taxes		1,336,321,384
Deferred income tax expense		(494,589,986	)
Net change in unrealized appreciation on investments		841,731,398
NET REALIZED AND UNREALIZED GAIN		828,385,959
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	795,250,892

See Notes to Financial Statements.

Annual | November 30, 2013


		Alerian MLP ETF		Statements of Changes in Net Assets


	For the Year Ended November 30, 2013			For the Year Ended November 30, 2012
OPERATIONS:
Net investment loss	$	(33,135,067	)	$	(17,666,906	)
Net realized gain/(loss) on investments		(13,345,439	)		17,955,611
Net change in unrealized appreciation on investments		841,731,398			216,274,212
Net increase in net assets resulting from operations		795,250,892			216,562,917

DISTRIBUTIONS TO SHAREHOLDERS:
From net realized gains		–			(660,911	)
From tax return of capital		(383,931,834	)		(209,317,584	)
Total distributions		(383,931,834	)		(209,978,495	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		2,828,412,621			2,788,664,270
Issued to shareholders in reinvestment distributions		2,121,281			–
Cost of shares redeemed		(323,983,737	)		(41,820,413	)
Net increase from share transactions		2,506,550,165			2,746,843,857
Net increase in net assets		2,917,869,223			2,753,428,279

NET ASSETS:
Beginning of year		4,466,815,390			1,713,387,111
End of year*	$	7,384,684,613		$	4,466,815,390


*Including distributions in excess of net investment loss, net of income taxes of:	$	(56,770,164	)	$	(23,635,097	)

OTHER INFORMATION:
SHARE TRANSACTIONS:
Beginning shares		273,740,266			107,276,019
Shares sold		162,250,000			169,164,247
Distributions reinvested		121,533			–
Shares redeemed		(18,550,000	)		(2,700,000	)
Shares outstanding, end of year		417,561,799			273,740,266

See Notes to Financial Statements.


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Intentionally Left Blank


		Alerian MLP ETF

NET ASSET VALUE, BEGINNING OF PERIOD

INCOME/(LOSS) FROM OPERATIONS:

Net investment loss ^(b)

Net realized and unrealized gain on investments

Total from investment operations

DISTRIBUTIONS:

From net realized gains

From tax return of capital

Total distributions

NET INCREASE/(DECREASE) IN NET ASSET VALUE

NET ASSET VALUE, END OF YEAR

TOTAL RETURN^(d)

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (in 000s)

RATIOS TO AVERAGE NET ASSETS:

Expenses (excluding net current and deferred tax expenses/benefits and franchise tax expense)

Expenses (including net current and deferred tax expenses/benefits)^(e)

Expenses (including current and deferred tax expenses/benefits)^(g)

Net investment loss (excluding deferred tax expenses/benefits and franchise tax expense)

Net investment loss (including deferred tax expenses/benefits)

PORTFOLIO TURNOVER RATE^(h)

^(a)

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

^(b)

Based on average shares outstanding during the period.

^(c)

Less than ($0.005) per share.

^(d)

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

^(e)

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

^(f)

Annualized.

^(g)

Includes amount of current and deferred tax benefit associated with net investment loss.

^(h)

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

See Notes to Financial Statements.


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Financial Highlights

For a Share Outstanding Throughout the Periods Presented


For the Year Ended November 30, 2013				For the Year Ended November 30, 2012				For the Period January 1, 2011 to November 30, 2011^(a)				For the Period August 25, 2010 (Inception) to December 31, 2010
	$	16.32			$	15.97			$	16.05			$	15.00


		(0.09	)			(0.09	)			(0.08	)			(0.03	)
		2.53				1.44				1.00				1.33
		2.44				1.35				0.92				1.30


		–				(0.00	)^(b)(c)			(0.14	)^(b)			–
		(1.07	)			(1.00	)			(0.86	)			(0.25	)
		(1.07	)			(1.00	)			(1.00	)			(0.25	)
		1.37				0.35				(0.08	)			1.05
	$	17.69			$	16.32			$	15.97			$	16.05

		15.16	%			8.62	%			5.93	%			8.66	%



	$	7,384,685			$	4,466,815			$	1,713,387			$	611,467


		0.85	%			0.85	%			0.85	%^(f)			0.85	%^(f)
		8.56	%			4.85	%			4.86	%^(f)			13.56	%^(f)
		0.55	%			0.54	%			0.53	%^(f)			0.52	%^(f)

		(0.85	)%			(0.85	%)			(0.85	%)^(f)			(0.85	%)^(f)
		(0.55	)%			(0.54	%)			(0.53	%)^(f)			(0.52	%)^(f)
		12	%			12	%			10	%			12	%


			17
Annual \| November 30, 2013			17


		Alerian Energy Infrastructure ETF		Schedule of Investments
				November 30, 2013


Security Description	Shares		Value


Canadian Infrastructure (18.89%)
*Energy (13.74%)*
AltaGas, Ltd.		2,797	$	102,082
Gibson Energy, Inc.		4,059		98,023
Inter Pipeline, Ltd.		4,351		104,091
Pembina Pipeline Corp.		3,097		98,371
Veresen, Inc.		8,522		109,718

				512,285

*Utilities (5.15%)*
Emera, Inc.		3,338		92,109
Keyera Corp.		1,729		99,944

				192,053

Total Canadian Infrastructure (Cost $721,677)				704,338


Canadian Master Limited Partnership Affiliate (8.93%)
*Energy (8.93%)*
Enbridge, Inc.		4,011		165,000
TransCanada Corp.		3,810		167,990

				332,990

Total Canadian Master Limited Partnership Affiliate (Cost $347,588)				332,990


Master Limited Partnership (24.30%)
*Energy (24.30%)*
Boardwalk Pipeline Partners LP		4,183		110,180
Energy Transfer Partners LP		2,441		132,204
Enterprise Products Partners LP		2,114		133,119
Magellan Midstream Partners LP		2,333		144,973
MarkWest Energy Partners LP		1,810		125,017
Plains All American Pipeline LP		2,456		126,656
Western Gas Partners LP		2,108		134,237

				906,386

Total Master Limited Partnership (Cost $911,862)				906,386


U.S. Infrastructure (14.88%)
*Utilities (14.88%)*
Atmos Energy Corp.		1,883		83,699
CenterPoint Energy, Inc.		3,260		76,382
Dominion Resources, Inc.		1,293		83,929


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		Alerian Energy Infrastructure ETF		Schedule of Investments
				November 30, 2013


Security Description		Shares		Value

*Utilities (continued)*
New Jersey Resources Corp.			1,762	$	80,506
NiSource, Inc.			2,555		80,789
OGE Energy Corp.			2,134		73,452
Questar Corp.			3,392		76,388

					555,145

Total U.S. Infrastructure
(Cost $567,098)					555,145


U.S. Master Limited Partnership Affiliate (32.44%)
*Energy (32.44%)*
Crosstex Energy, Inc.			7,616		247,520
Kinder Morgan, Inc.			4,224		150,121
ONEOK, Inc.			2,901		168,461
SemGroup Corp.			2,823		173,276
Spectra Energy Corp.			4,537		152,216
Targa Resources Corp.			2,083		168,910
The Williams Cos., Inc.			4,236		149,192

					1,209,696

Total U.S. Master Limited Partnership Affiliate
(Cost $1,182,102)					1,209,696


Security Description	7 Day Yield	Shares		Value

Short Term Investments (0.43%)
Dreyfus Treasury Prime Cash Management, Institutional Class	0.000%^(a)		16,062		16,062


Total Short Term Investments
(Cost $16,062)					16,062


Total Investments (99.87%)
(Cost $3,746,389)					3,724,617
Net Liabilities Less Other Assets (0.13%)					4,713

Net Assets (100.00%)				$	3,729,330

^(a)

Less than 0.00005%.

Common Abbreviations:

LP - Limited Partnerships.

Ltd. - Limited.

See Notes to Financial Statements.


			19
Annual \| November 30, 2013			19


		Alerian Energy Infrastructure ETF		Statement of Assets & Liabilities
				November 30, 2013


ASSETS:
Investments, at value	$	3,724,617
Dividends receivable		6,359
Total Assets		3,730,976

LIABILITIES:
Payable to adviser		1,646
Total Liabilities		1,646
NET ASSETS	$	3,729,330


NET ASSETS CONSIST OF:
Paid-in capital	$	3,743,019
Accumulated net investment income		4,749
Accumulated net realized gain on investments		3,369
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(21,807	)
NET ASSETS	$	3,729,330


INVESTMENTS, AT COST	$	3,746,389

PRICING OF SHARES
Net Assets	$	3,729,330
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		150,002
Net Asset Value, offering and redemption price per share	$	24.86

See Notes to Financial Statements.


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LOGO

Alerian Energy Infrastructure ETF

Statement of Operations

For the Period November 1, 2013 (commencement

of operations) to November 30, 2013


INVESTMENT INCOME:
Dividends^(a)	$	9,764
Total Investment Income		9,764

EXPENSES:
Investment adviser fees		1,646
Total Expenses		1,646
NET INVESTMENT INCOME		8,118

REALIZED AND UNREALIZED GAIN/(LOSS):
Net change in unrealized depreciation on investments		(21,772	)
Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies		(35	)
NET UNREALIZED LOSS ON INVESTMENTS		(21,807	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(13,689	)

^(a)Net of foreign tax withholding	$	511

See Notes to Financial Statements.


			21
Annual \| November 30, 2013			21


		Alerian Energy Infrastructure ETF		Statements of Changes in Net Assets


	For the Period November 1, 2013 (commencement of operations) to November 30, 2013
OPERATIONS:
Net investment income	$	8,118
Net change in unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(21,807	)
Net decrease in net assets resulting from operations		(13,689	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		3,743,019
Net increase from share transactions		3,743,019
Net increase in net assets		3,729,330

NET ASSETS:
Beginning of period		–
End of period*	$	3,729,330


*Including accumulated net investment income of:	$	4,749

OTHER INFORMATION:
CAPITAL SHARES TRANSACTIONS:
Beginning Shares		–
Shares Sold		150,002
Shares Outstanding, end of period		150,002

See Notes to Financial Statements.


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		Alerian Energy Infrastructure ETF		Financial Highlights
		For a Share Outstanding Throughout the Period Presented


	For the Period November 1, 2013 (commencement of operations) to November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD	$	25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		0.06
Net realized and unrealized loss		(0.20	)
Total from investment operations		(0.14	)

NET (DECREASE) IN NET ASSET VALUE		(0.14	)
NET ASSET VALUE, END OF PERIOD	$	24.86

TOTAL RETURN^(b)		(0.56	)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)	$	3,729
RATIO TO AVERAGE NET ASSETS:
Expenses		0.65	%^(c)
Net investment income		3.21	%^(c)
PORTFOLIO TURNOVER RATE^(d)		0	%

^(a)

Based on average shares outstanding during the period.

^(b)

^(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.


			23
Annual \| November 30, 2013			23


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

1. Organization

The investment objective of the Alerian MLP ETF is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian MLP Infrastructure Index. The Alerian MLP ETF commenced investment operations on August 24, 2010 and began trading on the exchange on August 25, 2010.

The investment objective of the Alerian Energy Infrastructure ETF is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian Energy Infrastructure Index. The Alerian Energy Infrastructure ETF commenced Investment Operations on November 1, 2013.

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

2. Significant Accounting Policies

A. Use of Estimates

The following is a summary of significant accounting policies consistently followed by the 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.

B. Portfolio Valuation

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


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24		www.alpsfunds.com \| 866.513.5856


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

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.

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

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 last in, first out (“LIFO”) cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis, including amortization of premiums and accretion of discounts.

D. Dividends and Distributions to Shareholders

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

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


			25
Annual \| November 30, 2013			25


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

November 30, 2013, the Alerian MLP ETF distributed $383,931,834 of which 100% is characterized as return of capital from MLP distributions received.

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

E. Federal Income Taxation and Tax Basis Information

Alerian MLP ETF

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

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


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26		www.alpsfunds.com \| 866.513.5856


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

new information becomes available. The Fund will generally compute deferred income taxes based on the marginal regular federal income tax rate applicable to corporations and an assumed rate attributable to state taxes.

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

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

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


Alerian MLP ETF	Year ended November 30, 2013

	Current	Deferred	Total
Federal	$ 331,761	$ 440,217,783	$ 440,549,544
State	(4,719)	26,547,684	26,542,965
Net tax expense (benefit)	$ 327,042	$ 466,765,467	$ 467,092,509

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

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


Alerian MLP ETF	As of November 30, 2013

Deferred tax assets:

Accrued franchise taxes	$	290,794

Charitable contribution carryforward		71,563

Income recognized from MLP investments		14,111,686

Credit for prior year minimum tax		331,761

Federal net operating loss carryforward		165,703,528

Federal capital loss carryforward		2,681,936

Less Deferred tax liabilities:

Net unrealized gain on investment securities		(794,414,660	)

State taxes, net of federal benefit		(38,365,159	)

Total net deferred tax liability	$	(649,588,551	)


			27
Annual \| November 30, 2013			27


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

As of November 30, 2013, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years as follows:


Alerian MLP ETF	Year-Ended		Amount		Expiration

Federal		11/30/2012	$	92,112,756	11/30/2032

Federal		11/30/2013		381,325,895	11/30/2033

Total			$	473,438,651


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

Alerian MLP ETF	Year-Ended		Amount		Expiration

State		11/30/2012	$	2,950,477	Varies by State (5-20 years)

State		11/30/2013		8,314,607	Varies by State (5-20 years)

Total			$	11,265,084


The capital loss carryforward is available to offset future taxable income. The capital loss can be carried forward for 5 years and, accordingly, would begin to expire as of November 30, 2018. The Fund has net capital loss carryforwards for federal income tax purposes as follows:

Alerian MLP ETF	Year-Ended		Amount		Expiration

Federal		11/30/2013	$	7,662,673	11/30/2018

Total			$	7,662,673

Although the Fund currently has a net deferred tax liability, it reviews the recoverability of its deferred tax assets based upon the weight of available evidence. When assessing the recoverability of its deferred tax assets, significant weight was given to the effects of potential future realized and unrealized gains on investments and the period over which these deferred tax assets can be realized. Currently, any capital losses that may be generated by the Fund in the future are eligible to be carried back up to three years and can be carried forward for five years to offset capital gains recognized by the fund in those years. For Federal Tax purposes, net operating losses that may be generated by the Fund in the future are eligible to be carried back up to two years and can be carried forward for 20 years to offset income generated by the Fund in those years.

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


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28		www.alpsfunds.com \| 866.513.5856


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

As of November 30, 2013 the Total income tax benefit (current and deferred) differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment and realized and unrealized gain/(losses) on investment before taxes as follows:


Alerian MLP ETF		Inception to November 30, 2013

Income tax expense at statutory rate		$ 441,820,191

State income taxes (net of federal benefit)		27,524,725

Permanent differences, net		(1,030,733)

Change in estimated state deferred rate		(1,272,530)

Other		50,856

Net income tax expense/(benefit)		$ 467,092,509

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


Alerian MLP ETF		Inception to November 30, 2013

Unrecognized tax benefit – Beginning		$ –

Gross increases – tax positions in prior period		–

Gross decreases – tax positions in prior period		–

Gross increases – tax positions in current period		–

Settlement		–

Lapse of statute of limitations		–

Unrecognized tax benefit – Ending		$ –

The Fund recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense.

For the period from inception to November 30, 2013, the Fund had no accrued penalties or interest.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the fund. No U.S. federal or state income tax returns are currently under examination. The tax period ended November 30, 2013 remains subject to examination by tax authorities in the United States. Due to the nature of the Fund’s investments, the Fund may be required to file income tax returns in several states. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.


			29
Annual \| November 30, 2013			29


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

Alerian Energy Infrastructure ETF

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

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

As of and during the period ended November 30, 2013, the Alerian Energy Infrastructure ETF did not have a liability for any unrecognized tax benefits. The Alerian Energy Infrastructure ETF files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Fund commenced operations on November 1, 2013; no tax returns have been filed as of the date of this report.

For the year ended November 30, 2013, permanent book and tax differences resulting primarily from differing treatment of investments in partnerships were identified and reclassified among the components of the Fund’s net assets as follows:

Undistributed Net
Investment Loss

Accumulated Net
Realized Gain

Paid-in Capital

Alerian Energy Infrastructure ETF

$ (3,369)

$ 3,369

$ –

At November 30, 2013, the Alerian Energy Infrastructure ETF had no unused capital loss carryforwards.


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		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

As of November 30, 2013, the components of distributable earnings on a tax basis for the Fund were as follows:


	Alerian Energy Infrastructure ETF

Undistributed net investment income	$	4,749

Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(18,438	)

Total	$	(13,689	)

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


	Alerian MLP ETF			Alerian Energy Infrastructure ETF

Cost of investments for income tax purposes	$	5,799,124,759		$	3,743,020

Gross Appreciation (excess of value over tax cost)	$	2,289,697,768		$	55,653

Gross Depreciation (excess of tax cost over value)		(54,126,567	)		(74,056	)

Net unrealized appreciation of foreign currency		–			(35	)

Net Unrealized Appreciation/(Depreciation)	$	2,235,571,201		$	(18,438	)

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

F. Fair Value Measurements

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

Valuation techniques used to value the Funds’ investments by major category are as follows:


			31
Annual \| November 30, 2013			31


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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

The following is a summary of the inputs used to value each Funds’ investments at November 30, 2013:

Alerian MLP ETF

Investments in Securities at Value*

Level 1 -
Unadjusted
Quoted Prices

Level 2 -
Other
Significant
Observable
Inputs

Level 3 -
Significant
Unobservable
Inputs

Total

Master Limited Partnerships Shares

$8,033,663,181

$ –

$8,033,663,181

Short Term Investments

1,032,779

–

1,032,779

TOTAL

$8,034,695,960

$ –

$8,034,695,960


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		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

Alerian Energy Infrastructure ETF


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

Canadian Infrastructure	$	704,338	$	–	$	–	$	704,338

Canadian Master Limited Partnership Affiliate		332,990		–		–		332,990

Master Limited Partnership		906,386		–		–		906,386

U.S. Infrastructure		555,145		–		–		555,145

U.S. Master Limited Partnership Affiliate		1,209,696		–		–		1,209,696

Short Term Investments		16,062		–		–		16,062

TOTAL	$	3,724,617	$	–	$	–	$	3,724,617

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

Each Fund recognizes transfers between levels as of the end of the period. For the year ended November 30, 2013, the Funds did not have any transfers between Level 1 and Level 2 securities. The Funds did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. Investment Advisory Fee and Other Affiliated Transactions

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


Fund		Advisory Fee

Alerian MLP ETF		0.85%
Alerian Energy Infrastructure ETF		0.65%

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

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


			33
Annual \| November 30, 2013			33


		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

4. Purchases and Sales of Securities

For the year/period ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:


	Purchases		Sales
Alerian MLP ETF	$	814,113,096	$	1,185,093,739
Alerian Energy Infrastructure ETF	$	3,730,328	$	–

For the year/period ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

	Purchases		Sales
Alerian MLP ETF	$	2,832,099,003	$	–
Alerian Energy Infrastructure ETF	$	–	$	–

5. Master Limited Partnerships

MLPs are publicly traded partnerships engaged in the transportation, storage and processing of minerals and natural resources. By confining their operations to these specific activities, their interests, or units, are able to trade on public securities exchanges exactly like the shares of a corporation, without entity level taxation. Of the roughly ninety MLPs in existence, fifty are eligible for inclusion in the Index, approximately two-thirds trade on the NYSE and the rest trade on the NASDAQ. To qualify as a MLP and to not be taxed as a corporation, a partnership must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). These qualifying sources include natural resource based activities such as the processing, transportation and storage of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. The general partner of an MLP is typically owned by a major energy company, an investment fund, the direct management of the MLP, or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners typically own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership’s operations and management. MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (“minimum quarterly distributions” or “MQD”). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD is paid to both common


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		Alerian Exchange Traded Funds		Notes to Financial Statements
				November 30, 2013

and subordinated units and is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions.

6. Capital Share Transactions

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

7. 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 again the Trust that have not yet occurred.

8. New Accounting Pronouncements

In June 2013, the FASB issued ASU No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether it is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Funds are currently reviewing the requirements and believe the adoption of this ASU will not have a material impact on its financial statements.


			35
Annual \| November 30, 2013			35


		Alerian Exchange Traded Funds		Additional Information
				November 30, 2013 (Unaudited)

Proxy Voting Policies And Procedures

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

Portfolio Holdings

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


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LOGO

Alerian MLP ETF

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013, 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 continuance of the Advisory Agreement between the Trust and ALPS Advisors, Inc. (the “Adviser”) with respect to the Alerian MLP ETF (“AMLP”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for AMLP, the Board considered numerous factors, as described below.

With respect to the nature, extent and quality of the services provided by the Adviser under the Advisory Agreement, representatives from the Adviser presented the Adviser’s materials regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to renew the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the functions performed by the Adviser, information describing the Adviser’s organization, the background and experience of the persons responsible for the day-to-day management of AMLP and financial information regarding the Adviser. The Board reviewed information on the performance of AMLP and the performance of its benchmark index, and evaluated the correlation and tracking error between the underlying index and AMLP’s performance. Based on its review, the Board found that the nature and extent of services provided to AMLP under the Advisory Agreement were appropriate and that the quality was satisfactory.

The Independent Trustees noted the services provided by the Adviser for the annual advisory fee of 0.85 % of AMLP’s average daily net assets. The Independent Trustees noted that the advisory fees for AMLP were unitary fees pursuant to which the Adviser assumes all expenses of AMLP (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding investment performance, comparisons of cost and expense structures of AMLP’s with other funds’ cost and expense structures, as well as comparisons of AMLP’s performance with performance during similar periods of members of a peer group identified pursuant to Lipper’s methodology. The Independent Trustees noted that the advisory fee rate for AMLP was higher than others in its Lipper peer group. In reviewing this data, the Trustees considered, among other things, the additional costs and complexities associated with management and administration of AMLP, such as the added administrative costs resulting from AMLP being taxed as a corporation and the additional complexities associated with rebalancing the portfolio in a manner which minimizes market impact due to AMLP’s size and the limited liquidity of certain securities in the index, which had required the Adviser to add staff to assist in the process. The Independent Trustees also considered information


			37
Annual \| November 30, 2013			37

LOGO

Alerian MLP ETF

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

provided by the Adviser about the costs and profitability of the Adviser in respect of AMLP. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for AMLP was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with AMLP and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees also considered whether there have been economies of scale with respect to management of AMLP, whether AMLP has appropriately benefited from any economies of scale, and whether the fee is reasonable in relation to AMLP’s assets and any economies of scale that may exist. The Independent Trustees noted that AMLP has experienced substantial growth in assets. The Independent Trustees considered, among other things, the additional costs incurred by the Adviser and ALPS Fund Services, Inc. in managing and administering AMLP. They also noted that AMLP is still a relatively new product which makes it difficult to quantify the potential variability in net assets and thus determine the sustainability of any potential economies of scale which may exist. The Independent Trustees deemed that they would continue to evaluate whether further economies of scale have been achieved on an ongoing basis. Based on the foregoing, the Independent Trustees determined that currently the advisory fee rate for AMLP reflects an appropriate sharing of any economies of scale which may exist.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of AMLP and its shareholders. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.


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LOGO

Alerian Energy Infrastructure ETF

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013 (the “Meeting”), 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 ALPS Advisors, Inc. (the “Adviser”) with respect to the Alerian Energy Infrastructure ETF (the “ENFR ETF”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for the ENFR ETF, 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, representatives from the Adviser presented the Adviser’s material regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for the ENFR ETF, financial information regarding the Adviser, its parent company, information describing the Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of the ENFR ETF, 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 Independent Trustees concluded that the Adviser was qualified to oversee the services to be provided by other service providers and that the services to be provided by the Adviser to the ENFR ETF are expected to be satisfactory.

At the Meeting, the Independent Trustees considered and approved an annual advisory fee of 0.75% of ENFR ETF’s average daily net assets. The Independent Trustees noted the services to be provided by the Adviser for the proposed annual advisory fee of 0.75% of ENFR ETF’s average daily net assets. The Independent Trustees noted that the advisory fees proposed for the ENFR ETF were unitary fees pursuant to which the Adviser will assume all expense of the ENFR ETF (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. Based on its review, the Independent Trustees concluded that the expected profitability of the ENFR ETF to the Adviser was not unreasonable.

The Independent Trustees also reviewed comparative fee information provided by Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of ENFR ETF with other funds’ cost and expense structures. The Independent Trustees noted the services to be provided by the Adviser for the annual advisory fee of 0.75% of the ENFR ETF’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 ENFR ETF’s expenses (except for interest expenses, marketing fees, distribution fees or expenses, brokerage expenses,


			39
Annual \| November 30, 2013			39

LOGO

Alerian Energy Infrastructure ETF

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the ENFR ETF’s business) out of the unitary fee. The Independent Trustees considered that, taking into account the impact of the ENFR ETF’s unitary advisory fee, the ENFR ETF’s expense ratio was higher than the median of its peer group. In evaluating the reasonableness of the fee the Independent Trustees considered, among other things, the index provider to ENFR ETF’s general reputation in the MLP space, the performance and rapid growth in assets of AMLP which is also based on an index from the same index provided to ENFR ETF and the fees charged by the index provider for licensing its index. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for ENFR ETF was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with the ENFR ETF and concluded that the advisory fee was reasonable taking into account such benefits. The Independent Trustees considered the extent to which economies of scale would be realized as the ENFR ETF grows and whether fee level reflects a reasonable sharing of such economies of scale for the benefit of the Fund’s investors. Because the ENFR ETF is newly organized, the Independent Trustees reviewed the unitary advisory fee proposed for ENFR ETF and anticipated expenses of the Fund and determined to review economies of scale in the future when the ENFR ETF had attracted assets.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of the ENFR ETF. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.

At a special telephonic meeting of the Board held on October 24, 2013, the Board met to approve a reduction in the proposed annual advisory fee to 0.65%. The Board noted that the Adviser had recommended the reduction for competitive reasons and that the Adviser was not proposing to reduce in any way the nature and scope of the services to be provided under the Advisory Agreement. The Board concluded that the proposed reduction in the advisory fee was reasonable.


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		Alerian Exchange Traded Funds		Trustees & Officers
				November 30, 2013 (Unaudited)

Independent Trustees


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of Financial Investors Trust (30 funds); ALPS Variable Investment Trust (7 funds); and Reaves Utility Income Fund.


			41
Annual \| November 30, 2013			41


		Alerian Exchange Traded Funds		Trustees & Officers
				November 30, 2013 (Unaudited)

Independent Trustees (continued)

Name, Address

and Year

of Birth

of 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,

1952

Trustee

Since

March 2008

Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate investment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983-2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).

Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

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

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

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


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		Alerian Exchange Traded Funds		Trustees & Officers
				November 30, 2013 (Unaudited)

Interested Trustee

Name, Address

and Year

of Birth 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,

1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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


			43
Annual \| November 30, 2013			43


		Alerian Exchange Traded Funds		Trustees & Officers
				November 30, 2013 (Unaudited)

Officers


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of ALPS. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

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

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


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LOGO

RiverFront Strategic Income Fund

table of

CONTENTS



Performance Overview				1



Disclosure of Fund Expenses				2



Report of Independent Registered Public Accounting Firm				3



Schedule of Investments				4



Statement of Assets and Liabilities				6



Statement of Operations				7



Statement of Changes of Net Assets				8



Financial Highlights				9



Notes to Financial Statements				10



Additional Information				14



Board Considerations Regarding Approval of Investment Advisory Agreement				15



Trustees & Officers				16

November 30, 2013

RiverFront Strategic Income Fund

Performance Overview

November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The RiverFront Strategic Income Fund (the “Fund”) seeks total return, with an emphasis on income as the source of that total return. The Fund seeks to achieve its investment objective by investing in a global portfolio of fixed income securities of various maturities, ratings and currency denominations.

PERFORMANCE OVERVIEW

Since its’ inception on 10/7/13 through 11/30/13, the RiverFront Strategic Income Fund performed relatively well given a tough fixed income environment. During this short time period, the RiverFront Strategic Income Fund market price returned 2.58% vs. 0.42% for the Barclays Capital U.S. Aggregate Bond Index. The RiverFront Strategic Income Fund is comprised almost entirely of shorter maturity high yield bonds, which performed well due to the combination of their shorter durations and tightening risk premiums. Shorter duration bonds generally performed better than longer duration bonds during this time period, as yields on shorter-term (2-5 year) U.S. Treasuries fell about 5-10 basis points (bps)1, while longer-term (7-30 years) yields rose about 5-10 basis points. During this time period, risk premiums on shorter-term high yield bonds also fell over 50 bps.

GROWTH OF $10,000 (as of November 30, 2013) Comparison of change in value of a $10,000 investment in the Fund and the Index

LOGO

FUND PERFORMANCE (as of November 30, 2013)


		Since Inception^
RiverFront Strategic Income Fund – NAV		2.08%
RiverFront Strategic Income Fund – Market Price*		2.58%
Barclays Capital U.S. Aggregate Bond Index ²		0.42%
Total Expense Ratio (per the current prospectus) 0.22%

Performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance quoted. Call 1-866-759-5679 for current month end performance.

^	The Fund commenced Investment Operations on October 8, 2013. Total return for a period of less than one year is not annualized.

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

¹	Basis Points or bps is a unit that is equal to 1/100th of 1%, and is used to denote the change in a financial instrument.

Barclays Capital U.S. Aggregate Bond Index - An unmanaged index composed of securities from the Barclays Capital Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. The index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in an index.


TOP TEN LONG HOLDINGS (as a % of Net Assets)^†
Windstream Corp., Sr. Unsec.		4.63%
MGM Resorts International, Sr. Unsec.		4.58%
Aircastle, Ltd., Sr. Unsec.		4.48%
E*Trade Financial Corp., Sr. Unsec.		4.28%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., Sr. Unsec.		4.24%
DaVita HealthCare Partners, Inc., Sr. Unsec.		4.23%
CIT Group, Inc., Sr. Unsec.		4.22%
CHS/Community Health Systems, Inc., First Lien		4.19%
Ally Financial, Inc., Sr. Unsec.		4.14%
Ball Corp., Sr. Unsec.		3.99%
TOP TEN HOLDINGS		42.98%

†	Holdings and sector allocations are subject to change.

SECTOR ALLOCATION (% of Total Investments)^†

LOGO

1 | November 30, 2013

RiverFront Strategic Income Fund

Disclosure of Fund Expenses

November 30, 2013 (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 the beginning of the (six month) period and held though November 30, 2013.


	Beginning Account Value 6/1/13	Ending Account Value 11/30/13	Expense Ratio^(a)	Expenses Paid During Period 6/1/13 - 11/30/13^(b)
Actual^(c)	$ 1,000.00	$ 1,020.80	0.22%	$ 0.33
Hypothetical (5% return before expenses)	$ 1,000.00	$ 1,023.97	0.22%	$ 1.12

^(a)

Annualized, based on the Fund’s most recent fiscal half year expenses.

^(b)

^(c)

The Fund commenced operations on October 8, 2013, and as such the actual expenses paid during the period were based on 54 days.

2 | November 30, 2013

RiverFront Strategic Income Fund

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 Riverfront Strategic Income Fund, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statements of operations, changes in net assets, and the financial highlights for the period October 8, 2013 (Commencement) to November 30, 2013. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

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 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 November 30, 2013, 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 Riverfront Strategic Income Fund of the ALPS ETF Trust as of November 30, 2013, the results of its operations, the changes in its net assets, and the financial highlights for the period October 8, 2013 (Commencement) to November 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014

3 | November 30, 2013

RiverFront Strategic Income Fund

Schedule of Investments

November 30, 2013


Security Description	Principal Amount		Value

CORPORATE BONDS (97.16%)
*Basic Materials (6.93%)*
ArcelorMittal, Sr. Unsec.^(a)
5.75%, 08/05/2020	$	3,500,000	$	3,701,250
Cascades, Inc., Sr. Unsec.
7.75%, 12/15/2017		2,900,000		3,026,875

*Total Basic Materials*				6,728,125


*Communications (17.38%)*
Cablevision Systems Corp., Sr. Unsec.
8.63%, 09/15/2017		1,900,000		2,204,000
DISH DBS Corp., Sr. Unsec.
4.25%, 04/01/2018		2,900,000		2,958,000
Frontier Communications Corp., Sr.Unsec.
8.25%, 04/15/2017		2,900,000		3,389,375
Lamar Media Corp., Sr. Sub. Series
5.88%, 02/01/2022		3,700,000		3,834,125
Windstream Corp., Sr. Unsec.
7.88%, 11/01/2017		3,900,000		4,494,750

*Total Communications*				16,880,250


*Consumer, Cyclical (4.58%)*
MGM Resorts International, Sr. Unsec.
7.63%, 01/15/2017		3,900,000		4,446,000

*Total Consumer, Cyclical*				4,446,000


*Consumer, Non-cyclical (28.86%)*
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., Sr. Unsec.
4.88%, 11/15/2017		3,900,000		4,114,500
Biomet, Inc., Sr. Unsec.
6.50%, 08/01/2020		2,700,000		2,875,500
CHS/Community Health Systems, Inc., First Lien
5.13%, 08/15/2018		3,900,000		4,065,750
DaVita HealthCare Partners, Inc., Sr. Unsec.
6.38%, 11/01/2018		3,900,000		4,104,750
HCA, Inc., First Lien
6.50%, 02/15/2020		2,900,000		3,208,125
Smithfield Foods, Inc., Sr. Unsec.
7.75%, 07/01/2017		1,925,000		2,252,250
Tenet Healthcare Corp., First Lien
6.25%, 11/01/2018		3,400,000		3,735,750


Security Description	Principal Amount		Value

*Consumer, Non-cyclical (continued)*
Valeant Pharmaceuticals International, Sr. Unsec.^(b)
6.75%, 08/15/2018	$	1,300,000	$	1,438,125
6.38%, 10/15/2020		2,100,000		2,223,375

*Total Consumer, Non-cyclical*				28,018,125


*Energy (8.31%)*
Access Midstream Partners LP/ACMP Finance Corp., Sr. Unsec.
6.13%, 07/15/2022		2,700,000		2,909,250
Continental Resources, Inc., Sr. Unsec.
5.00%, 09/15/2022		2,900,000		3,001,500
El Paso LLC, First Lien
7.00%, 06/15/2017		1,900,000		2,159,738

*Total Energy*				8,070,488


*Financial (20.29%)*
Aircastle, Ltd., Sr. Unsec.
6.75%, 04/15/2017		3,900,000		4,348,500
Ally Financial, Inc., Sr. Unsec.
5.50%, 02/15/2017		3,700,000		4,022,144
CIT Group, Inc., Sr. Unsec.
4.25%, 08/15/2017		3,900,000		4,094,025
E*Trade Financial Corp., Sr. Unsec.
6.00%, 11/15/2017		3,900,000		4,153,500
General Motors Financial Co., Inc, Sr. Unsec.^(b)
4.75%, 08/15/2017		2,900,000		3,088,500

*Total Financial*				19,706,669


*Industrial (3.99%)*
Ball Corp., Sr. Unsec.
5.00%, 03/15/2022		3,900,000		3,870,750

*Total Industrial*				3,870,750


*Utilities (6.82%)*
AES Corp., Sr. Unsec.
8.00%, 10/15/2017		2,900,000		3,414,750
NRG Energy, Inc., Sr. Unsec.
7.63%, 01/15/2018		2,800,000		3,206,000

*Total Utilities*				6,620,750


TOTAL CORPORATE BONDS
(Cost $93,863,739)				94,341,157

4 | November 30, 2013

RiverFront Strategic Income Fund

Schedule of Investments

November 30, 2013


	7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (1.52%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(c)		1,480,648	$	1,480,648


TOTAL SHORT TERM INVESTMENTS
(Cost $1,480,648)						1,480,648


TOTAL INVESTMENTS (98.68%)
(Cost $95,344,387)					$	95,821,805

NET OTHER ASSETS AND LIABILITIES (1.32%)						1,280,540


NET ASSETS (100.00%)					$	97,102,345

^(a)

Represents a step bond. Rate disclosed is as of November 30, 2013.

^(b)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from regstration, normally to qualified institutional buyers. At period end, the market value of those securities restricted under Rule 144A was $6,750,000, representing 6.95% of the Fund’s net assets.

^(c)	Less than 0.0005%.

Common Abbreviations:

LLC - Limited Liability Company.

LP - Limited Partnership.

Ltd. - Limited.

Sr. - Senior.

Sub. - Subordinated.

Unsec. - Unsecured.

See Notes to Financial Statements.

5 | November 30, 2013

RiverFront Strategic Income Fund

Statement of Assets and Liabilities

November 30, 2013


ASSETS:
Investments, at value	$	95,821,805
Interest receivable		1,294,638

Total Assets		97,116,443

LIABILITIES:
Payable to adviser		14,098

Total Liabilities		14,098

NET ASSETS	$	97,102,345

NET ASSETS CONSIST OF:
Paid-in capital	$	96,489,989
Accumulated net investment income		134,938
Net unrealized appreciation on investments		477,418

NET ASSETS	$	97,102,345

INVESTMENTS, AT COST	$	95,344,387


PRICING OF SHARES
Net Assets	$	97,102,345
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		3,900,002
Net Asset Value, offering and redemption price per share	$	24.90

See Notes to Financial Statements.

6 | November 30, 2013

RiverFront Strategic Income Fund

Statement of Operations

For the Period October 8, 2013 (Commencement) to November 30, 2013


INVESTMENT INCOME:
Interest			$263,516

Total Investment Income			263,516


EXPENSES:
Investment adviser and sub-adviser fees (note 3)			34,680

Total Expenses			34,680
Less fees waived/reimbursed by sub-adviser fees (note 3)			(18,094)

Net Expenses			16,586

NET INVESTMENT INCOME			246,930

REALIZED AND UNREALIZED GAIN/(LOSS)
Net change in unrealized appreciation on investments			477,418

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS			477,418

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$ 724,348

See Notes to Financial Statements.

7 | November 30, 2013

RiverFront Strategic Income Fund

Statements of Changes in Net Assets


	For the Period October 8, 2013 (Commencement) to November 30, 2013

OPERATIONS:
Net investment income	$	246,930
Net change in unrealized appreciation on investments		477,418

Net increase in net assets resulting from operations		724,348


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(111,992)

Total distributions		(111,992)


CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		96,489,989

Net increase from share transactions		96,489,989


Net increase in net assets		97,102,345

NET ASSETS:
Beginning of period		–

End of period *	$	97,102,345

*Including accumulated net investment income of:	$	134,938

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		–
Shares sold		3,900,002

Shares outstanding, end of period		3,900,002

See Notes to Financial Statements.

8 | November 30, 2013

RiverFront Strategic Income Fund

Financial Highlights

For a share outstanding throughout the period presented


		For the Period October 8, 2013 (Commencement) to November 30, 2013

NET ASSET VALUE, BEGINNING OF PERIOD		$24.42

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		0.11
Net realized and unrealized gain		0.40

Total from investment operations		0.51


DISTRIBUTIONS:
From net investment income		(0.03)

Total distributions		(0.03)


NET INCREASE IN NET ASSET VALUE		0.48

NET ASSET VALUE, END OF PERIOD		$24.90

TOTAL RETURN^(b)		2.08%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)		$97,102

RATIOS TO AVERAGE NET ASSETS:
Expenses excluding waiver/reimbursement		0.46%^(c)
Expenses including waiver/reimbursement		0.22%^(c)
Net investment income including expenses waiver/reimbursement		3.28%^(c)
PORTFOLIO TURNOVER RATE^(d)		0%

^(a)

Based on average shares outstanding during the period.

^(b)

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

^(c)

Annualized.

^(d)

Portfolio turnover rate is not annualized.

See Notes to Financial Statements.

9 | November 30, 2013

RiverFront Strategic Income Fund

Notes to Financial Statements

November 30, 2013

1. ORGANIZATION

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

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

Fixed-income obligations, excluding municipal securities, having a remaining maturity of greater than 60 days, are typically valued at the mean between the evaluated bid and ask prices formulated by an independent pricing service. Municipal securities having a remaining maturity of greater than 60 days, are typically valued at the evaluated bid price formulated by an independent pricing service.

B. Securities Transactions and Investment Income

C. Dividends and Distributions to Shareholders

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

D. Federal Tax and Tax Basis Information

For the period ended November 30, 2013, the Fund had no reclassifications on results of operations or net assets recorded to reflect tax character.

10 | November 30, 2013

RiverFront Strategic Income Fund

Notes to Financial Statements

November 30, 2013

At November 30, 2013, the Fund had no unused capital loss carry forwards available for tax purposes.

The tax character of the distributions paid was as follows:


	Ordinary Income		Long-Term Capital Gain		Return of Capital
RiverFront Strategic Income Fund	$	111,992	$	–	$	–

As of November 30, 2013, the components of distributable earnings on a tax basis were as follows:


	RiverFront Strategic Income Fund
Undistributed net investment income	$	134,938
Accumulated net realized gain on investments		–
Other accumulated gains		–
Net unrealized appreciation on investments		477,418
Total	$	612,356

As of November 30, 2013, 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)

Gross
Depreciation
(excess of tax
cost over value)

Net
Appreciation/(Depreciation)
of Foreign Currency and
Derivatives

Net Unrealized
Appreciation/

(Depreciation)

Cost of
Investments for
Income Tax
Purposes

RiverFront Strategic Income Fund

532,063

(54,645

)

–

477,418

95,344,387

E. Income Taxes

As of and during the period ended November 30, 2013, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Fund commenced operations on October 8, 2013; no tax returns have been filed as of the date of this report.

F. Fair Value Measurements

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable

11 | November 30, 2013

RiverFront Strategic Income Fund

Notes to Financial Statements

November 30, 2013

quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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


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

The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2013:


Investments in Securities at Value*	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Corporate Bonds	$	–	$	94,341,157	$	–	$	94,341,157
Short Term Investments		1,480,648		–		–		1,480,648
TOTAL	$	1,480,648	$	94,341,157	$	–	$	95,821,805

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

The Fund recognizes transfers between levels as of the end of the period. For the period ended November 30, 2013, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3.	INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

Riverfront Investment Group, LLC acts as the Fund’s sub-adviser (“Sub-Adviser”) pursuant to a sub-advisory agreement with the Trust (the ‘‘Sub-Advisory Agreement’’). Pursuant to the Sub-Advisory Agreement, the Fund pays the Sub-Adviser a sub-advisory fee for the services provided, payable on a quarterly basis at the annual rate of 0.24% of the Fund’s average daily net assets. However, the Sub-Adviser has agreed to waive all of its sub-advisory fee until at least October 1, 2014. This waiver may only be terminated by the Fund’s Board of Trustees (and not by the Fund’s Sub-Adviser) prior to October 1, 2014.

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, taxes

12 | November 30, 2013

RiverFront Strategic Income Fund

Notes to Financial Statements

November 30, 2013

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.

The Fund’s total management fees of 0.46% consists of 0.22% paid to the Fund’s investment adviser and a fee of 0.24% paid to the Fund’s sub-adviser.

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

4.	PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:


Fund	Purchases of Securities		Proceeds From Sales of Securities
RiverFront Strategic Income Fund	$	1,061,500	$	–

For the period ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Fund	Purchases of Securities		Proceeds from Sales of Securities
RiverFront Strategic Income Fund	$	92,939,220	$	–

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

5.	CAPITAL SHARE TRANSACTIONS

6.	INDEMNIFICATIONS

7.	NEW ACCOUNTING PRONOUNCEMENTS

13 | November 30, 2013

RiverFront Strategic Income Fund

Additional Information

November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

PORTFOLIO HOLDINGS

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

14 | November 30, 2013

RiverFront Strategic Income Fund

Board Considerations Regarding Approval of Investment Advisory Agreements

November 30, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013, 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 ALPS Advisors, Inc. (the “Adviser”) and Sub-Advisory Agreement between the Trust and RiverFront Investment Group LLC ( the “Sub-Adviser”) with respect to the RiverFront Strategic Income Fund (the “Fund” or “RIGS”). The Independent Trustees also met separately to consider the Advisory Agreement and Sub-Advisory Agreement (together the “Advisory Agreements”).

In evaluating whether to approve the Advisory Agreements 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 and the Sub-Adviser under the Sub-Advisory Agreement, representatives from the Adviser and Sub-Adviser presented the Adviser’s and Sub-Advisers materials, respectively, regarding consideration of the approval of the Advisory Agreements. The Independent Trustees noted that included in the Board materials were responses by the Adviser and Sub-Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreements (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreements, financial information regarding the Adviser and Sub-Adviser, each of their parent companies, information describing the Adviser’s and Sub-Advisors current organizations 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, the nature and quality of services provided to other exchange-traded (“ETFs”), open-end and closed-end funds by the Adviser and Sub-Adviser. The Independent Trustees noted that while the Fund would be the first actively managed ETF offered by the Adviser both the Adviser and Sub-Adviser have extensive experience in managing actively managed funds. Based upon their review, the Independent Trustees concluded that the Adviser and Sub-Adviser were qualified to oversee the services to be provided by other service providers and that the services to be provided by the Adviser and Sub-Adviser to the Fund are expected to be satisfactory.

The Independent Trustees noted the services to be provided by the Adviser and the Sub-Adviser for the annual advisory fee of 0.46% of the Fund’s average daily net assets consisting of an advisory fee of 0.22% paid to the Adviser and 0.24% to be paid to the Sub-Adviser. The Independent Trustees also noted that the Sub-Adviser has agreed to waive its entire fee until at least October 1, 2014. The Independent Trustees noted that the advisory fees proposed for RIGS were unitary fees pursuant to which Adviser will assume all expenses of RIGS (including the costs of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreements, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. Based on its review, the Independent Trustees concluded that the expected profitability of the Fund to the Adviser and Sub-Adviser was not unreasonable.

The Independent Trustees also reviewed comparative fees and expense data provided from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of RIGS with other funds’ cost and expense structures. The Independent Trustees 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 (payments under the Advisory Agreement, 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 Fund’s business) out of the unitary fee. The Independent Trustees considered that, taking into account the impact of the Fund’s unitary advisory fee and the Sub-Adviser’s fee waiver, the Fund’s expense ratio was lower than other funds in its peer group and without the Sub-Adviser waiver was at the median of its peer group. Based on the foregoing and other information available to them, the Independent Trustees concluded that the advisory and sub-advisory fees for RIGS were reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser or Sub-Adviser from their relationship with RIGS and concluded that the advisory and sub-advisory fees were reasonable taking into account any such benefits. The Independent Trustees 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 Independent Trustees reviewed the Fund’s proposed unitary advisory fee and sub-advisory fee for RIGS and anticipated expenses and determined to review economies of scale in the future when the Fund had attracted assets.

In voting to approve the Advisory and Sub-Advisory Agreements, the Independent 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 Independent Trustees considered relevant in the exercise of their reasonable business judgment. The Independent Trustees did not identify any single factor or group of factors as all controlling and considered all factors together.

15 | November 30, 2013

RiverFront Strategic Income Fund

Trustees and Officers

November 30, 2013 (Unaudited)


INDEPENDENT TRUSTEES

Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); and Reaves Utility Income Fund.

Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 – present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 – present; Advisor, Pauls Corporation (real estate investment management and development), 2008 – present; Chairman, Ross Consulting Group (real estate consulting services) 1983 – 2013; Advisory Board, Neenan Company (construction services) 2002 – present; Board Member, Urban Land Conservancy (a not- for-profit organization), 2004 – present; Director, National Western Stock Show (not- for-profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.

16 | November 30, 2013

RiverFront Strategic Income Fund

Trustees and Officers

November 30, 2013 (Unaudited)

INTERESTED TRUSTEE


Name, Address and Year of Birth 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, 1966	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 ALPS Portfolio Solutions Distributor, Inc. (“APSD”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, APSD and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.	29	Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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.

17 | November 30, 2013

RiverFront Strategic Income Fund

Trustees and Officers

November 30, 2013 (Unaudited)


OFFICERS

Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All- Star Funds (since April 1999); Senior Vice President (2005 – 2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
Erin D. Nelson 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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.

18 | November 30, 2013

LOGO

TABLE OF CONTENTS


	Page

PERFORMANCE OVERVIEW		2

DISCLOSURE OF FUND EXPENSES		4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		5

SCHEDULE OF INVESTMENTS		6

STATEMENT OF ASSETS & LIABILITIES		8

STATEMENT OF OPERATIONS		9

STATEMENT OF CHANGES IN NET ASSETS		10

FINANCIAL HIGHLIGHTS		11

NOTES TO FINANCIAL STATEMENTS		12

ADDITIONAL INFORMATION		18

TRUSTEES & OFFICERS		19


		PERFORMANCE OVERVIEW
		November 30, 2013 (Unaudited)

PERFORMANCE OVERVIEW

The US Equity High Volatility Put Write Index Fund (HVPW) listed on the NYSE Arca on Feb 28, 2013. The Fund gained 9.51% on a total NAV return basis from February 28, 2013 through November 30, 2013, while distributing approximately 6% or $1.52 per share in each of the Fund’s four bi-monthly distributions during this same period.

The Fund’s return was consistent with the NYSE Arca U.S. Equity High Volatility Put Write IndexSM (the Fund’s “Underlying Index”) which returned 11.41%, after considering the Fund’s fees, the cost of rolling its options every two months, the compounding effect of reinvested distributions in the Index, and the fact that the Index values options at a mid price between the bid⁽¹⁾ and the offer⁽²⁾, whereas the Fund sells options closer to the bid.

Of the 80 two-month options sold by the Fund which expired prior to November 30, 2013 the average premium⁽³⁾ generated was approximately 2.5%. Of those 80 options, 4 expired “in-the-money”⁽⁴⁾, and were subsequently closed out by buying the options back, while 76 options expired worthless.

Because the Fund collateralizes its short put⁽⁵⁾ position by purchasing 3mth T-bills, part of the Fund’s return is generated by interest income. During the 9 month period from February 28, 2013 through November 30, 2013 interest rates remained very low. Should interest rates increase the Fund’s return due to interest income will also increase.

While not an “apples-to-apples” comparison, over the same time period (from Feb 28, 2013 through Nov 30, 2013) the S&P 500^® Index⁽⁶⁾ had a return 21.1%. However, considering that the Fund’s NAV annualized historical volatility of 3.05% over this period was about one third of the S&P 500’s annualized historical volatility of 11.26% over that same period, the risk/return profile of the Fund appears more favorable.

Looking forward we believe the Fund’s strategy of selling high implied volatility put options⁽⁷⁾ on a diversified selection of 20 large-capitalization stocks with strike prices⁽⁸⁾ that are 15% “out-of-the money”⁽⁹⁾ will continue to provide income potential to investors while at the same time allowing the Fund to experience lower volatility than the broad market.

⁽¹⁾

Bid: the price a buyer is willing to pay for a security.

⁽²⁾

Offer: the price at which publicly issued securities are made available for purchase by the investment bank underwriting the issue.

⁽³⁾

Premium: the total cost of an option.

⁽⁴⁾

“in-the-money”: this occurs if the option’s underlying stock declines below the strike price, the Fund will be required to buy the underlying stock at the strike price, effectively paying the buyer the difference between the strike price and the closing price.

⁽⁵⁾

Short put: also known as writing a put option, is generally considered more risky than going long since the Fund is obligated to honor its side of the contract should the holder decide to exercise its rights. Typically this strategy is used because the Fund believes the stock’s price will rise above the strike price, leaving the option without any value at expiration and you with the premium.

⁽⁶⁾

S&P 500^® Index: The Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices. You cannot invest directly into an index.

⁽⁷⁾

Put Options: are financial instruments that give the owner/buyer the right, but not the obligation, to sell a specified quantity of a security at a set price called the “strike” price on or before an agreed upon expiration date.

⁽⁸⁾

Strike Price: the specified price at which an option contract may be exercised.

⁽⁹⁾

“out-of-the money”: a call option with a strike price that is higher than the market price of the underlying asset, or a put option with a strike price that is lower than the market price of the underlying asset.



2	Annual Report	November 30, 2013

PERFORMANCE OVERVIEW

November 30, 2013 (Unaudited)

FUND DESCRIPTION

The U.S. Equity High Volatility Put Write Index Fund (the “Fund”) seeks investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the NYSE Arca U.S. Equity High Volatility Put Write Index^SM (the “Index”). The Index reflects the performance of a portfolio of exchange-traded put options on a selection of the largest capitalized stocks which also have listed options and which have the highest volatility, as determined by the NYSE Arca, Inc., the Fund’s index provider.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the US Equity High Volatility Put Write Index Fund.

LOGO

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


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
				Since Inception*
U.S. Equity High Volatility Put Write Index Fund - NAV				9.51%
U.S. Equity High Volatility Put Write Index Fund - Market**				9.89%
U.S. Equity High Volatility Put Write Index TR				11.41%

Total Expense Ratio (per the current prospectus) 0.95%

*	The Fund commenced Investment Operations on February 28, 2013. Total return for a period of less than one year is not annualized.

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

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

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

NYSE Arca U.S. Equity High Volatility Put Write Index^SM: measures the return of a hypothetical portfolio of listed put options on each of 20 stocks and a cash (US T-Bill) position. The 20 underlying stocks on which options are written are a selection of the largest capitalized (over $5 billion in market cap) US listed stocks which also have listed options and which have the highest volatility, as determined by the NYSE Arca, Inc., the Fund’s Index provider. No more than 50% of the Index positions will be from the same industry sector. Full details of the index rules, methodology, values and period, constituents can be found at http://www.nyse.com/about/listed/lcddata.html?ticker=PUTWRT. An investor cannot directly invest in an index.

The “NYSE Arca U.S. Equity High Volatility Put Write Index^SM” is a service mark of NYSE Euronext or its affiliates and has been licensed for use by Rich Investment Solutions, LLC in connection with the U.S. Equity High Volatility Put Write Index Fund. Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE Euronext. NYSE Euronext makes no representations or warranties regarding the Trust or the Fund or the ability of the NYSE Arca U.S. Equity HighVolatility Put Write Index^SM to track general stock market performance.



www.alpsfunds.com		3


		DISCLOSURE OF FUND EXPENSES
		November 30, 2013 (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. The example is based on an investment of $1,000 invested at the beginning of the (six month) period and held through November 30, 2013.

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 of the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

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 of the 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 6/1/13	Ending Account Value 11/30/13	Expense Ratio^(a)	Expenses Paid During the Period 6/1/13 - 11/30/13^(b)
U.S. Equity High Volatility Put Write Index Fund
Actual	$ 1,000.00	$ 1,057.60	0.95%	$ 4.90
Hypothetical (5% return before expenses)	$ 1,000.00	$ 1,020.31	0.95%	$ 4.81

^(a)	Annualized based on the Fund’s most recent fiscal half year expenses.

^(b)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), then divided by 365.



4	Annual Report	November 30, 2013

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 U.S. Equity High Volatility Put Write Index Fund, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statements of operations, changes in net assets, and the financial highlight for the period February 28, 2013 (Commencement of Operations) to November 30, 2013. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

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 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 November 30, 2013, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 U.S. Equity High Volatility Put Write Index Fund of the ALPS ETF Trust as of November 30, 2013, the results of its operations, the changes in its net assets, and the financial highlights for the period February 28, 2013 (Commencement of Operations) to November 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014



www.alpsfunds.com		5


		SCHEDULE OF INVESTMENTS
		November 30, 2013


Security Description	Principal Amount		Value
SHORT TERM INVESTMENTS (102.54%)
U.S. Treasury Bills Discount Notes
0.005%, 12/19/2013^(a)(b)	$	2,500,000	$	2,499,985
0.010%, 12/26/2013^(a)		2,700,000		2,699,919
0.035%, 01/09/2014^(a)(b)		2,300,000		2,299,989
0.022%, 01/16/2014^(a)		5,500,000		5,499,923
0.030%, 01/30/2014^(a)(b)		3,100,000		3,099,916
0.056%, 02/06/2014^(a)		2,500,000		2,499,850
0.074%, 02/20/2014^(a)		7,900,000		7,899,257
0.053%, 02/27/2014^(a)		2,600,000		2,599,639


TOTAL SHORT TERM INVESTMENTS
(Cost $29,097,615)				29,098,478


TOTAL INVESTMENTS (102.54%)
(Cost $29,097,615)			$	29,098,478

NET LIABILITIES LESS OTHER ASSETS (-2.54%)				(719,470	)


NET ASSETS (100.00%)			$	28,379,008

^(a) Rate shown represents the bond equivalent yield to maturity at date of purchase.

^(b) All or portion of this security is being held as collateral for written options.



6	Annual Report	November 30, 2013

SCHEDULE OF INVESTMENTS

November 30, 2013

SCHEDULE OF WRITTEN OPTIONS


	Expiration Date		Exercise Price		Contracts			Value
*WRITTEN PUT OPTIONS*
3D Systems Corp.		12/21/2013	$	50.00		(280	)	$	(3,500)
BioMarin Pharmaceutical, Inc.		12/21/2013		55.00		(255	)		(4,462)
Cobalt International Energy, Inc.		12/21/2013		20.00		(701	)		(28,040)
Cree, Inc.		12/21/2013		62.50		(224	)		(151,760)
Electronic Arts, Inc.		12/21/2013		21.00		(668	)		(23,380)
Expedia, Inc.		12/21/2013		41.00		(311	)		(778)
Facebook, Inc.		12/21/2013		46.00		(304	)		(38,608)
Green Mountain Coffee Roasters, Inc.		12/21/2013		52.50		(267	)		(4,005)
Groupon, Inc.		12/21/2013		9.00		(1,560	)		(73,320)
Herbalife Ltd.		12/21/2013		55.00		(255	)		(10,838)
Incyte Corp. Ltd.		12/21/2013		30.00		(467	)		(3,502)
LinkedIn Corp.		12/21/2013		210.00		(66	)		(17,985)
Netflix, Inc.		12/21/2013		295.00		(47	)		(1,880)
Nu Skin Enterprises, Inc.		12/21/2013		85.00		(165	)		(412)
Pandora Media, Inc.		12/21/2013		23.00		(610	)		(9,150)
Rackspace Hosting, Inc.		12/21/2013		42.50		(330	)		(151,800)
Sears Holdings Corp.		12/21/2013		48.00		(292	)		(5,256)
ServiceNow, Inc.		12/21/2013		45.00		(311	)		(6,998)
Tesla Motors, Inc.		12/21/2013		150.00		(93	)		(222,270)
TripAdvisor, Inc.		12/21/2013		62.50		(224	)		(1,120)

TOTAL WRITTEN OPTIONS

(Premiums received $1,039,328)								$	(759,064)

See Notes to Financial Statements.



www.alpsfunds.com		7


		STATEMENT OF ASSETS & LIABILITIES
		November 30, 2013



ASSETS:
Investments, at value	$	29,098,478
Cash		2,660,381

Total Assets		31,758,859


LIABILITIES:
Written options, at value (Proceeds $1,039,328)		759,064
Payable for investments purchased		2,599,654
Payable to adviser		21,133

Total Liabilities		3,379,851

NET ASSETS	$	28,379,008


NET ASSETS CONSIST OF:
Paid-in capital	$	28,140,938
Accumulated net investment loss		(43,057)
Net unrealized appreciation on investments and written option contracts		281,127

NET ASSETS	$	28,379,008


INVESTMENTS, AT COST	$	29,097,615

PRICING OF SHARES
Net Assets	$	28,379,008
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		1,100,002
Net Asset Value, offering and redemption price per share	$	25.80

See Notes to Financial Statements.



8	Annual Report	November 30, 2013

STATEMENT OF OPERATIONS


		For the Period February 28, 2013 (Commencement of Operations) to November 30, 2013
INVESTMENT INCOME:
Interest		$ 2,376

Total investment income		2,376


EXPENSES:
Investment adviser fees		74,593

Total expenses		74,593

NET INVESTMENT LOSS		(72,217)


REALIZED AND UNREALIZED GAIN/(LOSS):
Net realized gain on written option contracts		602,509
Net change in unrealized appreciation on investments		863
Net change in unrealized appreciation on written option contracts		280,264


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND WRITTEN OPTION CONTRACTS		883,636


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$ 811,419

See Notes to Financial Statements.



www.alpsfunds.com		9


		STATEMENT OF CHANGES IN NET ASSETS


	For the Period February 28, 2013 (Commencement of Operations) to November 30, 2013
OPERATIONS:
Net investment loss	$	(72,217)
Net realized gain on written option contracts		602,509
Net change in unrealized appreciation on investments and written option contracts		281,127

Net increase in net assets resulting from operations		811,419


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(573,349)

Total distributions		(573,349)


CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		28,140,938

Net increase from share transactions		28,140,938

Net increase in net assets		28,379,008


NET ASSETS:
Beginning of period		–

End of period*	$	28,379,008


*Including accumulated net investment loss of:	$	(43,057)

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		–
Shares sold		1,100,002

Shares outstanding, end of period		1,100,002

See Notes to Financial Statements.



10	Annual Report	November 30, 2013

FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Period Presented


	For the Period February 28, 2013 (Commencement of Operations) to November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD		$	25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment loss^(a)			(0.18	)
Net realized and unrealized gain			2.50

Total from investment operations			2.32


DISTRIBUTIONS:
From net investment income			(1.52	)

Total distributions			(1.52	)

NET INCREASE IN NET ASSET VALUE			0.80

NET ASSET VALUE, END OF PERIOD		$	25.80

TOTAL RETURN^(b)			9.51	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)		$	28,379

RATIOS TO AVERAGE NET ASSETS:
Expenses			0.95	%^(c)
Net investment loss			(0.92	)%^(c)
PORTFOLIO TURNOVER RATE^(d)			0	%

^(a) Based on average shares outstanding during the period.

^(b) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period and redemption at the

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

^(c) 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.



www.alpsfunds.com		11


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2013, the Trust consists of nineteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the U.S. Equity High Volatility Put Write Index Fund (the “Fund”), which commenced operations on February 28, 2013. The investment objective of the Fund is to seek investment results that correspond generally to the performance, before the Fund’s fees and expenses, of the NYSE Arca U.S. Equity High Volatility Put Write Index (the “Index”). The Index reflects the performance of a portfolio of exchange-traded put options on high volatility stocks.

The Fund’s Shares (“Shares”) are listed on the New York Stock Exchange (“NYSE”) Arca. The Fund issues and redeems Shares, at net asset value (“NAV”) in blocks of 100,000 Shares, each of which is called a “Creation Unit.” Creation Units of the Fund are issued and redeemed principally in cash. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

The Fund’s NAV is determined daily, as of the close of the NYSE, usually 4:00 p.m. Eastern time, each day the NYSE is open for trading. The NAV is computed by dividing the value of the Fund’s portfolio securities, cash and other assets (including accrued interest), less all liabilities (including accrued expenses), by the total number of shares outstanding.

The Fund’s listed put options are valued at the mean of the most recent bid and asked prices.

B. Securities Transactions and Investment Income



12	Annual Report	November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

C. Dividends and Distributions to Shareholders

Dividends from net investment income, if any, and any net short-term capital gains are distributed to shareholders following each 60 day period. Any other net income or capital gains will be distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code. In addition, the Fund intends to distribute, at the end of each 60-day period out of net investment income and/or net short-term capital gains, an amount of cash equal to 1.5% of the Fund’s net assets at the end of such 60-day period. If the Fund’s net investment income and net short-term capital gains are insufficient to support a 1.5% distribution in any 60-day period, the distribution will be reduced by the amount of the shortfall. As a result of the Fund’s investment strategy, it is not expected that the Fund will have income from long-term capital gains.

D. Federal Tax and Tax Basis Information

For the period ended November 30, 2013, permanent book and tax differences resulting primarily from book/tax distribution differences and net operating loss offset to short-term term capital gains were identified and reclassified among the components of the Fund’s net assets as follows:


	Undistributed Net Investment Income		Accumulated Net Realized Loss			Paid-in Capital
U.S. Equity High Volatility Put Write Index Fund	$	602,509	$	(602,509	)	$	–

The tax character of the distributions paid was as follows:


	Period Ended November 30, 2013 Distributions paid from: Ordinary Income
U.S. Equity High Volatility Put Write Index Fund	$	573,349

As of November 30, 2013, the components of distributable earnings on a tax basis were as follows:

Unrealized Appreciation on Investments	$	281,127
Other Cumulative Effect of Timing Differences		(43,057	)
Total	$	238,070

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


	U.S. Equity High Volatility Put Write Index Fund
Cost of investments for income tax purposes	$	29,097,615

Gross Appreciation (excess of value over tax cost)	$	355,819
Gross Depreciation (excess of tax cost over value)		(354,956	)
Net Appreciation of Derivatives	$	280,264
Net Unrealized Appreciation	$	281,127

The Fund elects to defer to the period ending November 30, 2014, late year ordinary losses in the amount of $43,057.



www.alpsfunds.com		13


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

E. Income Taxes

No provision for income taxes are included in the accompanying financial statements, as the Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.

As of and during the period ended November 30, 2013, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Fund commenced operations on February 28, 2013, no tax returns have been filed as of the date of this report.

F. Fair Value Measurements

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

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. Treasury BIlls are typically valued at the mean between the evaluated bid and ask prices formulated by an independent pricing service and are categorized as Level 1 in the heirarchy, due to their active trading, short term maturity and liquidity.

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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



14	Annual Report	November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

The following is a summary of the inputs used to value the Fund’s investments at November 30, 2013:


Investments in Securities at Value	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Assets
Short Term Investments	$	29,098,478		$	–	$	–	$	29,098,478
TOTAL	$	29,098,478		$	–	$	–	$	29,098,478


Other Financial Instruments*
Liabilities
Written Option Contracts	$	(759,064	)	$	–	$	–	$	(759,064	)
TOTAL	$	(759,064	)	$	–	$	–	$	(759,064	)

*	Other financial instruments are instruments not reflected in the Schedule of Investments, such as written option contracts.

G. Derivative Instruments and Hedging Activities: The following discloses the Fund’s use of derivative instruments and hedging activities.

The Fund’s investment objective permits the Fund to purchase derivative contracts including written options. In doing so, the Fund will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

Market Risk Factors: In pursuit of the Fund’s investment objective, the Fund will use derivatives to increase or decrease its exposure to the following market risk factors:

Equity Risk: The value of the options sold by the Fund is based on the value of the stocks underlying such options. Accordingly, the Fund is exposed to equity risk, which is the risk that the value of the stocks underlying options written by the Fund will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of such stock participate, or factors relating to specific companies. In such event, the value of the options sold by the Fund will likely decline. Additionally, if the value of the stocks underlying the options sold by the Fund increases, the Fund’s returns will not increase accordingly.

The Fund will seek to track the performance of the Index by selling listed 60-day put options in proportion to their weightings in the Index. By selling an option, the Fund will receive premiums from the buyer of the option, which will increase the Fund’s return if the option is not exercised and thus expires worthless. However, if the option’s underlying stock declines below the strike price, the option will finish in-the-money and the Fund will be required to buy the underlying stock at the strike price, effectively paying the buyer the difference between the strike price and the closing price. Therefore, by writing a put option, the Fund is exposed to the amount by which the price of the underlying stock is less than the strike price. Accordingly, the potential return to the Fund is limited to the amount of option premiums it receives, while the Fund can potentially lose up to the entire strike price of each option it sells. Further, if the value of the stocks underlying the options sold by the Fund increases, the Fund’s returns will not increase accordingly.

As the seller of a listed put option, the Fund incurs an obligation to buy the underlying instrument from the purchaser of the option at the option’s strike price, upon exercise by the option purchaser. If a listed put option sold by the Fund is exercised prior to the end of a 60-day period, the Fund will buy the underlying stock at the time of exercise and at the strike price, and will hold the stock until the end of the 60-day period.



www.alpsfunds.com		15


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

Each put option sold by the Fund will be covered through investments in three month Treasury bills at least equal to the Fund’s maximum liability under the option (i.e., the strike price). Based on requirements and agreements with certain exchanges and third party broker-dealers, the Fund has requirements to deliver securities as collateral for certain investments. Securities collateral that has been pledged to cover obligations of the Fund is noted on the Schedule of Investments.

Every 60 days, the options included within the Index are exercised or expire and new option positions are established, and the Fund will enter into new option positions accordingly and sell any underlying stocks it owns as a result of the Fund’s prior option positions having been exercised. This 60-day cycle likely will cause the Fund to have frequent and substantial portfolio turnover. If the Fund receives additional inflows (and issues more Shares accordingly in large numbers known as “Creation Units,” as further defined herein) during a 60-day period, the Fund will sell additional listed put options which will be exercised or expire at the end of such 60-day period. Conversely, if the Fund redeems Shares in Creation Unit size during a 60-day period, the Fund will terminate the appropriate portion of the options it has sold accordingly.

Put Option Risk: Options are generally subject to volatile swings in price based on changes in value of the underlying instrument, and the options written by the Fund may be particularly subject to this risk because the underlying stocks are selected by the Index Provider to have high volatility. The Fund will incur a form of economic leverage through its use of options, which will increase the volatility of the Fund’s returns and may increase the risk of loss to the Fund. While the Fund will collect premiums on the options it writes, the Fund’s risk of loss if one or more of its options is exercised and expires in-the-money may substantially outweigh the gains to the Fund from the receipt of such option premiums. Moreover, the options sold by the Fund may have imperfect correlation to the returns of their underlying stocks.

Implied Volatility Risk: When the Fund sells a listed put option, it gains the amount of the premium it receives, but also incurs a corresponding liability representing the value of the option it has sold (until the option is exercised and finishes in the money or expires worthless). The value of the options in which the Fund invests is partly based on the volatility used by market participants to price such options (i.e., implied volatility). Accordingly, increases in the implied volatility of such options will cause the value of such options to increase (even if the prices of the options’ underlying stocks do not change), which will result in a corresponding increase in the liabilities of the Fund under such options and thus decrease the Fund’s NAV. The Fund is therefore exposed to implied volatility risk before the options expire or are exercised. This is the risk that the value of the implied volatility of the options sold by the Fund will increase due to general market and economic conditions, perceptions regarding the industries in which the issuers of such stock participate, or factors relating to specific companies.

Transactions in written option contracts during the period ended November 30, 2013, were as follows:


	Written Put Options
	Number of Contracts			Premiums Received
Options outstanding at February 28, 2013		–		$	–
Options written		(20,191	)		1,697,186
Options expired		11,696			(584,573	)
Options closed		1,065			(73,285	)
Options outstanding at November 30, 2013		(7,430	)	$	1,039,328



Market Value at November 30, 2013				$	(759,064	)

The effect of derivatives instruments on the Statement of Assets and Liabilities as of November 30, 2013:


	Liability Derivatives
Risk Exposure	Statement of Assets and Liabilities Location	Fair Value
Equity Contracts (Written Options)	Options written, at value	$	759,064

The effect of derivatives instruments on the Statement of Operations for the period ended November 30, 2013:


Risk Exposure	Statement of Operations Location	Realized Gain/(Loss) on Derivatives Recognized in Income		Change in Unrealized Gain/(Loss) on Derivatives Recognized in Income
Equity Contracts (Written Options)	Net realized gain on written option contracts/Net change in unrealized appreciation on written option contracts	$	602,509	$	280,264



16	Annual Report	November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

The average written option contracts volume and the absolute average notional value during the period ended November 30, 2013, were as follows:


Average Written Option Contract Volume		Average Written Option Contract Notional Value
3,449		$ 224,185

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 0.95% of the Fund’s average daily net assets. From time to time, the Investment Adviser may waive all or a portion of its fee.

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

Rich Investment Solutions, LLC acts as the Fund’s sub-adviser (“Sub-Adviser”) pursuant to a sub-advisory agreement with the Investment Adviser (the ‘‘Sub-Advisory Agreement’’). Pursuant to the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser on a monthly basis a portion of the advisory fees it receives from the Fund, on an annual rate of 0.80% of average net assets.

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

4. PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2013, the cost of purchases and proceeds from sales, excluding short-term investments and written options, were as follows:


Fund	Purchases of Securities	Proceeds From Sales of Securities
U.S. Equity Volatility Put Write Index Fund	$ –	$ –

5. CAPITAL SHARE TRANSACTIONS

Shares are created and redeemed by the Fund on a cash basis only in Creation Unit size aggregations of 100,000. Only broker-dealers or large institutional investors with creation and redemption agreements called Authorized Participants (“AP”) are permitted to purchase or redeem Creation Units from the Fund.

6. INDEMNIFICATIONS

7. NEW ACCOUNTING PRONOUNCEMENTS



www.alpsfunds.com		17


		ADDITIONAL INFORMATION
		November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

PORTFOLIO HOLDINGS

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



18	Annual Report	November 30, 2013

TRUSTEES & OFFICERS

November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of Financial Investors Trust (30 funds); ALPS Variable Investment Trust (7 funds); and Reaves Utility Income Fund.
Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate investment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983- 2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.



www.alpsfunds.com		19


		TRUSTEES & OFFICERS
		November 30, 2013 (Unaudited)

INTERESTED TRUSTEE

Name, Address

and Year of Birth

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,

1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds); and Principal Real Estate Income Fund.

*	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.



20	Annual Report	November 30, 2013

TRUSTEES & OFFICERS

November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

* 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.



www.alpsfunds.com		21

LOGO

This report has been prepared for shareholders of the ETF described herein and may be distributed to others only if preceded or accompanied by a prospectus.

ALPS Portfolio Solutions Distributor, Inc., distributor for the ETF.

LOGO


ALPS SECTOR DIVIDEND DOGS SERIES

LOGO


Performance Overview			1

Disclosure of Fund Expenses			7

Report of Independent Registered Public Accounting Firm			8

Financial Statements

Schedule of Investments			9

Statements of Assets and Liabilities			16

Statements of Operations			17

Statements of Changes in Net Assets			18

Financial Highlights			20

Notes to Financial Statements			22

Additional Information			30

Board Considerations Regarding Approval of Investment Advisory Agreement			31

Trustees & Officers			33


ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Investment Objective

The Fund seeks investment results that replicate as closely as possible, before fees and expenses, the performance of the S-Network Sector Dividend Dogs Index (the “Underlying Index”). The Shares of the Fund are listed and trade on the New York Stock Exchange (“NYSE”) Arca under the ticker symbol SDOG. The Fund generally will invest in all of the securities that comprise the Index in proportion to their weightings in the Index. The Fund began trading on June 29, 2012.

The Index is a rules based index intended to give investors a means of tracking the overall performance of the highest dividend paying stocks (i.e. “Dividend Dogs”) in the S&P 500^® on a sector-by-sector basis. “Dividend Dogs“Industrtion Standard (“GICS”) sectors that make up the S&P 500^® which offer the highest dividend yields.

Performance Overview

ALPS Sector Dividend Dogs ETF (SDOG) for the one year period ended November 29, 2013 generated a total return of 31.66% in-line with the Fund’s Underlying Index, net of fees, which returned 32.34% and outperforming the S&P 500^® which returned 30.28% for the same period.

The trailing twelve month yield for the fund’s constituents as of 11/29/2013 was 4.03% vs. 1.90% on the S&P 500^®.

Compared to the S&P 500^® the Fund had a small negative impact (-2.65%) from sector allocation which was largely driven by the modest overweight resulting from the equal sector weight strategy in more interest rate sensitive sectors of Utilities and Telecommunications. Off-setting this underperformance was the strong outperformance (+4.84%) that came from security selection.

The best performing stocks for the period were Best Buy Co. Inc. (Ticker: BBY), which increased 256.98%; Pitney Bowes, Inc. (Ticker: PBI), which increased 119.37%; and Safeway Inc. (Ticker: SWY), which increased 98.31%. The worst performing stocks were Cliffs Natural Resources Inc. (Ticker: CLF), which decreased 27.53%; HCP Inc. (Ticker: HCP), which decreased 14.66%; and CenturyLink, Inc. (Ticker: CTL), which decreased 14.09%.

Looking forward we believe the Fund’s strategy of annually selecting the five highest yielding securities in each of the ten sectors in the S&P 500^® will provide high yield relative to the S&P 500^®, potential for market participation in all economic cycles through equal sector weighting, and a deep value portfolio of securities as identified through high yield relative to their sector peers.


			1
Annual \| November 30, 2013			1


ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Average Annual Total Returns as of November 30, 2013


	1 Year	Since Inception*
NAV	31.66%	28.08%
Market Price**	31.55%	28.10%
S-Network Sector Dividend Dogs Index***	32.34%	28.69%
S&P 500^® Index****	30.30%	24.66%

Total Expense Ratio (per the current prospectus) 0.40%.

S-Network Sector Dividend Dogs Index is a portfolio of fifty stocks derived from the S&P 500^® Index. An investor cannot invest directly in an index.

*	The Fund Commencement Date is June 29,2012. Total return for a period of less than one year is not annualized.

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

***	The S-Network Sector Dividend Dogs Index (Ticker: SDOGX) is designed to serve as a fair, impartial and transparent measure of the performance of US large cap equities with above average dividend yields.

****	The S&P 500^® is a large cap U.S. equities index that includes 500 leading companies and captures approximately 80% coverage of available market capitalization.

An investor cannot invest directly in an index.


2
2		www.alpsfunds.com \| 866.675.2639


ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Top 10 Holdings^* as of November 30, 2013


Pitney Bowes, Inc.	2.6	%
Safeway, Inc.	2.4	%
Seagate Technology Plc	2.3	%
Bristol-Myers Squibb Co.	2.2	%
Northrop Grumman Corp.	2.2	%
Lorillard, Inc.	2.2	%
Cliffs Natural Resources, Inc.	2.2	%
CME Group, Inc.	2.2	%


Raytheon Co.	2.1	%
Cincinnati Financial Corp.	2.1	%
Percent of Total Investments in Top Ten Holdings:	22.5	%

*	% of Total Investments.

Holdings are subject to change.

Growth of $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in ALPS Sector Dividend Dogs ETF and S-Net Sector Dividend Dogs Index.

LOGO


			3
Annual \| November 30, 2013			3


ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Investment Objective

The Fund seeks investment results that replicate as closely as possible, before fees and expenses, the performance of the S-Network International Sector Dividend Dogs Index (the “Underlying Index”). The Shares of the Fund are listed and trade on the New York Stock Exchange (“NYSE”) Arca under the ticker symbol IDOG. The Fund generally will invest in all of the securities that comprise the index in proportion to their weightings in the index. The Fund began trading on June 28, 2013.

The Underlying Index constituents with the highest dividend yield in their respective sectors providing the potential for price appreciation as market forces bring their yield into line with the overall market.

Performance Overview

ALPS International Sector Dividend Dogs ETF (IDOG) for the five month period ended November 29, 2013 generated a total return of 17.72% in-line with the Fund’s Net Total Return Index, net of fees, which returned 18.40% and underperformed the MSCI EAFE^® which returned 30.28% for the same period.

The trailing twelve month yield for the fund’s constituents as of 11/29/2013 was 5.00% vs. 2.87% on the MSCI EAFE^®.

Compared to the MSCI EAFE^® the fund had a small positive impact (+0.06%) from sector allocation which was largely driven by the modest overweight resulting from the equal sector weight strategy in the Materials and Utilities sectors. Augmenting the positive sector allocation effect was the strong outperformance (+3.33%) that came from security selection.

The best performing stocks for the period were UPM-Kymmene Oyj (Ticker: UPM1V FH), which increased 70.13%; Arcelormittal (Ticker: MT NA), which increased 54.91%; and Stora Enso Oyj (Ticker: STERV FI), which increased 47.87%. The worst performing stocks were Israel Chemicals Ltd (Ticker: ICL IT), which decreased 13.66%; Delhaize Group (Ticker: DELB BB), which decreased 5.39%; and Orkla ASA (Ticker: ORK NO), which decreased 4.34%.

Looking forward we believe the Fund’s strategy of annually selecting the five highest yielding securities in each of the ten sectors in the S-Net Developed Markets (Ex NAS) Index will provide high yield relative to the MSCI EAFE^®, potential for market participation in all economic cycles through equal sector weighting, and a deep value portfolio of securities as identified through high yield relative to their sector peers.


4
4		www.alpsfunds.com \| 866.675.2639


ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Average Annual Total Returns as of November 30, 2013


		Since Inception*
NAV		17.72%
Market Price**		18.24%
S-Network International Sector Dividend Dogs Index***		18.40%
MSCI EAFE NR		16.32%

Total Expense Ratio (per the current prospectus) 0.50%.

S-Network Sector International Dividend Dogs Index is a portfolio of fifty stocks derived from the S&P 500^® Index. An investor cannot invest directly in an index.

*	The Fund Commencement Date is June 28, 2013. Total return for a period of less than one year is not annualized.

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

***	The S-Network International Sector Dividend Dogs Index (Ticker: IDOGX) is designed to serve as a fair, impartial and transparent measure of the performance of International large cap equities with above average dividend yields.

An investor cannot invest directly in an index.


			5
Annual \| November 30, 2013			5


ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Performance Overview
		November 30, 2013 (Unaudited)

Top 10 Holdings^*as of November 30, 2013


ArcelorMittal		2.4%
Hoya Corp.		2.3%
Belgacom SA		2.2%
UPM-Kymmene OYJ		2.2%
Banco Santander SA		2.2%
Vinci SA		2.2%
Snam SpA		2.2%
Orange SA		2.1%


Hennes & Mauritz AB, Class B		2.1%
Stora Enso OYJ, Class R		2.1%
Percent of Total Investments in Top Ten Holdings:		22.0%

*	% of Total Investments.

Holdings are subject to change.

Growth of $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in ALPS International Sector Dividend Dogs ETF and S-Net International Sector Dividend Dogs Index.

LOGO


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6		www.alpsfunds.com \| 866.675.2639


ALPS SECTOR DIVIDEND DOGS SERIES		Disclosure of Fund Expenses
		November 30, 2013 (Unaudited)


	Beginning Account Value 6/1/13		Ending Account Value 11/30/13		Expense Ratio^(a)		Expenses Paid During the Period 6/1/13 - 11/30/13^(b)
ALPS Sector Dividend Dogs ETF
Actual	$	1,000.00	$	1,110.80		0.40%	$	2.12
Hypothetical (5% return before expenses)	$	1,000.00	$	1,023.06		0.40%	$	2.03

ALPS International Sector Dividend Dogs ETF
Actual^(c)	$	1,000.00	$	1,177.20		0.50%	$	2.33
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.56		0.50%	$	2.54

^(a)

Annualized, based on the Fund’s most recent fiscal half-year expenses.

^(b)

^(c)

Note the actual expense paid during the period is based on commencement date of June 28, 2013.


			7
Annual \| November 30, 2013			7

ALPS SECTOR DIVIDEND DOGS SERIES

Report of Independent

Registered Public Accounting Firm

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ALPS Sector Dividend Dogs ETF and ALPS International Sector Dividend Dogs ETF, two of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets, and the financial highlights for the year ended November 30, 2013 and for the period June 29, 2012 (Commencement) to November 30, 2012 for the ALPS Sector Dividend Dogs ETF, and the related statements of operations, changes in net assets, and the financial highlights for the period June 28, 2013 (Commencement) to November 30, 2013 for the ALPS International Sector Dividend Dogs ETF. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ALPS Sector Dividend Dogs ETF and ALPS International Sector Dividend Dogs of the ALPS ETF Trust as of November 30, 2013, and the results of their operations, the changes in their net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014


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ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value

COMMON STOCK (99.34%)
*Consumer Discretionary (9.62%)*
Best Buy Co., Inc.		229,586	$	9,309,712
Cablevision Systems Corp., Class A		497,985		8,351,208
Gannett Co., Inc.		344,887		9,332,642
H&R Block, Inc.		322,666		8,999,155
Leggett & Platt, Inc.		286,823		8,664,923

*Total Consumer Discretionary*				44,657,640


*Consumer Staples (10.15%)*
Altria Group, Inc.		252,335		9,331,348
Avon Products, Inc.		423,595		7,552,699
Lorillard, Inc.		199,657		10,248,394
Reynolds American, Inc.		180,188		9,090,485
Safeway, Inc.		311,721		10,900,883

*Total Consumer Staples*				47,123,809


*Energy (9.44%)*
Chevron Corp.		70,830		8,672,425
ConocoPhillips		126,992		9,245,017
Diamond Offshore Drilling, Inc.		136,477		8,195,444
Kinder Morgan, Inc.		250,629		8,907,355
Spectra Energy Corp.		261,769		8,782,350

*Total Energy*				43,802,591


*Financials (9.65%)*
Cincinnati Financial Corp.		188,796		9,894,798
CME Group, Inc.		121,523		9,958,810
HCP, Inc., REIT		212,204		7,802,741
Health Care REIT, Inc.		142,350		7,970,177
People’s United Financial, Inc.		607,172		9,192,584

*Total Financials*				44,819,110


*Health Care (10.12%)*
Bristol-Myers Squibb Co.		201,767		10,366,789
Eli Lilly & Co.		164,955		8,284,040
Johnson & Johnson		99,282		9,398,034
Merck & Co., Inc.		183,947		9,166,079
Pfizer, Inc.		308,344		9,783,755

*Total Health Care*				46,998,697


			9
Annual \| November 30, 2013			9


ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value

*Industrials (11.13%)*
Lockheed Martin Corp.		69,078	$	9,786,280
Northrop Grumman Corp.		91,377		10,296,361
Pitney Bowes, Inc.		510,496		11,828,192
Raytheon Co.		111,995		9,931,717
Waste Management, Inc.		214,950		9,818,916

*Total Industrials*				51,661,466


*Information Technology (10.41%)*
CA, Inc.		289,251		9,545,283
Intel Corp.		374,983		8,939,595
Microchip Technology, Inc.		221,992		9,610,033
Paychex, Inc.		217,947		9,530,822
Seagate Technology Plc		218,420		10,711,317

*Total Information Technology*				48,337,050


*Materials (9.70%)*
Cliffs Natural Resources, Inc.		398,274		9,960,833
EI du Pont de Nemours & Co.		149,240		9,160,351
MeadWestvaco Corp.		227,907		8,001,815
Nucor Corp.		181,968		9,291,286
The Dow Chemical Co.		220,458		8,611,089

*Total Materials*				45,025,374


*Telecommunication Services (9.55%)*
AT&T, Inc.		256,127		9,018,232
CenturyLink, Inc.		271,787		8,343,861
Frontier Communications Corp.		2,020,789		9,457,293
Verizon Communications, Inc.		184,007		9,130,427
Windstream Holdings, Inc.		1,038,017		8,376,797

*Total Telecommunication Services*				44,326,610


*Utilities (9.57%)*
Ameren Corp.		267,471		9,588,835
Entergy Corp.		139,313		8,622,082
Exelon Corp.		291,351		7,840,255
Pepco Holdings, Inc.		483,745		9,229,855
TECO Energy, Inc.		537,653		9,161,607

*Total Utilities*				44,442,634


TOTAL COMMON STOCK (Cost $419,639,594)				461,194,981


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10		www.alpsfunds.com \| 866.675.2639


ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (0.31%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(a)		1,450,188	$	1,450,188


TOTAL SHORT TERM INVESTMENTS (Cost $1,450,188)						1,450,188


TOTAL INVESTMENTS (99.65%) (Cost $421,089,782)					$	462,645,169

NET OTHER ASSETS AND LIABILITIES (0.35%)						1,631,653


NET ASSETS (100.00%)					$	464,276,822

^(a)

Less than 0.0005%.

Common Abbreviations:

Plc - Public Limited Company.

REIT - Real Estate Investment Trust.

See Notes to Financial Statements.


			11
Annual \| November 30, 2013			11


ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value

COMMON STOCK (99.48%)
*Australia (9.46%)*
Amcor, Ltd.		145,761	$	1,464,775
National Australia Bank, Ltd.		47,470		1,494,185
Wesfarmers, Ltd.		37,737		1,474,306
Westpac Banking Corp.		49,598		1,484,419
Woolworths, Ltd.		45,701		1,401,481

				7,319,166


*Belgium (4.04%)*
Belgacom SA		58,315		1,732,953
Delhaize Group SA		23,920		1,394,201

				3,127,154


*Bermuda (1.73%)*
Li & Fung, Ltd.		984,880		1,341,537


*Chile (1.97%)*
Enersis SA		63,225		1,521,476


*Finland (10.07%)*
Fortum OYJ		67,674		1,548,537
Metso OYJ		35,512		1,437,002
Nokian Renkaat OYJ		29,173		1,443,309
Stora Enso OYJ, Class R		165,389		1,633,799
UPM-Kymmene OYJ		104,052		1,729,157

				7,791,804


*France (8.16%)*
GDF Suez		60,996		1,414,792
Orange SA*		126,106		1,647,565
Total SA		25,816		1,564,346
Vinci SA		26,296		1,690,977

				6,317,680


*Germany (4.07%)*
Daimler AG, Registered Shares		19,313		1,600,801
E.ON SE		80,546		1,549,761

				3,150,562


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ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value

*Great Britain (11.66%)*
Aviva Plc		225,785	$	1,586,069
BAE Systems Plc		209,080		1,462,222
GlaxoSmithKline Plc		57,207		1,515,055
Imperial Tobacco Group Plc		40,502		1,540,207
Royal Dutch Shell Plc, Class A		44,859		1,501,009
Tesco Plc		249,327		1,419,556

				9,024,118


*Israel (4.05%)*
Bezeq The Israeli Telecommunication Corp., Ltd.		929,983		1,555,253
Israel Chemicals, Ltd.		185,383		1,580,124

				3,135,377


*Italy (2.18%)*
Snam SpA		313,554		1,687,194


*Japan (17.68%)*
Canon, Inc.		45,607		1,518,082
Daiichi Sankyo Co., Ltd.		76,880		1,410,849
Eisai Co., Ltd.		35,402		1,382,283
Hoya Corp.		65,394		1,768,820
ITOCHU Corp.		120,433		1,518,858
Nippon Electric Glass Co., Ltd.		273,376		1,470,352
Takeda Pharmaceutical Co., Ltd.		31,402		1,524,963
TonenGeneral Sekiyu KK		158,529		1,531,980
Trend Micro, Inc.		39,752		1,556,011

				13,682,198


*Luxembourg (2.34%)*
ArcelorMittal		105,165		1,811,958


*New Zealand (1.92%)*
Telecom Corp. of New Zealand		795,411		1,488,346


*Norway (1.97%)*
Orkla ASA		196,354		1,528,054


*Portugal (4.00%)*
EDP - Energias de Portugal SA		408,665		1,546,501
Portugal Telecom SGPS SA		344,804		1,549,402

				3,095,903


			13
Annual \| November 30, 2013			13


ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013


Security Description	Shares		Value

*Singapore (2.02%)*
Singapore Press Holdings, Ltd.		461,551	$	1,566,886


*Spain (4.23%)*
Banco Santander SA		191,971		1,706,751
Repsol SA		59,737		1,569,036

				3,275,787


*Sweden (3.86%)*
Hennes & Mauritz AB, Class B		38,691		1,639,812
Telefonaktiebolaget LM Ericsson, Class B		108,257		1,348,395

				2,988,207


*Switzerland (4.07%)*
Novartis AG		19,321		1,527,305
Zurich Insurance Group AG		5,814		1,622,199

				3,149,504


TOTAL COMMON STOCK (Cost $74,145,482)				77,002,912


Security Description	7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (0.05%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(a)		42,214	$	42,214


TOTAL SHORT TERM INVESTMENTS (Cost $42,214)						42,214


TOTAL INVESTMENTS (99.53%) (Cost $74,187,696)					$	77,045,126

NET OTHER ASSETS AND LIABILITIES (0.47%)						366,139


NET ASSETS (100.00%)					$	77,411,265

*	Non-income producing security.

^(a)

Less than 0.0005%.


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ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		November 30, 2013

Common Abbreviations:

AB - Aktiebolag is the Swedish term for corporation.

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

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

KK - Kabushiki Kaisha, Stock Company in Japan.

Ltd. - Limited.

OYJ - Osakeyhtio is the Finnish term for public limited company.

Plc - Public Limited Company.

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

SE - SE Regulation is a European Company which can operate on a Europe-wide basis and be governed by Community law directly appliciable in all Member States.

SpA - Societa per Azioni is an Italian shared company.

See Notes to Financial Statements.


			15
Annual \| November 30, 2013			15


ALPS SECTOR DIVIDEND DOGS SERIES		Statements of Assets & Liabilities
		November 30, 2013


	ALPS Sector Dividend Dogs ETF			ALPS International Sector Dividend Dogs ETF
ASSETS:
Investments, at value	$	462,645,169		$	77,045,126
Cash		18,402			174,290
Foreign currency, at value (Cost $– and $64,019)		–			63,327
Receivable for shares sold		–			11,121
Foreign tax reclaims		–			6,924
Dividends receivable		1,762,469			169,100
Total Assets		464,426,040			77,469,888

LIABILITIES:
Payable for investments purchased		–			31,174
Payable to adviser		149,218			27,449
Total Liabilities		149,218			58,623
NET ASSETS	$	464,276,822		$	77,411,265


NET ASSETS CONSIST OF:
Paid-in capital	$	423,607,407		$	74,453,116
Accumulated net investment income		666,157			111,295
Accumulated net realized gain on investments and foreign currency transactions		(1,552,130	)		(7,160	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		41,555,388			2,854,014
NET ASSETS	$	464,276,822		$	77,411,265


INVESTMENTS, AT COST	$	421,089,782		$	74,187,696

PRICING OF SHARES
Net Assets	$	464,276,822		$	77,411,265
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		13,750,361			2,650,002
Net Asset Value, offering and redemption price per share	$	33.76		$	29.21

See Notes to Financial Statements.


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ALPS SECTOR DIVIDEND DOGS SERIES		Statements of Operations
		For the Year Ended November 30, 2013


	ALPS Sector Dividend Dogs ETF		ALPS International Sector Dividend Dogs ETF^(a)
INVESTMENT INCOME:
Dividends*	$	9,964,461	$	443,899
Total Investment Income		9,964,461		443,899

EXPENSES:
Investment adviser fees		1,006,159		66,287
Total Expenses		1,006,159		66,287
NET INVESTMENT INCOME		8,958,302		377,612

REALIZED AND UNREALIZED GAIN/(LOSS):
Net realized gain on investments		8,873,580		130,316
Net realized loss on foreign currency transactions		–		(1,481	)
Net change in unrealized appreciation on investments		41,587,324		2,857,430
Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies		–		(3,416	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		50,460,904		2,982,849
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	59,419,206	$	3,360,461

* Net of foreign tax withholding	$	–	$	52,363

^(a)

The Fund commenced operations on June 28, 2013.

See Notes to Financial Statements.


			17
Annual \| November 30, 2013			17


ALPS SECTOR DIVIDEND DOGS ETF		Statements of Changes in Net Assets


	For the Year Ended November 30, 2013			For the Period June 29, 2012 (Commencement) to November 30, 2012
OPERATIONS:
Net investment income	$	8,958,302		$	733,532
Net realized gain on investments		8,873,580			319,121
Net change in unrealized appreciation/ (depreciation) on investments		41,587,324			(31,936	)
Net increase in net assets resulting from operations		59,419,206			1,020,717

Net Equalization Credits		1,073,302			238,003

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(8,610,531	)		(415,871	)
Total distributions		(8,610,531	)		(415,871	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		401,422,165			63,519,127
Dividends reinvested		11,589			–
Cost of shares redeemed		(50,733,792	)		(1,355,788	)
Net income equalization (Note 2)		(1,073,302	)		(238,003	)
Net increase from share transactions		349,626,660			61,925,336
Net increase in net assets		401,508,637			62,768,185

NET ASSETS:
Beginning of year		62,768,185			–
End of year*	$	464,276,822		$	62,768,185


* Including accumulated net investment income of:	$	666,157		$	317,661

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		2,350,002			–
Shares sold		13,100,000			2,400,002
Shares reinvested		359			–
Shares redeemed		(1,700,000	)		(50,000	)
Shares outstanding, end of period		13,750,361			2,350,002

See Notes to Financial Statements.


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ALPS INTERNATIONAL SECTOR

DIVIDEND DOGS ETF

Statement of Changes in Net Assets


	For the Period June 28, 2013 (Commencement) to November 30, 2013
OPERATIONS:
Net investment income	$	377,612
Net realized gain on investments and foreign currency transactions		128,835
Net change in unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		2,854,014
Net increase in net assets resulting from operations		3,360,461

Net Equalization Credits		155,512

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(264,835	)
Total distributions		(264,835	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		75,749,861
Cost of shares redeemed		(1,434,222	)
Net income equalization (Note 2)		(155,512	)
Net increase from share transactions		74,160,127
Net increase in net assets		77,411,265

NET ASSETS:
Beginning of period		–
End of period*	$	77,411,265


* Including accumulated net investment income of:	$	111,295

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		–
Shares sold		2,700,002
Shares redeemed		(50,000	)
Shares outstanding, end of period		2,650,002

See Notes to Financial Statements.


			19
Annual \| November 30, 2013			19


ALPS SECTOR DIVIDEND DOGS ETF		Financial Highlights
		For a share outstanding throughout the periods presented


	For the Year Ended November 30, 2013			For the Period June 29, 2012 (Commencement) to November 30, 2012
NET ASSET VALUE, BEGINNING OF PERIOD	$	26.71		$	25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		1.12			0.59
Net realized and unrealized gain		7.14			1.41
Total from investment operations		8.26			2.00

DISTRIBUTIONS:
From net investment income		(1.21	)		(0.29	)
Total distributions		(1.21	)		(0.29	)
NET INCREASE IN NET ASSET VALUE		7.05			1.71
NET ASSET VALUE, END OF YEAR	$	33.76		$	26.71

TOTAL RETURN^(b)		31.66	%		7.99	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)	$	464,277		$	62,768

RATIOS TO AVERAGE NET ASSETS:
Expenses		0.40	%		0.40	%^(c)
Net investment income		3.58	%		5.31	%^(c)
PORTFOLIO TURNOVER RATE^(d)		8	%		0	%

Undistributed net investment income included in price of units issued and redeemed^(a)(e)	$	0.13		$	0.19

^(a)

Based on average shares outstanding during the period.

^(b)

^(c)

Annualized.

^(d)

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

^(e)

The per share amount of equalization is presented to show the impact of equalization on distributable earnings per share.

See Notes to Financial Statements.


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ALPS INTERNATIONAL SECTOR DIVIDEND DOGS ETF		Financial Highlights
For a share outstanding throughout the period presented


	For the Period June 28, 2013 (Commencement) to November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD	$	25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		0.34
Net realized and unrealized gain		4.08
Total from investment operations		4.42

DISTRIBUTIONS:
From net investment income		(0.21	)
Total distributions		(0.21	)
NET INCREASE IN NET ASSET VALUE		4.21
NET ASSET VALUE, END OF YEAR	$	29.21

TOTAL RETURN^(b)		17.72	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)	$	77,411

RATIOS TO AVERAGE NET ASSETS:
Expenses		0.50	%^(c)
Net investment income		2.87	%^(c)
PORTFOLIO TURNOVER RATE^(d)		2	%

Undistributed net investment income included in price of units issued and redeemed^(a)(e)	$	0.14

^(a)

Based on average shares outstanding during the period.

^(b)

^(c)

Annualized.

^(d)

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

^(e)

The per share amount of equalization is presented to show the impact of equalization on distributable earnings per share.

See Notes to Financial Statements.


			21
Annual \| November 30, 2013			21


ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

1. Organization

The investment objective of the ALPS Sector Dividend Dogs ETF is to seek investment results that replicate as closely as possible, before fees and expenses, the performance of the S-Network Sector Dividend Dogs Index. The ALPS Sector Dividend Dogs ETF commenced operations on June 29, 2012.

The investment objective of the ALPS International Sector Dividend Dogs ETF is to seek investment results that replicate as closely as possible, before fees and expenses, the performance of the S-Network International Sector Dividend Dogs Index. The ALPS International Sector Dividend Dogs ETF commenced operations on June 28, 2013.

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

2. Significant Accounting Policies

A. Portfolio Valuation

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


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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

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.

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

B. Securities Transactions and Investment Income

C. Foreign Securities

The ALPS International Sector Dogs ETF may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible reevaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies and possible future adverse political and economic developments.

Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

D. Foreign Currency Translation

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


			23
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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

E. Dividends and Distributions to Shareholders

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

F. Equalization

Each Fund follows the accounting practice known as “Equalization” by which a portion of the proceeds from sales and costs of reacquiring the Funds’ shares, equivalent on a per share basis to the amount of distributable net investment income on the date of the transaction, is credited or charged to undistributed net investment income. As a result, undistributed net investment income per share is unaffected by sales or reacquisitions of the Funds’ shares. Amounts related to Equalization can be found on the Statement of Changes in Net Assets.

G. Federal Tax and Tax Basis Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to a 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/period ended November 30, 2013, permanent book and tax differences resulting primarily from in-kind transactions were identified and reclassified among the components of each Fund’s net assets as follows:


	Undistributed Net Investment Income/Loss			Accumulated Net Realized Loss			Paid-in Capital
ALPS Sector Dividend Dogs ETF	$	725		$	(10,425,710	)	$	10,424,985
ALPS International Sector Dividend Dogs ETF	$	(1,482	)	$	(135,995	)	$	137,477

At November 30, 2013, the Funds had available for tax purposes unused capital loss carryforwards as follows:

				Short-Term			Long-Term
ALPS Sector Dividend Dogs ETF				$	235,157		$	–
ALPS International Sector Dividend Dogs ETF				$	–		$	–

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


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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

The tax character of the distributions paid for the period ended November 30, 2013, was as follows:


	Ordinary Income		Long-Term Capital Gain
ALPS Sector Dividend Dogs ETF	$	8,609,806	$	725
ALPS International Sector Dividend Dogs ETF	$	264,835	$	–

As of November 30, 2013, the components of distributable earnings on a tax basis for the Funds were as follows:


	Undistributed Net Investment Income		Accumulated Capital Losses			Net Unrealized Appreciation on Investments		Total
ALPS Sector Dividend Dogs ETF	$	666,157	$	(235,157	)	$	40,238,415	$	40,669,415
ALPS International Sector Dividend Dogs ETF	$	115,239	$	–		$	2,842,910	$	2,958,149

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/ (depreciation) on investments were as follows:


	ALPS Sector Dividend DOGS ETF			ALPS International Sector Dividend Dogs ETF
Cost of investments for income tax purposes	$	422,406,754		$	74,198,800

Gross Appreciation (excess of value over tax cost)	$	50,455,388		$	3,284,402
Gross Depreciation (excess of tax cost over value)		(10,216,973	)		(438,076	)
Net Depreciation of Foreign Currency		–			(3,416	)
Net Unrealized Appreciation	$	40,238,415		$	2,842,910

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

H. Income Taxes

No provision for income taxes is included in the accompanying financial statements, as each Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.

Each Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the 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.


			25
Annual \| November 30, 2013			25


ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

As of and during the year ended November 30, 2013, each Fund did not have a liability for any unrecognized tax benefits. Each Fund files U.S. federal, state, and local tax returns as required. Each Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the ALPS International Sector Dividend Dogs ETF commenced operations on June 28, 2013, no tax returns have been filed as of the date of this report.

I. Fair Value Measurements

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

Valuation techniques used to value the Funds’ investments by major category are as follows:

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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


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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013



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

The following is a summary of the inputs used to value each Fund’s investments at November 30, 2013:

ALPS Sector Dividend Dogs ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Common Stocks*	$	461,194,981	$	–	$	–	$	461,194,981
Short Term Investments		1,450,188		–		–		1,450,188
TOTAL	$	462,645,169	$	–	$	–	$	462,645,169

ALPS International Sector Dividend Dogs ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Common Stocks*	$	77,002,912	$	–	$	–	$	77,002,912
Short Term Investments		42,214		–		–		42,214
TOTAL	$	77,045,126	$	–	$	–	$	77,045,126

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

The Funds recognize transfers between levels as of the end of the period. For the year ended November 30, 2013, the Funds did not have any transfers between Level 1 and Level 2 securities. The Funds did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. Investment Advisory Fee and Other Affiliated Transactions

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


Fund		Advisory Fee
ALPS Sector Dividend Dogs ETF		0.40%
ALPS International Sector Dividend Dogs ETF		0.50%

Out of the unitary management fee, the Investment Adviser pays substantially all expenses of each Fund, including the licensing fee of the Index provider, and the cost of transfer agency,


			27
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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

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

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

4. Purchases and Sales of Securities

For the year ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:


	Purchases		Sales
ALPS Sector Dividend Dogs ETF	$	58,648,882	$	21,205,358
ALPS International Sector Dividend Dogs ETF	$	1,262,047	$	810,752

For the year ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


	Purchases		Sales
ALPS Sector Dividend Dogs ETF	$	360,500,483	$	48,944,056
ALPS International Sector Dividend Dogs ETF	$	74,215,841	$	651,971

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

5. Capital Share Transactions

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


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ALPS SECTOR DIVIDEND DOGS SERIES		Notes to Financial Statements
		November 30, 2013

normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. New Accounting Pronouncements

In June 2013, the FASB issued ASU No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether it is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Funds are currently reviewing the requirements and believe the adoption of this ASU will not have a material impact on the financial statements.


			29
Annual \| November 30, 2013			29


ALPS SECTOR DIVIDEND DOGS SERIES		Additional Information
		November 30, 2013 (Unaudited)

Proxy Voting Policies And Procedures

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

Portfolio Holdings

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

Tax Designations

Pursuant to Section 853(c) of the Internal Revenue Code, the following Fund designates the following:


	Foreign Taxes Paid		Foreign Source Income
ALPS International Sector Dividend Dogs ETF	$	25,402	$	324,288

The following Fund designates for federal income purposes for distributions made during the calendar year ended December 31, 2012:


	Qualified Dividend Income	Dividend Received Dedution
ALPS Sector Dividend Dogs ETF	73.44%	76.98%


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ALPS SECTOR DIVIDEND DOGS SERIES

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

At an in-person meeting held on June 10, 2013, 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 ALPS Advisors, Inc. (the “Adviser”) with respect to the ALPS International Sector Dividend Dogs (the “IDOG ETF”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for the IDOG ETF, 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, representatives from the Adviser presented the Adviser’s material regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for the IDOG ETF, financial information regarding the Adviser, its parent company, information describing the Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of the IDOG ETF, 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 Independent Trustees concluded that the Adviser was qualified to oversee the services to be provided by other service providers and that the services to be provided by the Adviser to the IDOG ETF are expected to be satisfactory.

The Independent Trustees noted the services to be provided by the Adviser for the proposed annual advisory fee of 0.50% of the IDOG ETF’s average daily net assets. The Independent Trustees noted that the advisory fees proposed for the IDOG ETF were unitary fees pursuant to which the Adviser will assume all expense of the IDOG ETF (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. Based on its review, the Independent Trustees concluded that the expected profitability of the IDOG ETF to the Adviser was not unreasonable.

The Independent Trustees also reviewed comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of the IDOG ETF with other funds’ cost and expense structures. The Independent Trustees noted the services to be provided by the Adviser for the annual advisory fee of 0.50% of the IDOG ETF’s average daily net assets. The Independent Trustees 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 IDOG ETF’s 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 IDOG ETF’s business) out of the unitary


			31
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ALPS SECTOR DIVIDEND DOGS SERIES

Board Considerations Regarding Approval

of Investment Advisory Agreement

November 30, 2013 (Unaudited)

fee. The Independent Trustees considered that, taking into account the impact of the IDOG ETF’s unitary advisory fee, the IDOG ETF’s expense ratio was expected to be at the median of the Lipper peer group. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for the IDOG ETF was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with the IDOG ETF and concluded that the advisory fee was reasonable taking into account such benefits. The Independent Trustees considered the extent to which economies of scale would be realized as the IDOG ETF grows and whether fee level reflects a reasonable sharing of such economies of scale for the benefit of the Fund’s investors. Because the IDOG ETF is newly organized, the Independent Trustees reviewed the unitary advisory fee proposed for IDOG ETF and anticipated expenses of the Fund and determined to review economies of scale in the future when the IDOG ETF had attracted assets.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of the IDOG ETF. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.


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ALPS SECTOR DIVIDEND DOGS SERIES		Trustees & Officers
		November 30, 2013 (Unaudited)

Independent Trustees


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of Financial Investors Trust (30 funds); ALPS Variable Investment Trust (7 funds); and Reaves Utility Income Fund.


			33
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ALPS SECTOR DIVIDEND DOGS SERIES		Trustees & Officers
		November 30, 2013 (Unaudited)

Independent Trustees (continued)

Name, Address

and Year

of Birth of

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,

1952

Trustee

Since

March 2008

Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate investment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983-2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for- profit organization), 2004 – present; Director, National Western Stock Show (not- for-profit organization).

Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Fund.

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

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

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


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ALPS SECTOR DIVIDEND DOGS SERIES		Trustees & Officers
		November 30, 2013 (Unaudited)

Interested Trustee

Name, Address

and Year

of Birth 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, 1966

Trustee and President

Since

March 2008

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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


			35
Annual \| November 30, 2013			35


ALPS SECTOR DIVIDEND DOGS SERIES		Trustees & Officers
		November 30, 2013 (Unaudited)

Officers


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005-2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

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

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


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LOGO

TABLE OF CONTENTS


	Page

MANAGER COMMENTARY		2

PERFORMANCE OVERVIEW		3
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF

DISCLOSURE OF FUND EXPENSES		7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		8

SCHEDULES OF INVESTMENTS		9
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF

STATEMENTS OF ASSETS & LIABILITIES		14

STATEMENTS OF OPERATIONS		15

STATEMENTS OF CHANGES IN NET ASSETS		16

FINANCIAL HIGHLIGHTS		17
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF

NOTES TO FINANCIAL STATEMENTS		18

ADDITIONAL INFORMATION		25

TRUSTEES AND OFFICERS		26



www.alpsfunds.com		1


		MANAGER COMMENTARY
		November 30, 2013 (Unaudited)

Since inception on December 20, 2012, ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF (GSRA) advanced 23.95% at fiscal year-end November 30, 2013. In the Momentum Builder series, ALPS | GS Momentum Builder^® Multi-Asset Index ETF (GSMA) advanced 6.25%, while ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF (GSGO) and ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF (GSAX) were down 14.82% and 9.27%, respectively.

In the same period, the U.S. equity market was strong with the Russell 1000 up 25.7%.

GS Risk-Adjusted Return U.S. Large Cap Index (GSRARUS), which is tracked by GSRA, outperformed in 5 out of 6 months in the first half of 2013, with strong performance by stocks such as Vertex Pharmaceuticals (+105.5%), Werner Chilcott (+66.8%), Micron Technology (+96.6%) and Delta Air Lines (+87.2%) during the same period. In the first half, RUITR (Russell 1000 TR Index) was up 17.2% vs GSRARUS 19.9%. After the rebalance in June, notable performers included FedEx (+42.4%), Cognizant Technology Solutions (+44.7%) and Facebook (+97.1%), while laggards were Ariad Pharmaceuticals (-72.7%) and Newmont Mining (-27.5%).

In the Momentum Builder series, GSMA was the strongest performer among the three.

GSMA had large weights in the first quarter of 2013 to iShares MSCI EAFE Index ETF, iShares JPMorgan USD Emerging Markets Bond ETF, WisdomTree Emerging Markets Local Debt Fund, followed by iShares Russell 2000 Index ETF. During the second quarter we saw an increase in allocation to developed markets equity with iShares Russell 2000 Index ETF and iShares Dow Jones U.S. Real Estate ETF, followed by iShares iBoxx $ High Yield Corporate Bond ETF and iShares MSCI EAFE Index ETF. There was an increased allocation to cash assets combined with exposure to developed markets equity (iShares Russell 2000 Index ETF and iShares Russell 1000 Index ETF) in the third and fourth quarters.

GSGO returned -14.82% compared to -14.11% for the GS Momentum Builder Growth Markets Equities and U.S. Treasuries Index and -0.91% for the MSCI EM (Emerging Markets) TR Net Index. Most of the underperformance came in the second quarter with large drawdowns in Turkey (TUR), Indonesia (IDX) and Mexico (EWW) exposure in the portfolio starting in May. The rebalances in August and September resulted in 100% exposure to cash assets with an increase in volatility in emerging markets. This resulted in short term outperformance in September, but as the market turned, this outperformance reversed.

GSAX returned -9.27% compared to -8.41% for the GS Momentum Builder Asia Ex-Japan Equities and U.S. Treasuries Index and 4.43% for the MSCI AC (All Country) Asia Ex-Japan TR Net Index. The basket was fully allocated to cash assets in September this year and the underexposure to Asian markets when the market reversed further contributed to the drag of GSAX.



2		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

ALPS | GS MOMENTUM BUILDER^® GROWTH MARKETS EQUITIES AND U.S. TREASURIES INDEX ETF

November 30, 2013 (Unaudited)

The ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF (the “Fund”) seeks investment results that correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index (the “Index”). The Fund is a “fund of funds” as it principally invests its assets in the ETFs included in the Index (“Underlying ETFs”), instead of individual securities. The Underlying ETFs are also passively managed and seek investment results that correspond to their own indexes. The Underlying ETFs primarily invest in emerging markets equity securities and U.S. Treasury securities.

FUND PERFORMANCE as of November 30, 2013


		Since Inception*
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF - NAV		-14.82%
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF - Market Price^**		-15.63%
GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index^***		-14.11%
MSCI EM TR Net Index^****		-0.91%

Total Expense Ratio (per the current prospectus) 1.29%

Performance data quoted represent past performance. Past performance is no guarantee of future results so that shares, when redeemed may be worth more or less than their original cost. The investment return and principal value will fluctuate. Current performance may be higher or lower than the performance quoted. Call 1-866-759-5679 for current month end performance.

*	Fund inception date of 12/20/2012.

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

***	GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index holds ETFs whose underlying indexes track the equity markets of large emerging-markets countries and ETFs that track U.S. bond markets.

****	The MSCI EM (Emerging Markets) TR (Total Return) Net Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.

An investor cannot invest directly in an index.

TOP HOLDINGS (as a % of Total Net Assets) as of November 30, 2013


iShares^® FTSE^® China 25 Index Fund	31.52	%
iShares^® MSCI South Korea Capped ETF	30.06	%
Market Vectors^® Russia ETF	28.57	%
iShares^® Short Treasury Bond ETF	4.96	%
SPDR^® Barclays^® 1-3 Month Treasury Bill ETF	4.95	%
Top Ten Holdings	100.06	%

Holdings are subject to change.

GROWTH OF $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



www.alpsfunds.com		3

LOGO

PERFORMANCE OVERVIEW

ALPS | GS MOMENTUM BUILDER^® MULTI-ASSET INDEX ETF

November 30, 2013 (Unaudited)

The ALPS | GS Momentum Builder^® Multi-Asset Index ETF (the “Fund”) seeks investment results that closely correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Multi-Asset Index (the “Index”). The Fund is a fund of funds as it principally invests its assets in the ETFs included in the Index (“Underlying ETFs”), instead of individual securities. The Underlying ETFs are also passively managed and seek investment results that correspond to their own indexes (with the exception of one Underlying ETF which is actively managed). The Underlying ETFs invest across asset classes. The Underlying ETFs primarily invest in global equities, including emerging markets, as well as commodities, real estate and U.S. and international fixed income securities.

FUND PERFORMANCE as of November 30, 2013


		Since Inception*
ALPS \| GS Momentum Builder^®Multi-Asset Index ETF - NAV		6.25%
ALPS \| GS Momentum Builder^®Multi-Asset Index ETF - Market Price^**		4.87%
GS Momentum Builder^®Multi-Asset Index^***		7.05%
60% S&P 500^®Total Return Index and 40% Barclays US Aggregate Index		15.76%

Total Expense Ratio (per the current prospectus) 1.14%

*	Fund inception date of 12/20/2012.

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

***	GS Momentum Builder^® Multi-Asset Index holds ETFs spanning across United States, developed and emerging equity markets, commodities, real estate, as well as global fixed income markets.

S&P 500^® Total Return Index (SPXTR) is a domestic equity index consisting of 500 stocks representing approximately 75% of the total U.S. equity market focusing on the large-cap sector of the U.S. equities market.

Barclay’s US Aggregate Index is a benchmark index composed of US securities in Treasury, Government-Related, Corporate, and Securitized sectors.

An investor cannot invest directly in an index.

TOP HOLDINGS (as a % of Total Net Assets) as of November 30, 2013


iShares^®Russell 2000^®Index Fund	30.72	%
iShares^® Russell 1000^® Index Fund	30.13	%
iShares^® Short Treasury Bond ETF	19.17	%
SPDR^® Barclays^® 1-3 Month Treasury Bill ETF	19.16	%
iShares^®MSCI EAFE Index Fund	0.89	%
Top Holdings	100.07	%

Holdings are subject to change.

GROWTH OF $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



4		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

ALPS | GS MOMENTUM BUILDER^® ASIA EX-JAPAN EQUITIES AND U.S.

November 30, 2013 (Unaudited)

The ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF (the “Fund”) seeks investment results that correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index (the “Index”). The Fund is a fund of funds as it principally invests its assets in the ETFs included in the Index (“Underlying ETFs”), instead of individual securities. The Underlying ETFs are also passively managed and seek investment results that correspond to their own indexes. The Underlying ETFs invest primarily in securities of equity markets in Asia (excluding Japan) and U.S. Treasury securities.

FUND PERFORMANCE as of November 30, 2013


		Since Inception*
ALPS \| GS Momentum Builder^®Asia ex-Japan Equities and U.S. Treasuries Index ETF - NAV		-9.27%
ALPS \| GS Momentum Builder^®Asia ex-Japan Equities and U.S. Treasuries Index ETF - Market Price^**		-8.91%
GS Momentum Builder^®Asia Ex-Japan Equities and U.S. Treasuries Index^***		-8.41%
MSCI AC Asia Ex-Japan TR Net Index^****		4.43%

Total Expense Ratio (per the current prospectus) 1.22%

*	Fund inception date of 12/20/2012.

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

***	GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index holds ETFs that track the following equity markets in Asia: India, China, Thailand, Taiwan, Hong Kong, Indonesia, Singapore, Malaysia, South Korea and Australia as well as shares of ETFs who track U.S. fixed income markets.

****

The MSCI AC (All Country) Asia ex–Japan TR (Total Return) Net Index is a free float-adjusted market capitalization weight-ed index that is designed to measure the equity market performance of Asia, excluding Japan. The MSCI AC Asia ex Japan Index consists of the following 10 developed and emerging market country indices: China, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand.

An investor cannot invest directly in an index.

TOP HOLDINGS (as a % of Total Net Assets) as of November 30, 2013


iShares^® MSCI South Korea Capped ETF	30.21	%
iShares^® MSCI Taiwan ETF	29.78	%
iShares^® MSCI Malaysia ETF	29.51	%
iShares^® FTSE^® China 25 Index Fund	10.56	%
Top Holdings	100.06	%

Holdings are subject to change.

GROWTH OF $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



www.alpsfunds.com		5

LOGO

PERFORMANCE OVERVIEW

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

November 30, 2013 (Unaudited)

The ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF (the “Fund”) seeks investment results that correspond generally, before fees and expenses, to the performance of the GS Risk-Adjusted Return U.S. Large Cap Index (the “Index”). The Index includes U.S. securities within the Russell 1000^® Index.

FUND PERFORMANCE as of November 30, 2013


		Since Inception*
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF - NAV		23.95%
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF - Market Price^**		24.15%
GS Risk-Adjusted Return U.S. Large Cap Index^***		24.64%

Total Expense Ratio (per the current prospectus) 0.55%

*	Fund inception date of 12/20/2012.

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

***	Goldman Sachs Risk-Adjusted Return Index: designed to reflect the performance of a hypothetical portfolio of U.S. stocks that are anticipated to have the highest risk-adjusted returns based on a methodology developed by Goldman, Sachs & Co.

An investor cannot invest directly in an index.

TOP TEN HOLDINGS (as a % of Total Net Assets) as of November 30, 2013


Facebook, Inc., Class A	3.58	%
Cognizant Technology Solutions Corp., Class A	2.63	%
FedEx Corp.	2.58	%
DST Systems, Inc.	2.38	%
Whiting Petroleum Corp.	2.35	%
Medivation, Inc.	2.35	%
Cytec Industries, Inc.	2.33	%
Teleflex, Inc.	2.31	%
IDEXX Laboratories, Inc.	2.28	%
Carpenter Technology Corp.	2.26	%
Top Ten Holdings	25.05	%

Holdings are subject to change.

GROWTH OF $10,000 as of November 30, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



6		Annual Report \| November 30, 2013

DISCLOSURE OF FUND EXPENSES

November 30, 2013 (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. The example is based on an investment of $1,000 invested at the beginning of the (six month) period and held through November 30, 2013.

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 of the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

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 of the 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 6/1/13		Ending Account Value 11/30/13		Expense Ratio^(a)			Expense Paid During Period 6/1/13 - 11/30/13^(b)
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF
Actual	$	1,000.00	$	908.40		0.68	%	$	3.25
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.66		0.68	%	$	3.45
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF
Actual	$	1,000.00	$	1,068.30		0.68	%	$	3.53
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.66		0.68	%	$	3.45
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF
Actual	$	1,000.00	$	945.90		0.68	%	$	3.32
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.66		0.68	%	$	3.45
ALPS \| GS Risk-Adjusted Return U.S Large Cap Index ETF
Actual	$	1,000.00	$	1,076.70		0.55	%	$	2.86
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.31		0.55	%	$	2.79

^(a)	Annualized, based on the Fund’s most recent fiscal half-year expenses.

^(b)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), divided by 365.



www.alpsfunds.com		7

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF, ALPS | GS Momentum Builder^® Multi-Asset Index ETF, ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF, and ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF, four of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statements of operations, changes in net assets, and the financial highlights for the period December 20, 2012 (Commencement of Operations) to November 30, 2013. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF, ALPS | GS Momentum Builder^® Multi-Asset Index ETF, ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF, and ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF of the ALPS ETF Trust as of November 30, 2013, the results of their operations, the changes in their net assets, and the financials highlights for the period December 20, 2013 (Commencement of Operations) to November 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014



8		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® GROWTH MARKETS EQUITIES AND U.S. TREASURIES INDEX ETF

November 30, 2013


Security Description	Shares		Value
EXCHANGE TRADED FUNDS (100.06%)
*Debt Funds (9.91%)*
iShares^® Short Treasury Bond ETF		951	$	104,838
SPDR^® Barclays^® 1-3 Month Treasury Bill ETF⁽¹⁾		2,289		104,768

*Total Debt Funds*				209,606


*Equity Funds (90.15%)*
iShares^® FTSE^® China 25 Index Fund		16,614		666,720
iShares^® MSCI South Korea Capped ETF		9,777		635,798
Market Vectors^® Russia ETF		21,427		604,241

*Total Equity Funds*				1,906,759


TOTAL EXCHANGE TRADED FUNDS
(Cost $ 2,062,492)				2,116,365


TOTAL INVESTMENTS (100.06%)
(Cost $ 2,062,492)			$	2,116,365

NET LIABILITIES LESS OTHER ASSETS (-0.06%)				(1,305	)


NET ASSETS (100.00%)			$	2,115,060

⁽¹⁾

Non-income producing security.

Common Abbreviations:

ETF - Exchange Traded Fund.

FTSE - Financial Times and the London Stock Exchange.

MSCI - Morgan Stanley Capital International.

SPDR - Standard & Poor’s Depositary Receipt.

See Notes to Financial Statements.



www.alpsfunds.com		9

LOGO

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® MULTI-ASSET INDEX ETF

November 30, 2013


Security Description	Shares		Value
EXCHANGE TRADED FUNDS (100.07%)
*Debt Funds (38.32%)*
iShares^® Short Treasury Bond ETF		4,574	$	504,238
SPDR^® Barclays^® 1-3 Month Treasury Bill ETF⁽¹⁾		11,013		504,065

*Total Debt Funds*				1,008,303


*Equity Funds (61.75%)*
iShares^® MSCI EAFE Index Fund		354		23,449
iShares^® Russell 1000^® Index Fund		7,852		792,659
iShares^® Russell 2000^® Index Fund		7,121		808,305

*Total Equity Funds*				1,624,413


TOTAL EXCHANGE TRADED FUNDS
(Cost $ 2,479,036)				2,632,716


TOTAL INVESTMENTS (100.07%)
(Cost $ 2,479,036)			$	2,632,716

NET LIABILITIES LESS OTHER ASSETS (-0.07%)				(1,776	)


NET ASSETS (100.00%)			$	2,630,940

⁽¹⁾

Non-income producing security.

Common Abbreviations:

EAFE - Europe, Australia, and Far East.

ETF - Exchange Traded Fund.

MSCI - Morgan Stanley Capital International.

SPDR - Standard & Poor’s Depositary Receipt.

See Notes to Financial Statements.



10		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® ASIA EX-JAPAN EQUITIES AND U.S. TREASURIES INDEX ETF

November 30, 2013


Security Description	Shares		Value
EXCHANGE TRADED FUNDS (100.06%)
*Equity Funds (100.06%)*
iShares^® FTSE^® China 25 Index Fund		5,925	$	237,770
iShares^® MSCI Malaysia ETF		42,197		664,603
iShares^® MSCI South Korea Capped ETF		10,461		680,279
iShares^® MSCI Taiwan ETF		46,645		670,755

TOTAL EXCHANGE TRADED FUNDS
(Cost $ 2,185,436)				2,253,407


TOTAL INVESTMENTS (100.06%)
(Cost $ 2,185,436)			$	2,253,407

NET LIABILITIES LESS OTHER ASSETS (-0.06%)				(1,416	)


NET ASSETS (100.00%)			$	2,251,991

Common Abbreviations:

ETF - Exchange Traded Fund.

FTSE - Financial Times and the London Stock Exchange.

MSCI - Morgan Stanley Capital International.

See Notes to Financial Statements.



www.alpsfunds.com		11

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SCHEDULE OF INVESTMENTS

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (99.72%)
*Basic Materials (8.84%)*
Carpenter Technology Corp.		1,154	$	69,575
Cytec Industries, Inc.		801		71,673
Newmont Mining Corp.		1,629		40,448
Royal Gold, Inc.		1,006		45,360
Southern Copper Corp.		1,787		44,854

*Total Basic Materials*				271,910


*Communications (2.05%)*
SBA Communications Corp., Class A⁽¹⁾		742		63,196

*Total Communications*				63,196


*Consumer Discretionary (12.54%)*
Comcast Corp., Class A		1,386		69,120
Expedia, Inc.		974		62,034
Foot Locker, Inc.		1,648		64,091
Liberty Interactive Corp., Class A⁽¹⁾		2,432		68,291
Liberty Media Corp., Class A⁽¹⁾		446		68,443
Madison Square Garden Co., Class A⁽¹⁾		949		53,486

*Total Consumer Discretionary*				385,465


*Consumer Staples (11.54%)*
Bunge, Ltd.		802		64,256
Church & Dwight Co., Inc.		929		60,617
Coca-Cola Co.		1,385		55,663
ConAgra Foods, Inc.		1,694		55,885
PepsiCo, Inc.		696		58,785
Wal-Mart Stores, Inc.		738		59,785

*Total Consumer Staples*				354,991


*Energy (9.76%)*
Cobalt International Energy, Inc.⁽¹⁾		2,137		47,506
Newfield Exploration Co.⁽¹⁾		2,333		65,557
Peabody Energy Corp.		2,880		52,416
QEP Resources, Inc.		1,952		62,503
Whiting Petroleum Corp.⁽¹⁾		1,196		72,238

*Total Energy*				300,220


*Financial (8.74%)*
American Campus Communities, Inc.		1,359		44,072
American Tower Corp.		726		56,461
Digital Realty Trust, Inc.		970		45,823
Jones Lang LaSalle, Inc.		615		60,098
Validus Holdings, Ltd.		1,559		62,438

*Total Financial*				268,892


*Health Care (11.13%)*
Ariad Pharmaceuticals, Inc.⁽¹⁾		3,178		15,413
Catamaran Corp.⁽¹⁾		1,160		52,931
Hologic, Inc.⁽¹⁾		2,709		60,655
IDEXX Laboratories, Inc.⁽¹⁾		673		70,100
Medivation, Inc.⁽¹⁾		1,146		72,209
Teleflex, Inc.		724		71,176

*Total Health Care*				342,484



12		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

November 30, 2013


Security Description			Shares		Value
*Industrial (11.55%)*
ADT Corp.				1,368	$	55,486
FedEx Corp.				573		79,475
Iron Mountain, Inc.				1,608		45,217
Joy Global, Inc.				1,040		58,822
Quanta Services, Inc.⁽¹⁾				1,982		58,687
Republic Services, Inc.				1,648		57,532

*Total Industrial*						355,219


*Technology (12.26%)*
Cognizant Technology Solutions Corp., Class A⁽¹⁾				861		80,840
Crown Castle International Corp.⁽¹⁾				788		58,493
DST Systems, Inc.				829		73,201
EMC Corp.				2,277		54,306
Facebook, Inc., Class A⁽¹⁾				2,341		110,050

*Total Technology*						376,890


*Utilities (11.31%)*
Alliant Energy Corp.				1,150		59,225
Calpine Corp.⁽¹⁾				2,761		52,211
Duke Energy Corp.				840		58,766
Edison International				1,231		56,885
NextEra Energy, Inc.				738		62,427
NRG Energy, Inc.				2,206		58,371

*Total Utilities*						347,885


TOTAL COMMON STOCKS
(Cost $2,901,877)						3,067,152


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.18%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%⁽²⁾		5,656		5,656

TOTAL SHORT TERM INVESTMENTS
(Cost $5,656)						5,656


TOTAL INVESTMENTS (99.90%)
(Cost $2,907,533)					$	3,072,808

NET OTHER ASSETS AND LIABILITIES (0.10%)						3,063


NET ASSETS (100.00%)					$	3,075,871

⁽¹⁾

Non-income producing security.

⁽²⁾

Less than 0.0005%.

Common Abbreviations:

Ltd. - Limited.

See Notes to Financial Statements.



www.alpsfunds.com		13


		STATEMENTS OF ASSETS & LIABILITIES
		November 30, 2013


	ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF			ALPS \| GS Momentum Builder^® Multi-Asset Index ETF			ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF			ALPS \| GS Risk- Adjusted Return U.S Large Cap Index ETF
ASSETS:
Investments, at value	$	2,116,365		$	2,632,716		$	2,253,407		$	3,072,808
Cash		–			–			–			976
Dividends receivable		–			–			–			6,132
Total Assets		2,116,365			2,632,716			2,253,407			3,079,916

LIABILITIES:
Payable for investments purchased		–			–			–			976
Payable to adviser		1,160			1,452			1,234			3,069
Payable to custodian for overdraft		145			324			182			–
Total Liabilities		1,305			1,776			1,416			4,045
NET ASSETS	$	2,115,060		$	2,630,940		$	2,251,991		$	3,075,871


NET ASSETS CONSIST OF:
Paid-in capital	$	4,167,540		$	2,989,740		$	3,490,740		$	3,096,003
Accumulated net investment income		–			15,300			–			11,579
Accumulated net realized loss on investments		(2,106,353	)		(527,780	)		(1,306,720	)		(196,986	)
Net unrealized appreciation on investments		53,873			153,680			67,971			165,275
NET ASSETS	$	2,115,060		$	2,630,940		$	2,251,991		$	3,075,871


INVESTMENTS, AT COST	$	2,062,492		$	2,479,036		$	2,185,436		$	2,907,533

PRICING OF SHARES
Net Assets	$	2,115,060		$	2,630,940		$	2,251,991		$	3,075,871
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		100,002			100,002			100,002			100,002
Net Asset Value, offering and redemption price per share	$	21.15		$	26.31		$	22.52		$	30.76

See Notes to Financial Statements.



14		Annual Report \| November 30, 2013

STATEMENTS OF OPERATIONS

For the Period December 20, 2012 (Commencement of Operations)

to November 30, 2013


	ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF			ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF			ALPS \| GS Risk- Adjusted Return U.S Large Cap Index ETF
INVESTMENT INCOME:
Dividends	$	100,724		$	193,252	$	110,005		$	147,800
Total Investment Income		100,724			193,252		110,005			147,800

EXPENSES:
Investment adviser fees		51,215			67,420		53,947			53,131
Total Expenses		51,215			67,420		53,947			53,131
NET INVESTMENT INCOME		49,509			125,832		56,058			94,669

REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized gain/(loss) on investments		(1,901,744	)		208,751		(1,247,698	)		1,836,342
Net change in unrealized appreciation on investments		53,873			153,680		67,971			165,275
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS		(1,847,871	)		362,431		(1,179,727	)		2,001,617
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,798,362	)	$	488,263	$	(1,123,669	)	$	2,096,286

See Notes to Financial Statements.



www.alpsfunds.com		15


		STATEMENTS OF CHANGES IN NET ASSETS
		For the Period December 20, 2012 (Commencement of Operations) to November 30, 2013


	ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF			ALPS \| GS Momentum Builder^® Multi-Asset Index ETF			ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF			ALPS \| GS Risk- Adjusted Return U.S Large Cap Index ETF
OPERATIONS:
Net investment income	$	49,509		$	125,832		$	56,058		$	94,669
Net realized gain/(loss) on investments		(1,901,744	)		208,751			(1,247,698	)		1,836,342
Net change in unrealized appreciation on investments		53,873			153,680			67,971			165,275
Net increase/(decrease) in net assets resulting from operations		(1,798,362	)		488,263			(1,123,669	)		2,096,286

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(49,509	)		(110,532	)		(56,058	)		(83,090	)
From tax return of capital		(6,701	)		–			(7,079	)		–
Total distributions		(56,210	)		(110,532	)		(63,137	)		(83,090	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		14,164,135			24,137,173			12,845,596			18,947,897
Cost of shares redeemed		(10,194,503	)		(21,883,964	)		(9,406,799	)		(17,885,222	)
Net Increase from share transactions		3,969,632			2,253,209			3,438,797			1,062,675
Net Increase in net assets		2,115,060			2,630,940			2,251,991			3,075,871

NET ASSETS:
Beginning of period		–			–			–			–
End of period*	$	2,115,060		$	2,630,940		$	2,251,991		$	3,075,871


*Including accumulated net investment income/(loss) of:	$	–		$	15,300		$	–		$	11,579

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		–			–			–			–
Shares sold		550,002			950,002			500,002			700,002
Shares redeemed		(450,000	)		(850,000	)		(400,000	)		(600,000	)
Shares outstanding, end of period		100,002			100,002			100,002			100,002

See Notes to Financial Statements.



16		Annual Report \| November 30, 2013

FINANCIAL HIGHLIGHTS

For the Period December 20, 2012 (Commencement of Operations)

to November 30, 2013


	ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF			ALPS \| GS Momentum Builder^® Multi-Asset Index ETF			ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF			ALPS \| GS Risk- Adjusted Return U.S Large Cap Index ETF
NET ASSET VALUE, BEGINNING OF PERIOD	$	25.00		$	25.00		$	25.00		$	25.00

INCOME/(LOSS) FROM OPERATIONS:
Net investment income^(a)		0.14			0.30			0.16			0.26
Net realized and unrealized gain/(loss)		(3.85	)		1.25			(2.48	)		5.71
Total from investment operations		(3.71	)		1.55			(2.32	)		5.97

DISTRIBUTIONS:
From net investment income		(0.12	)		(0.24	)		(0.14	)		(0.21	)
From tax return of capital		(0.02	)		–			(0.02	)		–
Total distributions		(0.14	)		(0.24	)		(0.16	)		(0.21	)
Net increase/(decrease) in net asset value		(3.85	)		1.31			(2.48	)		5.76
Net asset value, end of period	$	21.15		$	26.31		$	22.52		$	30.76
TOTAL RETURN^(b)		(14.82	)%		6.25	%		(9.27	)%		23.95	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)	$	2,115		$	2,631		$	2,252		$	3,076

RATIOS TO AVERAGE NET ASSETS:
Expenses		0.68	%^(c)		0.68	%^(c)		0.68	%^(c)		0.55	%^(c)
Net investment income		0.65	%^(c)		1.27	%^(c)		0.70	%^(c)		0.98	%^(c)
PORTFOLIO TURNOVER RATE^(d)		356	%		271	%		403	%		12	%

^(a)	Based on average shares outstanding during the period.

^(b)

^(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.



www.alpsfunds.com		17


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2013, the Trust consists of nineteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF, ALPS | GS Momentum Builder^® Multi-Asset Index ETF, ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF and ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF (each a “Fund” and collectively, the “Funds”). The Funds commenced operations on December 20, 2012.

The investment objective of the ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF is to seek investment results that correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index.

The investment objective of the ALPS | GS Momentum Builder^® Multi-Asset Index ETF is to seek investment results that closely correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Multi-Asset Index.

The investment objective of the ALPS | GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF is to seek investment results that correspond generally, before fees and expenses, to the performance of the GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index.

The investment objective of the ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF is to seek investment results that correspond generally, before fees and expenses, to the performance of the GS Risk-Adjusted Return U.S. Large Cap Index.

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

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

Each Fund’s NAV is determined daily, as of the close of the NYSE, usually 4:00 p.m. Eastern time, each day the NYSE is open for trading. The NAV is computed by dividing the value of the Fund’s portfolio securities, cash and other assets (including accrued interest), less all liabilities (including accrued expenses), by the total number of shares outstanding.

Portfolio securities listed on any exchange other than the National Association of Securities Dealer Automated Quotation (“NASDAQ”) exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. 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.



18		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; or a security whose price, as provided by the pricing service, does not reflect the security’s “fair value” due to the security being de-listed from a national exchange or the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open. As a general principle, the current “fair value” of a security would be the amount which the owner might reasonably expect to receive from the closing sale prices on the applicable exchange and fair value prices may not reflect the actual value of a security. A variety of factors may be considered in determining the fair value of such securities.

B. Securities Transactions and Investment Income

C. Exchange-Traded Funds (“ETFs”)

The Funds, except the ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF, primarily invest their assets in the ETFs included in the applicable fund underlying index (the “Underlying ETFs”). When a Fund invests in Underlying ETFs, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the Underlying ETFs’ expenses (including operating costs and management fees). Consequently, an investment in a Fund entails more direct and indirect expenses than a direct investment in the Underlying ETF. The investment performance of the Funds is directly related to the investment performance of the Underlying ETFs in which they invest, and therefore, the Funds are also exposed to the risks arising from the Underlying ETFs’ investments.

D. Concentration

To the extent that the Funds’ or the Index’s portfolio is concentrated in the securities of companies in a particular market (including the market of a particular country or geographic region), industry, group of industries, sector or asset class, the Funds may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

E. Foreign Investment Risk

An Underlying ETF’s investments in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers, including, among others, greater market volatility, the availability of less reliable financial information, higher transactional costs, taxation by foreign governments, decreased market liquidity and political instability. Foreign issuers often are subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are issuers of U.S. securities and, therefore, not all material information regarding these issuers will be available. Securities exchanges or foreign governments may adopt rules or regulations that may negatively impact the Underlying ETF’s ability to invest in foreign securities or may prevent the Underlying ETF from repatriating its investments. A Fund’s return and net asset value may be significantly affected by political or economic conditions and regulatory requirements in a particular country.

F. Emerging Market Securities Risk

An Underlying ETF’s investments in the securities of issuers in emerging market countries involve risks often not associated with investments in the securities of issuers in developed countries. Emerging markets usually are subject to greater market volatility, lower trading volume, political and economic instability, uncertainty regarding the existence of trading markets and more governmental limitations on foreign investment than more developed markets. In addition, securities in emerging markets may be subject to greater price fluctuations than securities in more developed markets. A Fund’s return and net asset value may be significantly affected by political or economic conditions and regulatory requirements in a particular country.

G. Dividends and Distributions to Shareholders

Dividends from net investment income, if any, are distributed to shareholders quarterly. Net capital gains are distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended.

H. Federal Tax and Tax Basis Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP . Reclassifications are made to each 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.



www.alpsfunds.com		19


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

For the period ended November 30, 2013, permanent book and tax differences resulting primarily from in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:


	Undistributed Net Investment Income		Accumulated Net Realized Loss			Paid-in Capital
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF	$	–	$	(204,609	)	$	204,609
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		–		(736,531	)		736,531
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		–		(59,022	)		59,022
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		–		(2,033,328	)		2,033,328

At November 30, 2013, the Funds had available for tax purposes unused capital loss carryforwards as follows:


	Short Term		Long Term
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF	$	2,106,353	$	–
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		527,779		–
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		1,221,717		–
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		191,357		–

The tax character of the distributions paid for the period ended November 30, 2013, was as follows:


	Ordinary Income		Return of Capital		Total
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF	$	49,509	$	6,701	$	56,210
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		110,532		–		110,532
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		56,058		7,079		63,137
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		83,090		–		83,090



20		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

As of November 30, 2013, the components of distributable earnings on a tax basis were as follows:


	Ordinary Income		Accumulated Capital Losses			Net Unrealized Appreciation/ (Depreciation) on Investments			Total
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF	$	–	$	(2,106,353	)	$	53,873		$	(2,052,480	)
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		15,300		(527,779	)		153,679			(358,800	)
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		–		(1,221,717	)		(17,032	)		(1,238,749	)
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		11,579		(191,357	)		159,646			(20,132	)

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


	Cost of investments for income tax purposes		Gross Appreciation (excess of value over tax cost)		Gross Depreciation (excess of tax cost over value)			Net Unrealized Appreciation/ (Depreciation)
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF	$	2,062,492	$	67,450	$	(13,577	)	$	53,873
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		2,479,037		154,287		(608	)		153,679
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		2,270,439		–		(17,032	)		(17,032	)
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		2,913,162		378,102		(218,456	)		159,646

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

I. Income Taxes

Each Fund evaluates tax positions taken (or expected to be taken) in the course of preparing each Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. As of and during the period ended November 30, 2013, each Fund did not have a liability for any unrecognized tax benefits. Each Fund files U.S. federal, state, and local tax returns as required. Each Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Funds commenced operations on December 20, 2012, no tax returns have been filed as of the date of this report.

J. Fair Value Measurements



www.alpsfunds.com		21


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

Valuation techniques used to value the Funds’ investments by major category are as follows:

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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

The following is a summary of the inputs used to value each Fund’s investments at November 30, 2013:

ALPS | GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs			Level 3 - Significant Unobservable Inputs		Total
Exchange Traded Funds	$	2,116,365	$	–	$		–	$	2,116,365
TOTAL	$	2,116,365	$	–	$		–	$	2,116,365

ALPS | GS Momentum Builder^® Multi-Asset Index ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs			Level 3 - Significant Unobservable Inputs		Total
Exchange Traded Funds	$	2,632,716	$	–	$		–	$	2,632,716
TOTAL	$	2,632,716	$	–	$		–	$	2,632,716

ALPS | GS Asia EX-Japan Equities and U.S. Treasuries Index ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs			Level 3 - Significant Unobservable Inputs		Total
Exchange Traded Funds	$	2,253,407	$	–	$		–	$	2,253,407
TOTAL	$	2,253,407	$	–	$		–	$	2,253,407

ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs			Level 3 - Significant Unobservable Inputs		Total
Common Stocks^*	$	3,067,152	$	–	$		–	$	3,067,152
Short Term Investments		5,656		–			–		5,656
TOTAL	$	3,072,808	$	–	$		–	$	3,072,808

*	For detailed Industry descriptions, see the accompanying Statement of Investments.



22		Annual Report \| November 30, 2013


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

Each Fund recognizes transfers between levels as of the end of the period. For the period ended November 30, 2013, the Funds did not have any transfers between Level 1 and Level 2 securities. The Funds did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

ALPS Advisors, Inc. (the “Investment Adviser”) acts as the Funds’ investment adviser pursuant to an advisory agreement with the Trust on behalf of each Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, each Fund pays the Investment Adviser a unitary fee for the services and facilities it provides, accrued on average daily net assets and payable on a monthly basis at the annual rates listed below:


Fund		Advisory Fee
ALPS \| GS Momentum Builder^®Growth Markets Equities and U.S. Treasuries Index ETF		0.68%
ALPS \| GS Momentum Builder^®Multi-Asset Index ETF		0.68%
ALPS \| GS Momentum Builder^®Asia ex-Japan Equities and U.S. Treasuries Index ETF		0.68%
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		0.55%

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

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

4. PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:


Fund	Purchases		Sales
ALPS \| GS Momentum Builder^®Growth Markets Equities and U.S. Treasuries Index ETF	$	29,606,560	$	26,442,033
ALPS \| GS Momentum Builder^®Multi-Asset Index ETF		35,110,834		26,159,337
ALPS \| GS Momentum Builder^®Asia ex-Japan Equities and U.S. Treasuries Index ETF		33,615,487		31,508,179
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		9,393,402		1,214,659

For the period ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Fund	Purchases		Sales
ALPS \| GS Momentum Builder^®Growth Markets Equities and U.S. Treasuries Index ETF	$	10,249,646	$	9,449,936
ALPS \| GS Momentum Builder^®Multi-Asset Index ETF		12,625,716		19,306,142
ALPS \| GS Momentum Builder^®Asia ex-Japan Equities and U.S. Treasuries Index ETF		10,212,836		8,887,010
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		10,305,983		17,416,285

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



www.alpsfunds.com		23

LOGO

NOTES TO FINANCIAL

STATEMENTS

November 30, 2013

5. CAPITAL SHARE TRANSACTIONS

6. INDEMNIFICATIONS

7. NEW ACCOUNTING PRONOUNCEMENTS

In June 2013, the FASB issued ASU No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether it is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Funds are currently reviewing the requirements and believe the adoption of this ASU will not have a material impact on its financial statements.



24		Annual Report \| November 30, 2013

ADDITIONAL INFORMATION

November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

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

PORTFOLIO HOLDINGS



www.alpsfunds.com		25


		TRUSTEES & OFFICERS
		November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); and Reaves Utility Income Fund.
Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 – present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 – present; Advisor, Pauls Corporation (real estate investment management and development), 2008 – present; Chairman, Ross Consulting Group (real estate consulting services) 1983 – 2013; Advisory Board, Neenan Company (construction services) 2002 – present; Board Member, Urban Land Conservancy (a not- for-profit organization), 2004 – present; Director, National Western Stock Show (not-for-profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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



26		Annual Report \| November 30, 2013

TRUSTEES & OFFICERS

November 30, 2013 (Unaudited)

INTERESTED TRUSTEE

Name, Address

and Year of Birth

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, 1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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.



www.alpsfunds.com		27


		TRUSTEES & OFFICERS
		November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005 – 2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

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

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



28		Annual Report \| November 30, 2013

LOGO

TABLE OF CONTENTS



	Page

PERFORMANCE OVERVIEW		2
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF
VelocityShares Tail Risk Hedged Large Cap ETF
VelocityShares Volatility Hedged Large Cap ETF

DISCLOSURE OF FUND EXPENSES		12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		13

SCHEDULE OF INVESTMENTS		14
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF
VelocityShares Tail Risk Hedged Large Cap ETF
VelocityShares Volatility Hedged Large Cap ETF

STATEMENTS OF ASSETS & LIABILITIES		26

STATEMENTS OF OPERATIONS		27

STATEMENTS OF CHANGES IN NET ASSETS		28

FINANCIAL HIGHLIGHTS		29
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF
VelocityShares Tail Risk Hedged Large Cap ETF
VelocityShares Volatility Hedged Large Cap ETF

NOTES TO FINANCIAL STATEMENTS		30

ADDITIONAL INFORMATION		40

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT		41

TRUSTEES & OFFICERS		43



www.velocitysharesetfs.com		1


		PERFORMANCE OVERVIEW
		VelocityShares Emerging Markets DR ETF
		November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The VelocityShares Emerging Markets DR ETF (“Exchange Traded Fund”) seeks to provide investment results that correspond generally, before fees and expenses, to the performance of the BNY Mellon Emerging Markets DR Index (the “Underlying Index”). The ETF normally invests at least 90% of its total assets in depositary receipts (DR) that constitute its Underlying Index.

PERFORMANCE OVERVIEW

The VelocityShares Emerging Market DR ETF (EMDR) listed on the NASDAQ on April 8, 2013. For the period ended November 30, 2013 the Fund produced a total return of -1.92% on a market price basis and 4.05% on net asset value (NAV) basis. During the same period the Fund’s Underlying Index returned, net of fees, 4.66%. During the period the Fund fully replicated the components of the Underlying Index, and therefore the difference in the Fund’s NAV return and the Underlying Index’s net of fees return is primarily attributable to operating expenses, and transaction costs.

The best performing stocks for the period were Baidu, Inc. (Sponsored ADR) which increased 98.13%; China Life Insurance Co. Ltd. (Sponsored ADR) which increased 27.99%; and America Movil SAB de CV (Sponsored ADR) which increased 13.04%. The worst performing stocks were Tuerkiye Garanti Bankasi A.S. (Sponsored ADR) which decreased 36.95%; Banco Brandesco S.A. (Sponsored ADR) which decreased 20.35%; and Fomento Economico Mexicano, S.A.B. de C.V. (Sponsored ADR) which decreased 18.85%.


TOP 10 HOLDINGS^{^} (% of Investments) as of 11.30.13
Samsung Electronics Co. Ltd., GDR			11.92%
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR			4.04%
China Mobile Ltd., Sponsored ADR			3.50%
Gazprom OAO, Sponsored ADR			3.16%
America Movil SAB de CV, Series L, ADR			3.09%
Baidu, Inc., Sponsored ADR			2.78%
Itau Unibanco Holding SA, ADR			2.18%
AMBEV SA, ADR			2.13%
Petroleo Brasileiro SA, Series A, Sponsored ADR			2.09%
Sberbank of Russia, Sponsored ADR			2.08%
Total % of Top 10 Holdings			36.97%

^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the VelocityShares Emerging Markets DR ETF.

LOGO


COUNTRY ALLOCATION^{^} (% of Investments) as of 11.30.13
Brazil	18.10	%
South Korea	17.87	%
China	17.52	%
Russia	14.88	%
Taiwan	8.44	%
Mexico	6.93	%
India	6.93	%
South Africa	2.19	%
Chile	2.03	%
Colombia	0.89	%
Turkey	0.80	%
United States	0.72	%
Argentina	0.69	%
Indonesia	0.50	%
Phillipines	0.33	%
Nigeria	0.32	%
Egypt	0.32	%
Peru	0.28	%
Lebanon	0.11	%
Kazakhstan	0.11	%
Ukraine	0.04	%

^ Future allocations are subject to change.



2		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

VelocityShares Emerging Markets DR ETF

November 30, 2013 (Unaudited)


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
		Since Inception*
VelocityShares Emerging Markets DR ETF - NAV		4.05%
VelocityShares Emerging Markets DR ETF - Market Price**		-1.92%
BNYM Emerging Market DR TR Index		4.66%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 8, 2013. Total return for a period of less than one year is not annualized.

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

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

BNY Mellon Emerging Markets DR Index: is a capitalization-weighted Index that is designed to reflect the performance of a portfolio of emerging market-based US listed ADRs and LSE-traded GDRs that satisfy the Index’s coverage requirements. An investor cannot directly invest in an index.

“VelocityShares” and the VelocityShares logo are trademarks of VelocityShares Index & Calculation Services, a division of VelocityShares, LLC.



www.velocitysharesetfs.com		3


		PERFORMANCE OVERVIEW
		VelocityShares Russia Select DR ETF
		November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The VelocityShares Russia Select DR ETF (“Exchange Traded Fund”) seeks to provide investment results that correspond generally, before fees and expenses, to the performance of the BNY Mellon Russia Select DR Index (the “Underlying Index”). The ETF normally invests at least 90% of its total assets in depository receipts (DR) that constitute its Underlying Index.

PERFORMANCE OVERVIEW

The VelocityShares Russia Emerging Market DR ETF (RUDR) listed on the NASDAQ on April 8, 2013. For the period ended November 30, 2013 the Fund produced a total return of -7.70% on a market price basis and 5.54% on net asset value (NAV) basis. During the same period the Fund’s Underlying Index returned, net of fees, 5.90%. During the period the Fund fully replicated the components of the Underlying Index, and therefore the difference in the Fund’s NAV return and the Underlying Index’s net of fees return is primarily attributable to operating expenses, and transaction costs.

The best performing stocks for the period were Mail.ru Group Ltd. (Sponsored GDR) which increased 60.27%; Sistema JSFC (Sponsored GDR) which increased 48.27%; and Magnit JSC (Sponsored GDR) which increased 37.43%. The worst performing stocks were Mechel OAO (Sponsored ADR) which decreased 51.39%; Pharmstandard OJSC (Sponsored GDR) which decreased 38.52%; and Surgutneftegas OJSC (Sponsored ADR) which decreased 13.03%.


Top 10 Holdings^{^} (% of Investments) as of 11.30.13
Gazprom OAO, Sponsored ADR			21.06%
Sberbank of Russia, Sponsored ADR			13.87%
Magnit OJSC, Sponsored GDR			6.01%
Mobile Telesystems OJSC, Sponsored ADR			4.12%
Tatneft OAO, Sponsored ADR			3.87%
Lukoil OAO, Sponsored ADR			3.86%
Uralkali OJSC, Sponsored GDR			3.78%
VTB Bank OJSC, GDR			3.77%
Rosneft OAO, GDR			3.61%
Surgutneftegas OAO, Sponsored ADR			3.54%
Total % of Top 10 Holdings			67.49%
^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the VelocityShares Russia Select DR ETF.

LOGO


COUNTRY ALLOCATION^{^} (% of Investments) as of 11.30.13
Russia			97.21%
United States			1.49%
Cyprus			1.30%
^ Future allocations are subject to change.



4		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

VelocityShares Russia Select DR ETF

November 30, 2013 (Unaudited)


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
		Since Inception*
VelocityShares Russia Select DR ETF - NAV		5.54%
VelocityShares Russia Select DR ETF - Market Price**		-7.70%
BNYM Russia Select DR TR Index		5.90%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 8, 2013. Total return for a period of less than one year is not annualized.

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

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

BNY Mellon Russia Select DR Index: is a capitalization-weighted Index that is designed to reflect the performance of a portfolio of Russian-based US listed ADRs and LSE-traded GDRs that satisfy the Index’s coverage requirements. An investor cannot directly invest in an index.

“VelocityShares” and the VelocityShares logo are trademarks of VelocityShares Index & Calculation Services, a division of VelocityShares, LLC.



www.velocitysharesetfs.com		5


		PERFORMANCE OVERVIEW
		VelocityShares Emerging Asia DR ETF
		November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The VelocityShares Emerging Asia DR ETF (“Exchange Traded Fund”) seeks to provide investment results that correspond generally, before fees and expenses, to the performance of the BNY Mellon Emerging Asia DR Index (the “Underlying Index”). The ETF normally invests at least 90% of its total assets in depository receipts (DR) that constitute its Underlying Index.

PERFORMANCE OVERVIEW

The VelocityShares Emerging Asia DR ETF (ASDR) listed on the NASDAQ on April 8, 2013. For the period ended November 30, 2013 the Fund produced a total return of 12.98% on a market price basis and 14.01% on net asset value (NAV) basis. During the same period the Fund’s Underlying Index returned, net of fees, 13.72%. During the period the Fund fully replicated the components of the Underlying Index, and therefore the difference in the Fund’s NAV return and the Underlying Index’s net of fees return is primarily attributable to operating expenses, and transaction costs.

The best performing stocks for the period were Baidu, Inc. (Sponsored ADR) which increased 98.13%; China Life Insurance Co. Ltd. (Sponsored ADR) which increased 27.99%; and CNOOC Ltd. (Sponsored ADR) which increased 10.99%. The worst performing stocks were State Bank of India (Sponsored GDR) which decreased 22.87%; PT Telekomunikasi Indonesia Persero Tbk which decreased 15.71%; and Axis Bank Ltd. (Sponsored GDR) which decreased 12.53%.


TOP 10 HOLDINGS^{^} (% of Investments) as of 11.30.13
Samsung Electronics Co. Ltd., GDR			23.03%
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR			7.80%
China Mobile Ltd., Sponsored ADR			6.78%
Baidu, Inc., Sponsored ADR			5.39%
CNOOC Ltd., ADR			3.93%
Hon Hai Precision Industry Co. Ltd., GDR			3.50%
Infosys Ltd., Sponsored ADR			3.11%
PetroChina Co. Ltd., ADR			3.00%
POSCO, ADR			2.88%
China Life Insurance Co. Ltd., ADR			2.86%
Total % of Top 10 Holdings			62.28%
^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the VelocityShares Emerging Asia DR ETF.

LOGO


COUNTRY ALLOCATION^{^} (% of Investments) as of 11.30.13
South Korea			34.58%
China			34.02%
Taiwan			16.33%
India			13.42%
Indonesia			0.97%
Phillipines			0.64%
United States			0.04%

^ Future allocations are subject to change.



6		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

VelocityShares Emerging Asia DR ETF

November 30, 2013 (Unaudited)


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
		Since Inception*
VelocityShares Emerging Asia DR ETF - NAV		14.01%
VelocityShares Emerging Asia DR ETF - Market Price**		12.98%
BNYM Emerging Market Asia DR TR		13.72%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 8, 2013. Total return for a period of less than one year is not annualized.

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

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

BNY Mellon Emerging Asia DR Index: is a capitalization-weighted Index that is designed to reflect the performance of a portfolio of emerging Asia-based US listed ADRs and LSE-traded GDRs that satisfy the Index’s coverage requirements. An investor cannot directly invest in an index.

“VelocityShares” and the VelocityShares logo are trademarks of VelocityShares Index & Calculation Services, a division of VelocityShares, LLC.



www.velocitysharesetfs.com		7


		PERFORMANCE OVERVIEW
		VelocityShares Tail Risk Hedged Large Cap ETF November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The VelocityShares Tail Risk Hedged Large Cap ETF (“Exchange Traded Fund”) seeks to provide investment results that correspond generally, before fees and expenses, to the performance of the VelocityShares Tail Risk Hedged Large Cap Index (the “Underlying Index”). The ETF normally invests 85% of its total assets in S&P 500 ETFs. The Fund also intends to invest 15%, of its assets in swap agreements or other derivatives instead of investing directly in certain Underlying Volatility Index ETFs.

PERFORMANCE OVERVIEW

The VelocityShares Tail Risk Hedged Large Cap ETF (TRSK) listed on the NYSE Arca on June 21, 2013. For the five month period ended November 30, 2013 the Fund produced a total return of 8.66% in-line with the Fund’s Underlying Index, net of fees, which returned 8.88%. The Fund underperformed the S&P 500^® which returned 14.78% for the same period.

The Fund’s assets invested in the Large Cap ETFs (SPDR S&P 500 ETF (SPY), Vanguard S&P 500 ETF (VOO) and iShares Core S&P 500 ETF (IVV)) contributed a return of 11.64%, and the assets invested in the Volatility Component detracted -2.98% for the period. The Volatility Component was net long volatility 70% of the period. This net long position coupled with falling volatility resulted in the Volatility Component’s negative performance for the period.

Volatility, as measured by the VIX^®, fell from 20.5 at the beginning of the period to 13.7 at the end of the fiscal year. The VIX spiked modestly in October during the government shutdown and debt ceiling debate, but that spike was short-lived. In mid-September the Volatility Component had a neutral volatility position, and it jumped to an almost 60% long position in the second week in October, and then moved back to neutral position before the end of the month. This large short-term swing in the volatility exposure resulted in a negative performance during the month. The strategy performed as expected: the volatility exposure increased as volatility rose, and then the exposure was reduced as volatility fell.


TOP HOLDINGS^{^} (% of Investments) as of 11.30.13
SPDR^® S&P 500^® ETF	33.34	%
Vanguard^® S&P 500^® ETF	33.33	%
iShares^® Core S&P 500^® ETF	33.33	%
Total % of Top Holdings	100.00	%
^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the VelocityShares Tail Risk Hedged Large Cap ETF

LOGO


SECTOR ALLOCATION^{^} (% of Investments) as of 11.30.13
Equity Funds	100.00	%
^ % of Total Investments

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



8		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

VelocityShares Tail Risk Hedged Large Cap ETF

November 30, 2013 (Unaudited)


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
		Since Inception*
VelocityShares Tail Risk Hedged Large Cap ETF - NAV		8.66%
VelocityShares Tail Risk Hedged Large Cap ETF - Market Price**		8.71%
VelocityShares Tail Risk Hedged Large Cap Index		8.88%

Total Expense Ratio (per the current prospectus) 0.71%

*	The Fund commenced operations on June 21, 2013. Total return for a period of less than one year is not annualized.

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

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

VelocityShares Tail Risk Hedged Large Cap Index: reflects the performance of a portfolio providing a target exposure of 85% to a large cap equity portfolio and a target exposure of 15% to a volatility strategy designed to hedge tail risk in the S&P 500. An investor cannot directly invest in an index. “VelocityShares” and the VelocityShares logo are trademarks of VelocityShares Index & Calculation Services, a division of VelocityShares, LLC.



www.velocitysharesetfs.com		9


		PERFORMANCE OVERVIEW
		VelocityShares Volatility Hedged Large Cap ETF November 30, 2013 (Unaudited)

INVESTMENT OBJECTIVE

The VelocityShares Volatility Hedged Large Cap ETF (“Exchange Traded Fund”) seeks to provide investment results that correspond generally, before fees and expenses, to the performance of the VelocityShares Volatility Hedged LargeCap Index (the “Underlying Index”). The ETF normally invests 85% of its total assets in S&P 500 ETFs. The Fund also intends to invest 15% of its assets in swap agreements or other derivatives instead of investing directly in certain Underlying Volatility Index ETFs.

PERFORMANCE OVERVIEW

The VelocityShares Volatility Hedged Large Cap ETF (SPXH) listed on the NYSE Arca on June 21, 2013. For the five month period ended November 30, 2013 the Fund produced a total return of 12.04% in-line with the Fund’s Underlying Index, net of fees, which returned 12.29%. The Fund underperformed the S&P 500^® which returned 14.78% for the same period.

The Fund’s assets invested in the Large Cap ETFs (SPDR S&P 500 ETF (SPY), Vanguard S&P 500 ETF (VOO) and iShares Core S&P 500 ETF (IVV)) contributed a return of 12.04%, and the assets invested in the Volatility Component were flat for the period.

Volatility, as measured by the VIX^®, fell from 20.5 at the beginning of the period to 13.7 at the end of the fiscal year. The VIX spiked modestly in October during the government shutdown and debt ceiling debate, but that was short-lived. During the spike the Volatility Component moved from a net short exposure to a net long exposure then back to a net short exposure, and this movement resulted in a negative performance during the month. The strategy performed as expected: it moved from a net short volatility to a net long volatility exposure as volatility started to rise.


TOP HOLDINGS^{^} (% of Investments) as of 11.30.13
SPDR^® S&P 500^® ETF	33.34	%
Vanguard^® S&P 500^® ETF	33.33	%
iShares^® Core S&P 500^® ETF	33.33	%
Total % of Top Holdings	100.00	%
^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 11.30.13

Comparison of Change in Value of a hypothetical $10,000 investment in the VelocityShares Volatility Hedged Large Cap ETF

LOGO


SECTOR ALLOCATION^{^} (% of Investments) as of 11.30.13
Equity Funds	100.00	%
^ % of Total Investments



10		Annual Report \| November 30, 2013

PERFORMANCE OVERVIEW

VelocityShares Volatility Hedged Large Cap ETF

November 30, 2013 (Unaudited)


AVERAGE ANNUAL TOTAL RETURN as of 11.30.13
		Since Inception*
VelocityShares Volatility Hedged Large Cap ETF - NAV		12.04%
VelocityShares Volatility Hedged Large Cap ETF - Market Price**		12.12%
VelocityShares Volatility Hedged Large Cap Index		12.29%

Total Expense Ratio (per the current prospectus) 0.71%

*	The Fund commenced operations on June 21, 2013. Total return for a period of less than one year is not annualized.

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

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

VelocityShares Volatility Hedged Large Cap Index: reflects the performance of a portfolio providing a target exposure of 85% to a large cap equity portfolio and a target exposure of 15% to a volatility strategy designed to hedge volatility risk in the S&P 500. An investor cannot directly invest in an index. “VelocityShares” and the VelocityShares logo are trademarks of VelocityShares Index & Calculation Services, a division of VelocityShares, LLC.



www.velocitysharesetfs.com		11


		DISCLOSURE OF FUND EXPENSES
		November 30, 2013 (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. The example is based on an investment of $1,000 invested at the beginning of the (six month) period and held through November 30, 2013.

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 of the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses attributable to your investment during this period.

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 of the 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 6/1/13	Ending Account Value 11/30/13	Expense Ratio^(a)	Expense Paid During Period 6/1/13 - 11/30/13^(b)
VelocityShares Emerging Markets DR ETF
Actual	$1,000.00	$1,050.20	0.65%	$3.34
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	0.65%	$3.29
VelocityShares Russia Select DR ETF
Actual	$1,000.00	$1,092.10	0.65%	$3.41
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	0.65%	$3.29
VelocityShares Emerging Asia DR ETF
Actual	$1,000.00	$1,106.50	0.65%	$3.43
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	0.65%	$3.29
VelocityShares Tail Risk Hedged Large Cap ETF
Actual^(c)	$1,000.00	$1,086.60	0.65%	$3.03
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	0.65%	$3.29
VelocityShares Volatility Hedged Large Cap ETF
Actual^(c)	$1,000.00	$1,120.40	0.65%	$3.08
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	0.65%	$3.29

^(a)

Annualized, based on the Fund’s most recent fiscal half year expenses.

^(b)

^(c)

Actual Expenses Paid During Period is based on expenses paid since commencement of operations of the Funds on June 21, 2013.



12		Annual Report \| November 30, 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF, VelocityShares Emerging Asia DR ETF, VelocityShares Tail Risk Hedged Large Cap ETF, and VelocityShares Volatility Hedged Large Cap ETF, five of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statements of operations, changes in net assets, and the financial highlights for the period April 8, 2013 (Commencement of Operations) to November 30, 2013 for the VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF, and VelocityShares Emerging Asia DR ETF, and the related statements of operations, changes in net assets, and the financial highlights for the period June 21, 2013 (Commencement of Operations) to November 30, 2013 for the VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility Hedged Large Cap ETF. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF, VelocityShares Emerging Asia DR ETF, VelocityShares Tail Risk Hedged Large Cap ETF, and VelocityShares Volatility Hedged Large Cap ETF of the ALPS ETF Trust as of November 30, 2013, the results of their operations, the changes in their net assets, and the financials highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014



www.velocitysharesetfs.com		13

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (91.51%)
Argentina (0.65%)
Alto Palermo SA, ADR		2	$	43
Banco Macro SA, ADR^(a)		55		1,728
BBVA Banco Frances SA, ADR^(a)		67		613
Cresud SACIF y A, Sponsored ADR		49		555
Empresa Distribuidora Y Comercializadora Norte, ADR^(a)		14		123
Grupo Financiero Galicia SA, ADR		130		1,638
IRSA Inversiones y Representaciones SA, Sponsored ADR		34		414
Pampa Energia SA, Sponsored ADR^(a)		82		546
Petrobras Argentina SA, ADR		104		745
Telecom Argentina SA, Sponsored ADR^(a)		63		1,260
Transportadora de Gas del Sur SA, Sponsored ADR		54		135
YPF SA, Sponsored ADR		302		8,975

				16,775


Brazil (11.46%)
AMBEV SA, ADR		7,220		54,583
Banco Bradesco SA, ADR		865		12,757
Banco Bradesco SA, ADR		3,344		44,375
Banco Santander Brasil SA, ADR		822		5,310
BrasilAgro - Co. Brasileira de Propriedades Agricolas, Sponsored ADR		51		217
Braskem SA, Sponsored ADR^(a)		116		2,069
BRF - Brasil Foods SA, ADR		1,023		22,711
Centrais Eletricas Brasileiras SA, Sponsored ADR		426		1,091
Cia de Saneamento Basico do Estado de Sao Paulo, ADR		534		5,687
Cia Energetica de Minas Gerais, Class C, Sponsored ADR		104		858
Cia Energetica de Minas Gerais, Sponsored ADR		847		7,072
Cia Siderurgica Nacional SA, Sponsored ADR		1,187		6,196
CPFL Energia SA, ADR		173		2,867
Embraer SA, ADR		258		8,001
Fibria Celulose SA, Sponsored ADR^(a)		349		4,212
Gafisa SA, ADR^(a)		340		1,013
Gerdau SA, Sponsored ADR		1,400		10,836
Gol Linhas Aereas Inteligentes SA, ADR^(a)		166		725
Oi SA, ADR		1,313		2,075
Oi SA, Class C, ADR		425		723
Petroleo Brasileiro SA, ADR		2,357		37,571
Telefonica Brasil SA, ADR		455		8,854
Tim Participacoes SA, ADR		249		6,170
Ultrapar Participacoes SA, Sponsored ADR		647		16,020
Vale SA, Sponsored ADR		2,063		31,605

				293,598


Chile (2.03%)
Banco de Chile, ADR		42		3,645
Banco Santander Chile, ADR		244		5,456
Cencosud SA, ADR		556		6,110


Security Description	Shares		Value
Chile (continued)
Cia Cervecerias Unidas SA, ADR		86	$	2,088
Corpbanca SA, ADR		163		3,161
Embotelladora Andina SA, Class A, ADR		51		1,143
Embotelladora Andina SA, Class B, ADR		50		1,495
Empresa Nacional de Electricidad SA, Sponsored ADR		171		7,486
Enersis SA, Sponsored ADR		606		9,478
Latam Airlines Group SA, Sponsored ADR		452		7,282
Sociedad Quimica y Minera de Chile SA, Sponsored ADR		142		3,551
Vina Concha y Toro SA, Sponsored ADR		30		1,093

				51,988


China (17.52%)
21Vianet Group, Inc., ADR^(a)		98		1,749
51job, Inc., ADR^(a)		14		1,032
Acorn International, Inc., ADR^(a)		9		14
Actions Semiconductor Co. Ltd., ADR^(a)		106		272
Agria Corp., ADR^(a)		43		68
AirMedia Group, Inc., ADR^(a)		67		111
Aluminum Corp. of China Ltd., ADR^(a)		246		2,283
ATA, Inc., ADR^(a)		10		41
AutoNavi Holdings Ltd., ADR^(a)		43		653
Baidu, Inc., Sponsored ADR^(a)		428		71,292
Bitauto Holdings Ltd., ADR^(a)		28		882
Bona Film Group Ltd., Sponsored ADR^(a)		12		66
Camelot Information Systems, Inc., ADR^(a)		62		122
Changyou.com Ltd., ADR^(a)		17		479
Charm Communications, Inc., ADR		10		45
China Digital TV Holding Co. Ltd., ADR^(a)		82		156
China Distance Education Holdings Ltd., ADR		14		246
China Eastern Airlines Corp. Ltd., ADR^(a)		50		1,000
China Finance Online Co. Ltd., ADR^(a)		19		77
China Hydroelectric Corp., ADR^(a)		38		95
China Life Insurance Co. Ltd., ADR		786		37,885
China Lodging Group Ltd., Sponsored ADR^(a)		28		736
China Ming Yang Wind Power Group Ltd., ADR^(a)		101		236
China Mobile Ltd., Sponsored ADR		1,655		89,767
China Nepstar Chain Drugstore Ltd., ADR^(a)		40		83
China New Borun Corp., ADR^(a)		12		22
China Petroleum & Chemical Corp., ADR		404		34,857
China Southern Airlines Co. Ltd., Sponsored ADR		55		1,195
China Sunergy Co. Ltd., ADR^(a)		8		49
China Techfaith Wireless Communication Technology Ltd., ADR^(a)		57		85
China Telecom Corp. Ltd., ADR		216		11,638
China Unicom Hong Kong Ltd., ADR		710		11,225
China Xiniya Fashion Ltd., Sponsored ADR^(a)		34		49
China Zenix Auto International Ltd., ADR^(a)		23		57



14		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

November 30, 2013


Security Description	Shares		Value
China (continued)
ChinaCache International Holdings Ltd., Sponsored ADR^(a)		22	$	164
ChinaEdu Corp., ADR^(a)		24		158
CNinsure, Inc., ADR^(a)		44		215
CNOOC Ltd., ADR		256		52,398
Concord Medical Services Holdings Ltd., Sponsored ADR^(a)		37		195
Country Style Cooking Restaurant Chain Co. Ltd., Sponsored ADR^(a)		11		108
Ctrip.com International Ltd., ADR^(a)		200		9,556
Daqo New Energy Corp., ADR^(a)		6		230
E-Commerce China Dangdang, Inc., Sponsored ADR^(a)		87		810
E-House China Holdings Ltd., ADR		111		1,185
eLong, Inc., Sponsored ADR^(a)		4		71
Giant Interactive Group, Inc., ADR		156		1,752
Guangshen Railway Co. Ltd., Sponsored ADR		44		1,084
Hanwha SolarOne Co. Ltd., Sponsored ADR^(a)		67		234
Home Inns & Hotels Management, Inc., ADR^(a)		34		1,364
Huaneng Power International, Inc., Sponsored ADR		124		4,757
IFM Investments Ltd., ADR^(a)		9		18
iSoftStone Holdings Ltd., ADR^(a)		69		346
JA Solar Holdings Co. Ltd., ADR^(a)		44		416
Jiayuan.com International Ltd., ADR		21		126
JinkoSolar Holding Co. Ltd., ADR^(a)		18		529
Kingtone Wirelessinfo Solution Holding Ltd., ADR^(a)		1		2
KongZhong Corp., ADR^(a)		40		313
Ku6 Media Co. Ltd., Sponsored ADR^(a)		21		60
LDK Solar Co. Ltd., ADR^(a)		103		154
Le Gaga Holdings Ltd., ADR^(a)		34		118
Lentuo International, Inc., Sponsored ADR^(a)		18		50
LightInTheBox Holding Co. Ltd., ADR^(a)		15		106
Linktone Ltd., ADR^(a)		27		68
Mecox Lane Ltd., ADR^(a)		7		31
Mindray Medical International Ltd., ADR		134		5,335
NetEase, Inc., ADR		114		8,186
New Oriental Education & Technology Group, Sponsored ADR		206		6,116
Ninetowns Internet Technology Group Co. Ltd., ADR^(a)		35		62
Noah Education Holdings Ltd., ADR^(a)		22		51
Noah Holdings Ltd., Sponsored ADR		27		542
NQ Mobile, Inc., ADR^(a)		58		757
O2Micro International Ltd., ADR^(a)		46		128
Ossen Innovation Co. Ltd., Sponsored ADR^(a)		13		18
Pactera Technology International Ltd., ADR^(a)		125		880
Perfect World Co. Ltd., Sponsored ADR		62		1,176
PetroChina Co. Ltd., ADR		336		39,997
Phoenix New Media Ltd., ADR^(a)		52		513
Qihoo 360 Technology Co. Ltd., ADR^(a)		120		9,782
RDA Microelectronics, Inc., Sponsored ADR		28		493


Security Description	Shares		Value
China (continued)
ReneSola Ltd., ADR^(a)		99	$	447
Renren, Inc., ADR^(a)		211		629
Semiconductor Manufacturing International Corp., ADR^(a)		732		2,965
Shanda Games Ltd., Sponsored ADR^(a)		119		483
Simcere Pharmaceutical Group, ADR^(a)		31		296
Sinopec Shanghai Petrochemical Co. Ltd., Sponsored ADR		37		1,637
Sky-mobi Ltd., Sponsored ADR^(a)		15		53
SouFun Holdings Ltd., ADR		26		1,689
Spreadtrum Communications, Inc., ADR		60		1,837
TAL Education Group, ADR		53		1,044
Taomee Holdings Ltd., Sponsored ADR^(a)		16		80
The9 Ltd., ADR^(a)		29		75
Trina Solar Ltd., Sponsored ADR^(a)		120		1,680
Vimicro International Corp., ADR^(a)		30		63
Vipshop Holdings Ltd., ADR^(a)		23		1,912
VisionChina Media, Inc., ADR^(a)		5		44
WSP Holdings Ltd., ADR^(a)		5		14
WuXi PharmaTech Cayman, Inc., ADR^(a)		110		3,644
Xinyuan Real Estate Co. Ltd., ADR		51		282
Xueda Education Group, Sponsored ADR		45		254
Yanzhou Coal Mining Co. Ltd., Sponsored ADR		307		3,365
Yingli Green Energy Holding Co. Ltd., ADR^(a)		166		872
Youku Tudou, Inc., ADR^(a)		199		5,608
YY, Inc., ADR^(a)		12		605
Zuoan Fashion Ltd., Sponsored ADR^(a)		14		28

				448,827


Colombia (0.89%)
Bancolombia SA, Sponsored ADR		133		6,747
Ecopetrol SA, Sponsored ADR		391		15,965

				22,712


Egypt (0.32%)
Commercial International Bank Egypt
SAE, GDR^(b)		934		5,137
Global Telecom Holding, GDR^(a)(b)		822		2,721
Orascom Telecom Media And Technology Holding SAE, GDR^(b)		788		370

				8,228


India (6.93%)
Axis Bank Ltd., GDR^(b)		359		6,814
Dr. Reddy’s Laboratories Ltd., ADR		130		5,297
GAIL India Ltd., GDR^(b)		79		2,430
HDFC Bank Ltd., ADR		618		20,505
ICICI Bank Ltd., Sponsored ADR		456		16,352
Infosys Ltd., Sponsored ADR		763		41,217
Larsen & Toubro Ltd., GDR^(b)		345		5,686
Mahindra & Mahindra Ltd., Sponsored GDR^(b)		472		7,245
Ranbaxy Laboratories Ltd., Sponsored GDR^(a)(b)		198		1,320
Rediff.Com India Ltd., ADR^(a)		23		51
Reliance Industries Ltd., Sponsored GDR^(c)		1,264		34,558



www.velocitysharesetfs.com		15

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

November 30, 2013


Security Description	Shares		Value
India (continued)
Sesa Sterlite Ltd., ADR		489	$	5,648
Sify Technologies Ltd., Sponsored ADR^(a)		38		74
State Bank of India, GDR^(b)		105		6,090
Tata Motors Ltd., Sponsored ADR		294		9,546
Tata Steel Ltd., GDR^(b)		366		2,293
Wipro Ltd., ADR		930		10,853
WNS Holdings Ltd., ADR^(a)		80		1,602

				177,581


Indonesia (0.50%)
Telekomunikasi Indonesia Persero Tbk PT, Sponsored ADR		351		12,826


Kazakhstan (0.11%)
Halyk Savings Bank of Kazakhstan JSC, GDR^(b)		140		1,400
Kazkommertsbank JSC, GDR^(a)(b)		220		365
Zhaikmunai LP, GDR^(b)		95		1,143

				2,908


Lebanon (0.11%)
BLOM Bank SAL, GDR^(b)		108		956
Solidere, GDR^(a)(b)		166		1,867

				2,823


Mexico (6.93%)
America Movil SAB de CV, Series A, ADR		60		1,395
America Movil SAB de CV, Series L, ADR		3,405		79,132
Cemex SAB de CV, Sponsored ADR^(a)		1,816		19,849
Coca-Cola Femsa SAB de CV, Sponsored ADR		56		6,785
Desarrolladora Homex SAB de CV, ADR^(a)		57		68
Empresas ICA SAB de CV, Sponsored ADR^(a)		224		1,700
Fomento Economico Mexicano SAB de CV, Sponsored ADR		298		28,295
Gruma SAB de CV, Sponsored ADR^(a)		86		2,393
Grupo Aeroportuario del Centro Norte SAB de CV, ADR		39		1,071
Grupo Aeroportuario del Pacifico SAB de CV, ADR		58		3,024
Grupo Aeroportuario del Sureste SAB de CV, ADR		32		4,305
Grupo Financiero Santander Mexico SABde CV, Class B, ADR		541		7,601
Grupo Simec SAB de CV, Sponsored ADR^(a)		50		555
Grupo Televisa SAB., Sponsored ADR		611		18,642
Industrias Bachoco SAB de CV, Sponsored ADR		12		477
Ternium SA, Sponsored ADR		83		2,217

				177,509


Nigeria (0.32%)
Guaranty Trust Bank PLC, GDR^(b)		913		8,126


Peru (0.28%)
Cementos Pacasmayo SAA, ADR		72		775
Cia de Minas Buenaventura SA, ADR		289		3,410


Security Description	Shares		Value
Peru (continued)
Grana y Montero SA, ADR^(a)		150	$	2,955

				7,140


Phillipines (0.33%)
Philippine Long Distance Telephone Co., Sponsored ADR		136		8,504


Russia (14.88%)
AFI Development PLC, GDR^(a)(b)		295		240
Cherkizovo Group OJSC GDR^(a)(b)		51		553
Etalon Group Ltd., GDR^(a)(b)		186		977
Eurasia Drilling Co. Ltd., GDR^(b)		74		3,226
Federal Hydrogenerating Co. (RusHydro), JSC, ADR		1,660		2,785
Gazprom Neft OAO, Sponsored ADR		59		1,332
Gazprom OAO, Sponsored ADR		9,373		80,889
Global Ports Investments PLC, GDR^(b)		94		1,307
Globaltrans Investment PLC, Sponsored GDR^(b)		159		2,409
Hydraulic Machines and Systems Group PLC, GDR^(b)		52		120
LSR Group, GDR^(b)		262		989
Lukoil OAO, Sponsored ADR		823		51,026
Magnit OJSC, Sponsored GDR^(b)		456		30,050
Magnitogorsk Iron & Steel Works, Sponsored GDR^(a)(b)		191		587
Mail.ru Group Ltd., GDR		149		6,161
Mechel, Sponsored ADR^(a)		215		451
MegaFon OAO, GDR^(b)		145		4,678
MMC Norilsk Nickel OJSC, ADR		888		13,391
Mobile Telesystems OJSC, Sponsored ADR		793		16,716
NOMOS-BANK, GDR^(a)(b)		65		983
Nord Gold NV, GDR^(b)		66		96
NovaTek OAO, Sponsored GDR^(b)		125		16,438
Novolipetsk Steel OJSC, GDR^(b)		133		2,169
Novorossiysk Commercial Sea Port PJSC, GDR^(b)		88		616
O’Key Group SA, GDR^(b)		58		730
Pharmstandard OJSC, GDR^(a)(b)		65		804
Phosagro OAO, GDR^(b)		127		1,248
PIK Group, GDR^(a)(b)		449		887
QIWI PLC, ADR		25		1,170
Ros Agro PLC, GDR^(a)(b)		46		271
Rosneft OAO, GDR^(b)		1,659		11,912
Rostelecom OJSC, Sponsored ADR		311		5,996
Sberbank of Russia, Sponsored ADR		4,282		53,354
Severstal OAO, GDR^(b)		275		2,516
Sistema JSFC, Sponsored GDR^(b)		273		7,488
Surgutneftegas OAO, Sponsored ADR		1,509		12,434
Tatneft OAO, Sponsored ADR		385		14,322
TMK OAO, GDR^(b)		84		958
Uralkali OJSC, Sponsored GDR^(b)		545		13,712
VimpelCom Ltd., Sponsored ADR		306		3,758
VTB Bank OJSC, GDR^(b)		4,065		11,374

				381,123



16		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

November 30, 2013


Security Description	Shares		Value
South Africa (2.19%)
AngloGold Ashanti Ltd., Sponsored ADR		598	$	8,127
DRDGOLD Ltd., Sponsored ADR		61		251
Gold Fields Ltd., Sponsored ADR		1,143		4,584
Harmony Gold Mining Co. Ltd., Sponsored ADR		574		1,636
MiX Telematics Ltd., ADR^(a)		25		323
Sasol Ltd., Sponsored ADR		802		39,731
Sibanye Gold Ltd., Sponsored ADR		285		1,411

				56,063


South Korea (16.54%)
Gravity Co. Ltd., Sponsored ADR^(a)		18		17
Hyundai Motor Co., GDR^(b)		80		4,712
KB Financial Group, Inc., ADR		620		23,113
Korea Electric Power Corp., Sponsored ADR^(a)		813		12,374
KT Corp., Sponsored ADR		401		6,284
LG Display Co. Ltd., ADR^(a)		695		8,055
LG Electronics, Inc., GDR^(b)(c)		36		423
Lotte Shopping Co. Ltd., GDR^(b)(c)		433		7,954
POSCO, ADR		492		38,125
Samsung Electronics Co. Ltd., GDR^(b)		383		271,164
Shinhan Financial Group Co. Ltd., ADR		751		31,722
SK Telecom Co. Ltd., ADR		557		13,301
Woori Finance Holdings Co. Ltd., ADR		182		6,503

				423,747


Taiwan (8.43%)
Acer, Inc., Sponsored GDR^(a)(b)		826		2,221
Advanced Semiconductor Engineering, Inc., ADR		1,858		9,364
AU Optronics Corp., Sponsored ADR^(a)		1,401		4,343
China Steel Corp., Sponsored GDR^(b)		958		16,047
Chunghwa Telecom Co. Ltd., ADR		610		18,983
Himax Technologies, Inc., ADR		148		1,480
Hon Hai Precision Industry Co. Ltd., GDR^(b)		8,878		46,432
Silicon Motion Technology Corp., ADR		53		791
Siliconware Precision Industries Co., Sponsored ADR		918		5,380
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR		5,830		103,366
United Microelectronics Corp., Sponsored ADR		3,809		7,656

				216,063


Turkey (0.80%)
Turkcell Iletisim Hizmetleri AS, ADR^(a)		496		7,599
Turkiye Garanti Bankasi AS, ADR		3,617		12,804

				20,403


Ukraine (0.04%)
Avangardco Investments Public Ltd., GDR^(a)(b)		23		276
MHP SA, GDR^(b)		37		629

				905


Security Description			Shares		Value
United States (0.25%)
Five Below, Inc.^(a)				135	$	2,295
KMG Chemicals, Inc.				258		4,012

						6,307


TOTAL COMMON STOCKS
(Cost $2,265,023)						2,344,156


PREFERRED STOCK (8.00%)
Argentina (0.04%)
Nortel Inversora SA, Series B, ADR^(a)				41		940


Brazil (6.63%)
Centrais Eletricas Brasileiras SA, Series B, ADR				357		1,603
Cia Brasileira de Distribuicao Grupo Pao de Acucar, Sponsored ADR				207		9,746
Cia Paranaense de Energia, Sponsored ADR				157		2,119
Itau Unibanco Holding SA, ADR				3,975		55,928
Petroleo Brasileiro SA, Series A, Sponsored ADR				3,238		53,557
Vale SA, Sponsored ADR				3,339		46,846

						169,799


Russia (0.00%)^(d)
Mechel, Sponsored ADR				178		87


South Korea (1.33%)
Samsung Electronics Co. Ltd., GDR^(b)				72		34,092


TOTAL PREFERRED STOCK
(Cost $218,008)						204,918


RIGHTS (0.00%)^(d)
Chile (0.00%)^(d)
Latam Airlines Group SA, Sponsored ADR, Strike Price: $15.22, Expiration Date: 01/12/2014				57		51


TOTAL RIGHTS
(Cost $0)						51


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.47%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(e)		12,075		12,075


TOTAL SHORT TERM INVESTMENTS
(Cost $12,075)						12,075


TOTAL INVESTMENTS (99.98%)
(Cost $2,495,106)					$	2,561,200

NET OTHER ASSETS AND LIABILITIES (0.02%)						392


NET ASSETS (100.00%)					$	2,561,592

^(a)

Non-income producing security.



www.velocitysharesetfs.com		17

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

November 30, 2013

^(b)

These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. As of November 30, 2013, the aggregate market values of these securities were $561,412, representing 21.92% of the Fund’s net assets.

^(c)

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. As of November 30, 2013, the market values of these securities restricted under Rule 144A were $42,935, representing 1.68% of the Fund’s net assets.

^(d)

Less than 0.005% of Net Assets.

^(e)

Less than 0.0005%.

Common Abbreviations:

ADR - American Depositary Receipt.

AS - Anonim Sirket is the Turkish term for Incorporation.

GDR - Global Depositary Receipt.

JSC - Joint Stock Company.

JSFC - Joint Stock Financial Corporation.

LP - Limited Partnership.

Ltd. - Limited.

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

OAO - Otkrytoe Aktsionernoe Obschestvo is the Russian term for Open Joint Stock Company.

OJSC - Open Joint Stock Company.

PJSC - Private Joint Stock Company.

PLC - Public Limited Company.

SA - Generally designates corporations in various countries, mostly those emloying the civil law.

SAA - Sociedad Anonima Abierta is the Peruvian term used for companies with 20 or more shareholders.

SAB - Sociedad Anonima Busatil is the Spanish term used for publicly held company.

SAB de CV - A variable capital company.

SACIF y A - Sociedad Anonima Comercial, Industrial, Financiera Y Agropecuaria.

SAE - Societe Anonyme Egyptienne is the French term for a Joint Stock Company in Egypt.

SAL - Societe Anonyme Libanaise is the French term for a Joint Stock Company in Lebanon.

Tbk PT - Terbuka Perseroan Terbatas is an Indonesian term for a limited liability company.

See Notes to Financial Statements.



18		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Russia Select DR ETF

November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (99.80%)
Chemicals: Agricultural (5.07%)
Phosagro OAO, GDR^(a)		3,386	$	33,267
Uralkali OJSC, Sponsored GDR^(a)		3,866		97,269

				130,536


Construction Materials (0.60%)
LSR Group, GDR^(a)		4,109		15,516


Contract Drilling (1.78%)
Eurasia Drilling Co. Ltd., GDR^(a)		1,052		45,867


Data Processing Services (1.30%)
QIWI PLC, ADR		716		33,494


Electric Utilities (1.08%)
Federal Hydrogenerating Co. (RusHydro), JSC, ADR		16,607		27,867


Food Retail (8.10%)
Five Below, Inc.^(b)		1,973		33,541
Magnit OJSC, Sponsored GDR^(a)		2,349		154,799
O’Key Group SA, GDR^(a)		1,605		20,191

				208,531


Homebuilding (0.83%)
Etalon Group Ltd., GDR^(a)(b)		4,066		21,347


Integrated Oil (35.93%)
Gazprom Neft OAO, Sponsored ADR		1,015		22,909
Gazprom OAO, Sponsored ADR		62,824		542,171
Lukoil OAO, Sponsored ADR		1,604		99,448
NovaTek OAO, Sponsored GDR^(a)		581		76,401
Rosneft OAO, GDR^(a)		12,949		92,974
Surgutneftegas OAO, Sponsored ADR		11,067		91,192

				925,095


Internet Software/Services (2.35%)
Mail.ru Group Ltd., GDR^(a)		1,461		60,412


Major Telecommunications (2.75%)
Sistema JSFC, Sponsored GDR^(a)		2,577		70,687


Oil & Gas Production (3.87%)
Tatneft OAO, Sponsored ADR		2,678		99,622


Oilfield Services/Equipment (1.75%)
Global Ports Investments PLC, GDR^(a)		2,079		28,898
TMK OAO, GDR^(a)		1,416		16,143

				45,041


Other Metals/Minerals (2.82%)
MMC Norilsk Nickel OJSC, ADR		4,818		72,655


Pharmaceuticals: Other (0.40%)
Pharmstandard OJSC, GDR^(a)(b)		842		10,416


Security Description			Shares		Value
Railroads (1.12%)
Globaltrans Investment PLC, Sponsored GDR^(a)				1,903	$	28,830


Regional Banks (17.64%)
Sberbank of Russia, Sponsored ADR				28,668		357,203
VTB Bank OJSC, GDR^(a)				34,666		96,996

						454,199


Specialty Communications (1.93%)
Rostelecom OJSC, Sponsored ADR				2,579		49,723


Steel (3.08%)
Magnitogorsk Iron & Steel Works, Sponsored GDR^(a)(b)				3,550		10,906
Mechel, Sponsored ADR^(b)				4,312		9,055
Novolipetsk Steel OJSC, GDR^(a)				1,859		30,320
Severstal OAO, GDR^(a)				3,162		28,932

						79,213


Wireless Telecommunications (7.40%)
MegaFon OAO, GDR^(a)				1,468		47,357
Mobile Telesystems OJSC, Sponsored ADR				5,034		106,117
VimpelCom Ltd., Sponsored ADR				3,025		37,147

						190,621


TOTAL COMMON STOCKS
(Cost $2,485,256)						2,569,672


	7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (0.19%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(c)		4,947		4,947


TOTAL SHORT TERM INVESTMENTS
(Cost $4,947)						4,947


TOTAL INVESTMENTS (99.99%)
(Cost $2,490,203)					$	2,574,619

NET OTHER ASSETS AND LIABILITIES (0.01%)						132


NET ASSETS (100.00%)					$	2,574,751

^(a)	These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. As of November 30, 2013, the aggregate market values of these securities were $987,528, representing 38.35% of the Fund’s net assets.

^(b)	Non-income producing security.

^(c)	Less than 0.0005%.



www.velocitysharesetfs.com		19


		SCHEDULE OF INVESTMENTS
		VelocityShares Russia Select DR ETF November 30, 2013

Common Abbreviations:

ADR - American Depositary Receipt.

GDR - Global Depositary Receipt.

JSC - Joint Stock Company.

JSFC - Joint Stock Financial Corporation.

Ltd. - Limited.

OAO - Otkrytoe Aktsionernoe Obschestvo is the Russian term for Open Joint Stock Company.

OJSC - Open Joint Stock Company.

PLC - Public Limited Company.

SA - Generally designates corporations in various countries, mostly those emloying the civil law.

See Notes to Financial Statements.



20		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Asia DR ETF

November 30, 2013


Security Description	Shares		Value
COMMON STOCKS (97.41%)
China (34.03%)
21Vianet Group, Inc., ADR^(a)		936	$	16,708
51job, Inc., ADR^(a)		188		13,852
Acorn International, Inc., ADR^(a)		89		142
Actions Semiconductor Co. Ltd., ADR^(a)		1,371		3,523
Agria Corp., ADR^(a)		549		862
AirMedia Group, Inc., ADR^(a)		854		1,418
Aluminum Corp. of China Ltd., ADR^(a)		3,164		29,362
ATA, Inc., ADR^(a)		170		697
AutoNavi Holdings Ltd., ADR^(a)		533		8,091
Baidu, Inc., Sponsored ADR^(a)		5,463		909,972
Bitauto Holdings Ltd., ADR^(a)		357		11,245
Bona Film Group Ltd., Sponsored ADR^(a)		630		3,459
Camelot Information Systems, Inc., ADR^(a)		782		1,533
Changyou.com Ltd., ADR^(a)		219		6,167
Charm Communications, Inc., ADR		141		634
China Digital TV Holding Co. Ltd., ADR^(a)		1,030		1,957
China Distance Education Holdings Ltd., ADR		283		4,967
China Eastern Airlines Corp. Ltd., ADR^(a)		766		15,320
China Finance Online Co. Ltd., ADR^(a)		255		1,028
China Hydroelectric Corp., ADR^(a)		500		1,245
China Life Insurance Co. Ltd., ADR		10,021		483,012
China Lodging Group Ltd., Sponsored ADR^(a)		382		10,043
China Ming Yang Wind Power Group Ltd., ADR^(a)		1,749		4,093
China Mobile Ltd., Sponsored ADR		21,111		1,145,061
China Nepstar Chain Drugstore Ltd., ADR^(a)		521		1,084
China New Borun Corp., ADR^(a)		150		272
China Petroleum & Chemical Corp., ADR		5,152		444,515
China Southern Airlines Co. Ltd., Sponsored ADR		696		15,117
China Sunergy Co. Ltd., ADR^(a)		181		1,108
China Techfaith Wireless Communication Technology Ltd., ADR^(a)		567		845
China Telecom Corp. Ltd., ADR		2,799		150,810
China Unicom Hong Kong Ltd., ADR		9,060		143,239
China Xiniya Fashion Ltd., Sponsored ADR^(a)		456		652
China Zenix Auto International Ltd., ADR^(a)		310		769
ChinaCache International Holdings Ltd., Sponsored ADR^(a)		294		2,190
ChinaEdu Corp., ADR^(a)		224		1,474
CNinsure, Inc., ADR^(a)		577		2,822
CNOOC Ltd., ADR		3,244		663,982
Concord Medical Services Holdings Ltd., Sponsored ADR^(a)		455		2,398
Country Style Cooking Restaurant Chain Co. Ltd., Sponsored ADR^(a)		126		1,241
Ctrip.com International Ltd., ADR^(a)		2,618		125,088
Daqo New Energy Corp., ADR^(a)		72		2,755
E-Commerce China Dangdang, Inc., Sponsored ADR^(a)		1,120		10,427
E-House China Holdings Ltd., ADR		1,333		14,236


Security Description	Shares		Value
China (continued)
eLong, Inc., Sponsored ADR^(a)		46	$	819
Giant Interactive Group, Inc., ADR		2,181		24,493
Guangshen Railway Co. Ltd., Sponsored ADR		572		14,088
Hanwha SolarOne Co. Ltd., Sponsored ADR^(a)		837		2,921
Home Inns & Hotels Management, Inc., ADR^(a)		438		17,577
Huaneng Power International, Inc., Sponsored ADR		1,601		61,414
IFM Investments Ltd., ADR^(a)		175		350
iSoftStone Holdings Ltd., ADR^(a)		963		4,834
JA Solar Holdings Co. Ltd., ADR^(a)		610		5,765
Jiayuan.com International Ltd., ADR		262		1,572
JinkoSolar Holding Co. Ltd., ADR^(a)		282		8,288
Kingtone Wirelessinfo Solution Holding Ltd., ADR^(a)		12		29
KongZhong Corp., ADR^(a)		473		3,704
Ku6 Media Co. Ltd., Sponsored ADR^(a)		268		766
LDK Solar Co. Ltd., ADR^(a)		1,174		1,761
Le Gaga Holdings Ltd., ADR^(a)		498		1,733
Lentuo International, Inc., Sponsored ADR^(a)		232		640
LightInTheBox Holding Co. Ltd., ADR^(a)		165		1,172
Linktone Ltd., ADR^(a)		333		839
Mecox Lane Ltd., ADR^(a)		84		366
Mindray Medical International Ltd., ADR		1,778		70,782
NetEase, Inc., ADR		1,457		104,627
New Oriental Education & Technology Group, Sponsored ADR		2,661		79,005
Ninetowns Internet Technology Group Co. Ltd., ADR^(a)		426		754
Noah Education Holdings Ltd., ADR^(a)		250		578
Noah Holdings Ltd., Sponsored ADR		354		7,112
NQ Mobile, Inc., ADR^(a)		609		7,954
O2Micro International Ltd., ADR^(a)		602		1,674
Ossen Innovation Co. Ltd., Sponsored ADR^(a)		161		227
Pactera Technology International Ltd., ADR^(a)		1,512		10,644
Perfect World Co. Ltd., Sponsored ADR		671		12,729
PetroChina Co. Ltd., ADR		4,262		507,348
Phoenix New Media Ltd., ADR^(a)		666		6,567
Qihoo 360 Technology Co. Ltd., ADR^(a)		1,548		126,193
RDA Microelectronics, Inc., Sponsored ADR		509		8,969
ReneSola Ltd., ADR^(a)		1,449		6,549
Renren, Inc., ADR^(a)		2,506		7,468
Semiconductor Manufacturing International Corp., ADR^(a)		9,067		36,721
Shanda Games Ltd., Sponsored ADR^(a)		1,386		5,627
Simcere Pharmaceutical Group, ADR^(a)		240		2,294
Sinopec Shanghai Petrochemical Co. Ltd., Sponsored ADR		471		20,837
Sky-mobi Ltd., Sponsored ADR^(a)		181		643
SouFun Holdings Ltd., ADR		331		21,498
Spreadtrum Communications, Inc., ADR		828		25,345
TAL Education Group, ADR		686		13,514
Taomee Holdings Ltd., Sponsored ADR^(a)		252		1,260



www.velocitysharesetfs.com		21


		SCHEDULE OF INVESTMENTS
		VelocityShares Emerging Asia DR ETF November 30, 2013


Security Description	Shares		Value
China (continued)
The9 Ltd., ADR^(a)		365	$	945
Trina Solar Ltd., Sponsored ADR^(a)		1,504		21,056
Vimicro International Corp., ADR^(a)		372		777
Vipshop Holdings Ltd., ADR^(a)		348		28,922
VisionChina Media, Inc., ADR^(a)		66		575
WSP Holdings Ltd., ADR^(a)		82		233
WuXi PharmaTech Cayman, Inc., ADR^(a)		1,422		47,111
Xinyuan Real Estate Co. Ltd., ADR		997		5,513
Xueda Education Group, Sponsored ADR		566		3,198
Yanzhou Coal Mining Co. Ltd., Sponsored ADR		3,933		43,106
Yingli Green Energy Holding Co. Ltd., ADR^(a)		2,117		11,114
Youku Tudou, Inc., ADR^(a)		2,591		73,014
YY, Inc., ADR^(a)		182		9,169
Zuoan Fashion Ltd., Sponsored ADR^(a)		147		297

				5,744,495


India (13.43%)
Axis Bank Ltd., GDR^(b)		4,650		88,257
Dr. Reddy’s Laboratories Ltd., ADR		1,678		68,378
GAIL India Ltd., GDR^(b)		1,025		31,529
HDFC Bank Ltd., ADR		7,868		261,060
ICICI Bank Ltd., Sponsored ADR		5,685		203,864
Infosys Ltd., Sponsored ADR		9,733		525,777
Larsen & Toubro Ltd., GDR^(b)		4,506		74,259
Mahindra & Mahindra Ltd., Sponsored GDR^(b)		6,102		93,666
Ranbaxy Laboratories Ltd., Sponsored GDR^(a)(b)		2,545		16,962
Rediff.Com India Ltd., ADR^(a)		262		579
Reliance Industries Ltd., Sponsored GDR^(c)		15,973		436,702
Sesa Sterlite Ltd., ADR		6,281		72,546
Sify Technologies Ltd., Sponsored ADR^(a)		500		975
State Bank of India, GDR^(b)		1,377		79,866
Tata Motors Ltd., Sponsored ADR		3,798		123,321
Tata Steel Ltd., GDR^(b)		4,679		29,314
Wipro Ltd., ADR		11,870		138,523
WNS Holdings Ltd., ADR^(a)		1,021		20,440

				2,266,018


Indonesia (0.97%)
Telekomunikasi Indonesia Persero Tbk PT, Sponsored ADR		4,485		163,882


Phillipines (0.64%)
Philippine Long Distance Telephone Co., Sponsored ADR		1,731		108,239


South Korea (32.01%)
Gravity Co. Ltd., Sponsored ADR^(a)		232		218
Hyundai Motor Co., GDR^(b)		1,016		59,842
KB Financial Group, Inc., ADR		7,804		290,933
Korea Electric Power Corp., Sponsored ADR^(a)		10,386		158,075
KT Corp., Sponsored ADR		5,162		80,889
LG Display Co. Ltd., ADR^(a)		8,961		103,858
LG Electronics, Inc., GDR^(b)(c)		667		7,831


Security Description			Shares		Value
South Korea (continued)
Lotte Shopping Co. Ltd., GDR^(b)(c)				5,601	$	102,890
POSCO, ADR				6,267		485,630
Samsung Electronics Co. Ltd., GDR^(b)				4,876		3,452,208
Shinhan Financial Group Co. Ltd., ADR				9,577		404,533
SK Telecom Co. Ltd., ADR				7,197		171,864
Woori Finance Holdings Co. Ltd., ADR				2,333		83,358

						5,402,129


Taiwan (16.33%)
Acer, Inc., Sponsored GDR^(a)(b)				10,585		28,463
Advanced Semiconductor Engineering, Inc., ADR				24,259		122,265
AU Optronics Corp., Sponsored ADR^(a)				17,954		55,657
China Steel Corp., Sponsored GDR^(b)				12,152		203,546
Chunghwa Telecom Co. Ltd., ADR				7,680		239,002
Himax Technologies, Inc., ADR				2,235		22,350
Hon Hai Precision Industry Co. Ltd., GDR^(b)				113,043		591,215
Silicon Motion Technology Corp., ADR				685		10,227
Siliconware Precision Industries Co., Sponsored ADR				11,861		69,506
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR				74,336		1,317,977
United Microelectronics Corp., Sponsored ADR				48,097		96,675

						2,756,883


TOTAL COMMON STOCKS
(Cost $15,931,301)						16,441,646


PREFERRED STOCK (2.59%)
South Korea (2.59%)
Samsung Electronics Co. Ltd., GDR^(b)				924		437,514


TOTAL PREFERRED STOCK
(Cost $411,113)						437,514


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.05%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(d)		8,086		8,086


TOTAL SHORT TERM INVESTMENTS
(Cost $8,086)						8,086


TOTAL INVESTMENTS (100.05%)
(Cost $16,350,500)					$	16,887,246

NET LIABILITIES LESS OTHER ASSETS (-0.05%)						(8,464)


NET ASSETS (100.00%)					$	16,878,782



22		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Asia DR ETF

November 30, 2013

^(a)

Non-income producing security.

^(b)

These securities initially sold to other parties pursuant to Regulation S under the 1933 Act and subsequently resold to the Fund. As of November 30, 2013, the aggregate market values of these securities were $5,297,362, representing 31.38% of the Fund’s net assets.

^(c)

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. As of November 30, 2013, the market values of these securities restricted under Rule 144A were $547,423, representing 3.24% of the Fund’s net assets.

^(d)

Less than 0.0005%.

Common Abbreviations:

ADR - American Depositary Receipt.

GDR - Global Depositary Receipt.

Ltd. - Limited.

Tbk PT - Terbuka Perseroan Terbatas is an Indonesian term for a limited liability company.

See Notes to Financial Statements.



www.velocitysharesetfs.com		23

SCHEDULE OF INVESTMENTS

VelocityShares Tail Risk Hedged Large Cap ETF

November 30, 2013


Security Description	Shares		Value
EXCHANGE TRADED FUNDS (85.11%)
Equity Fund (85.11%)
iShares^® Core S&P 500^® ETF		2,085	$	379,387
SPDR^® S&P 500^® ETF		2,097		379,557
Vanguard^® S&P 500^® ETF		2,290		379,453

				1,138,397


TOTAL EXCHANGE TRADED FUNDS
(Cost $1,002,119)				1,138,397


TOTAL INVESTMENTS (85.11%)
(Cost $1,002,119)			$	1,138,397

NET OTHER ASSETS AND LIABILITIES (14.89%)				199,180


NET ASSETS (100.00%)			$	1,337,577

Common Abbreviations:

ETF - Exchange Traded Fund.

S&P - Standard and Poor’s.

SPDR - Standard and Poor’s Depositary Receipt.

TOTAL RETURN SWAP CONTRACTS^(*)


Reference Obligation	Swap Counterparty	Rate Paid by the Fund	Termination Dates	Notional Amount		Unrealized Appreciation

S&P 500^® VIX^® Futures Tail Risk Index - Short Term	BNP Paribas	1.970%	08/04/2015	$	5,546	$	4

						$	4


Reference Obligation	Swap Counterparty	Rate Paid by the Fund	Termination Dates	Notional Amount		Unrealized Depreciation

S&P 500^® VIX^® Futures Tail Risk Index - Short Term	BNP Paribas	1.970%	02/03/2015	$	192,807	$	(36,226)
S&P 500^® VIX^® Futures Tail Risk Index - Short Term	BNP Paribas	1.970%	03/02/2015		16,505		(1,541)
S&P 500^® VIX^® Futures Tail Risk Index - Short Term	BNP Paribas	1.970%	08/04/2015		23,923		(521)

						$	(38,288)

⁽*⁾

The Fund receives payments based on any positive return of the Reference Obligation net of the rate paid by the Fund. The Fund makes payments on any negative return of such Reference Obligation in addition to the rate paid by the Fund.

See Notes to Financial Statements.



24		Annual Report \| November 30, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Volatility Hedged Large Cap ETF

November 30, 2013


Security Description	Shares		Value
EXCHANGE TRADED FUNDS (85.09%)
Equity Fund (85.09%)
iShares^® Core S&P 500^® ETF		13,024	$	2,369,847
SPDR^® S&P 500^® ETF		13,096		2,370,376
Vanguard^® S&P 500^® ETF		14,305		2,370,339

				7,110,562


TOTAL EXCHANGE TRADED FUNDS
(Cost $6,463,448)				7,110,562


TOTAL INVESTMENTS (85.09%)
(Cost $6,463,448)			$	7,110,562

NET OTHER ASSETS AND LIABILITIES (14.91%)				1,245,959


NET ASSETS (100.00%)			$	8,356,521

Common Abbreviations:

ETF - Exchange Traded Fund.

S&P - Standard and Poor’s.

SPDR - Standard and Poor’s Depositary Receipt.

TOTAL RETURN SWAP CONTRACTS^(*)


Reference Obligation	Swap Counterparty	Rate Paid by the Fund	Termination Dates	Notional Amount		Unrealized Appreciation

S&P 500^® VIX^® Futures Variable Long/Short Index - Short Term	BNP Paribas	1.970%	02/03/2015	$	754,851	$	4,033
S&P 500^® VIX^® Futures Variable Long/Short Index - Short Term	BNP Paribas	1.970%	03/02/2015		9,512		263
S&P 500^® VIX^® Futures Variable Long/Short Index - Short Term	BNP Paribas	1.970%	04/01/2015		10,372		156
S&P 500^® VIX^® Futures Variable Long/Short Index - Short Term	BNP Paribas	1.970%	08/04/2015		453,217		13,974

						$	18,426


Reference Obligation	Swap Counterparty	Rate Paid by the Fund	Termination Dates	Notional Amount		Unrealized Depreciation

S&P 500^® VIX^® Futures Variable Long/Short Index - Short Term	BNP Paribas	1.970%	03/02/2015	$	5,271	$	(78	)

						$	(78	)

⁽*⁾

See Notes to Financial Statements.



www.velocitysharesetfs.com		25


		STATEMENTS OF ASSETS & LIABILITIES
		November 30, 2013


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF			VelocityShares Tail Risk Hedged Large Cap ETF			VelocityShares Volatility Hedged Large Cap ETF
ASSETS:
Investments, at value	$	2,561,200		$	2,574,619		$	16,887,246		$	1,138,397		$	7,110,562
Cash		166			–			48			233,153			1,239,793
Receivable for investments sold		–			–			–			6,673			–
Receivable for foreign tax reclaims		60			–			237			–			–
Dividends receivable		1,527			1,537			56			–			–
Unrealized appreciation on total return swap contracts		–			–			–			4			18,426

Total Assets		2,562,953			2,576,156			16,887,587			1,378,227			8,368,781


LIABILITIES:
Payable to adviser		1,361			1,405			8,805			706			4,402
Payable due to broker for total return swap contracts		–			–			–			1,656			7,780
Unrealized depreciation on total return swap contracts		–			–			–			38,288			78

Total Liabilities		1,361			1,405			8,805			40,650			12,260

NET ASSETS	$	2,561,592		$	2,574,751		$	16,878,782		$	1,337,577		$	8,356,521


NET ASSETS CONSIST OF:
Paid-in capital	$	2,496,049		$	2,504,089		$	16,361,558		$	1,299,150		$	7,691,466
Accumulated net investment income/(loss)		3,282			4,066			(5,799	)		–			–
Accumulated net realized gain/ (loss) on investments		(3,833	)		(17,820	)		(13,723	)		(59,567	)		(407	)
Net unrealized appreciation on investments		66,094			84,416			536,746			97,994			665,462

NET ASSETS	$	2,561,592		$	2,574,751		$	16,878,782		$	1,337,577		$	8,356,521


INVESTMENTS, AT COST	$	2,495,106		$	2,490,203		$	16,350,500		$	1,002,119		$	6,463,448

PRICING OF SHARES:
Net Assets	$	2,561,592		$	2,574,751		$	16,878,782		$	1,337,577		$	8,356,521
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		50,001			50,001			300,001			50,002			300,002
Net Asset Value, offering and redemption price per share	$	51.23		$	51.49		$	56.26		$	26.75		$	27.85

See Notes to Financial Statements.



26		Annual Report \| November 30, 2013

STATEMENTS OF OPERATIONS


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF			VelocityShares Tail Risk Hedged Large Cap ETF			VelocityShares Volatility Hedged Large Cap ETF
	For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013
INVESTMENT INCOME:
Dividends^(a)	$	50,843		$	76,968		$	59,178		$	26,946		$	43,964

Total Investment Income		50,843			76,968			59,178			26,946			43,964


EXPENSES:
Investment adviser fees		10,995			11,193			25,649			6,133			16,823

Total Expenses		10,995			11,193			25,649			6,133			16,823

NET INVESTMENT INCOME		39,848			65,775			33,529			20,813			27,141


REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized gain/(loss) on investments		(19,977	)		(130,830	)		(9,861	)		199,200			772
Net realized loss on total return swap contracts		–			–			–			(66,390	)		(7,781	)

Net change in unrealized appreciation on investments		66,094			84,416			536,746			136,278			647,114
Net change in unrealized appreciation/(depreciation) on total return swap contracts		–			–			–			(38,284	)		18,348

NET REALIZED AND UNREALIZED GAIN/LOSS ON INVESTMENTS		46,117			(46,414	)		526,885			230,804			658,453

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	85,965		$	19,361		$	560,414		$	251,617		$	685,594

^(a)Net of foreign tax withholding ($6,967, $17,713, $10,764, $0, and $0, respectively).

See Notes to Financial Statements.



www.velocitysharesetfs.com		27


		STATEMENTS OF CHANGES IN NET ASSETS


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF			VelocityShares Tail Risk Hedged Large Cap ETF			VelocityShares Volatility Hedged Large Cap ETF
	For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013
OPERATIONS:
Net investment income	$	39,848		$	65,775		$	33,529		$	20,813		$	27,141
Net realized gain/(loss) on investments and total return swap contracts		(19,977	)		(130,830	)		(9,861	)		132,810			(7,009	)
Net change in unrealized appreciation on investments and total return swap contracts		66,094			84,416			536,746			97,994			665,462

Net increase in net assets resulting from operations		85,965			19,361			560,414			251,617			685,594


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(36,566	)		(61,709	)		(43,190	)		(18,058	)		(20,539	)
From tax return of capital		–			–			(1,659	)		(1,713	)		(9,582	)

Total distributions		(36,566	)		(61,709	)		(44,849	)		(19,771	)		(30,121	)


CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		5,000,050			5,000,050			18,840,950			5,000,050			7,701,048
Cost of shares redeemed		(2,487,857	)		(2,382,951	)		(2,477,733	)		(3,894,319	)		–

Net increase from share transactions		2,512,193			2,617,099			16,363,217			1,105,731			7,701,048

Net increase in net assets		2,561,592			2,574,751			16,878,782			1,337,577			8,356,521

NET ASSETS:
Beginning of period		–			–			–			–			–

End of period*	$	2,561,592		$	2,574,751		$	16,878,782		$	1,337,577		$	8,356,521

*Including accumulated net investment income/(loss) of:	$	3,282		$	4,066		$	(5,799	)	$	–		$	–

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS
Beginning shares		–			–			–			–			–
Shares sold		100,001			100,001			350,001			200,002			300,002
Shares redeemed		(50,000	)		(50,000	)		(50,000	)		(150,000	)		–

Shares outstanding, end of period		50,001			50,001			300,001			50,002			300,002

See Notes to Financial Statements.



28		Annual Report \| November 30, 2013

FINANCIAL HIGHLIGHTS

For the Shares Outstanding For the Period Presented


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF			VelocityShares Tail Risk Hedged Large Cap ETF			VelocityShares Volatility Hedged Large Cap ETF
	For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period April 8, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013			For the Period June 21, 2013 (commencement of operations) to November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD	$	50.00		$	50.00		$	50.00		$	25.00		$	25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		0.75			1.24			0.29			0.24			0.12
Net realized and unrealized gain		1.21			1.48			6.65			1.91			2.88

Total from investment operations		1.96			2.72			6.94			2.15			3.00


DISTRIBUTIONS:
From net investment income		(0.73	)		(1.23	)		(0.66	)		(0.37	)		(0.10	)
From tax return of capital		–			–			(0.02	)		(0.03	)		(0.05	)

Total distributions		(0.73	)		(1.23	)		(0.68	)		(0.40	)		(0.15	)


NET INCREASE IN NET ASSET VALUE		1.23			1.49			6.26			1.75			2.85

NET ASSET VALUE, END OF YEAR	$	51.23		$	51.49		$	56.26		$	26.75		$	27.85

TOTAL RETURN^(b)		4.05	%		5.54	%		14.01	%		8.66	%		12.04	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s)	$	2,562		$	2,575		$	16,879		$	1,338		$	8,357
RATIO TO AVERAGE NET ASSETS:
Expenses^(c)		0.65	%		0.65	%		0.65	%		0.65	%		0.65	%
Net investment income^(c)		2.36	%		3.82	%		0.85	%		2.21	%		1.05	%
PORTFOLIO TURNOVER RATE^(d)		4	%		16	%		2	%		4	%		2	%

^(a)

Calculated using average shares outstanding.

^(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 and assuming all distributions are reinvested at actual reinvestment prices. Total return calculated for a period 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.



www.velocitysharesetfs.com		29


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

1. ORGANIZATION

The ALPS ETF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of November 30, 2013, the Trust consists of nineteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF, VelocityShares Emerging Asia DR ETF, VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility Hedged Large Cap ETF (each a “Fund” and collectively, the “Funds”). The VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF and VelocityShares Emerging Asia DR ETF commenced operations on April 8, 2013. The Velocity Shares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility Hedged Large Cap ETF commenced operations on June 21, 2013.

The investment objective of the VelocityShares Emerging Markets DR ETF is to seek investment results that correspond generally to the performance, before fees and expenses, of its underlying index, the BNY Mellon Emerging Markets DR Index.

The investment objective of the VelocityShares Russia Select DR ETF is to seek investment results that correspond generally to the performance, before fees and expenses, of its underlying index, the BNY Mellon Russia Select DR Index.

The investment objective of the VelocityShares Emerging Asia DR ETF is to seek investment results that correspond generally to the performance, before fees and expenses, of its underlying index, the BNY Mellon Emerging Asia DR Index.

The investment objective of the VelocityShares Tail Risk Hedged Large Cap ETF is to seek investment results that correspond generally to the performance, before fees and expenses, of its underlying index, the VelocityShares Tail Risk-Hedged Large Cap Index.

The investment objective of the VelocityShares Volatility Hedged Large Cap ETF is to seek investment results that correspond generally to the performance, before fees and expenses, of its underlying index, the VelocityShares Volatility Hedged Large Cap Index. Together with the BNY Mellon Emerging Markets DR Index, BNY Mellon Russia Select DR Index, BNY Mellon Emerging Asia DR Index and VelocityShares Tail Risk Hedged Large Cap Index, the “Underlying Indexes”.

VelocityShares Emerging Markets DR ETF, VelocityShares Russia Select DR ETF and VelocityShares Emerging Asia DR ETF Funds Shares (“Shares”) are listed on The National Association of Securities Dealers Automated Quotation Stock Market LLC (“NAS-DAQ”). The VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility Hedged Large Cap ETF Fund Shares are listed on the New York Stock Exchange (“NYSE”) Arca. Each Fund issues and redeems Shares at net asset value (“NAV”), in blocks of 50,000 Shares, each of which is called a “Creation Unit.” Creation Units are issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

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

Portfolio securities listed on any exchange other than the NASDAQ exchange are valued at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and asked prices on such day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price as determined by NASDAQ. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the



30		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

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. Over-the-counter swap contracts for which market quotations are readily available are valued based on quotes received from independent pricing services or one or more dealers that make markets in such securities.

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

B. Concentration of Risk

The Funds seek to track the Underlying Indexes, which may have concentrations in certain regions, economies, countries, markets, industries or sectors. Underperformance or increased risk in such concentrated areas may result in underperformance or increased risk in the Funds.

C. Securities Transactions and Investment Income

D. Dividends and Distributions to Shareholders

E. Federal Tax and Tax Basis Information

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

For the period ended November 30, 2013, permanent book and tax differences resulting primarily from in-kind transactions, swap adjustments, and investments in passive foreign investment companies were identified and reclassified among the components of the Funds’ net assets as follows:


	Undistributed Net Investment Income/(Loss)			Accumulated Net Realized Gain/(Loss)			Paid-in Capital
VelocityShares Emerging Markets DR ETF	$	–		$	16,144		$	(16,144	)
VelocityShares Russia Select DR ETF	$	–		$	113,010		$	(113,010	)
VelocityShares Emerging Asia DR ETF	$	3,862		$	(3,862	)	$	–
VelocityShares Tail Risk Hedged Large Cap ETF	$	(2,755	)	$	(192,377	)	$	195,132
VelocityShares Volatility Hedged Large Cap ETF	$	(6,602	)	$	6,602		$	–



www.velocitysharesetfs.com		31


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

At November 30, 2013, the Fund had available for tax purposes unused capital loss carryforwards as follows:


	Short-Term		Long-Term
VelocityShares Emerging Markets DR ETF	$	3,626	$	–
VelocityShares Russia Select DR ETF	$	13,766	$	–
VelocityShares Emerging Asia DR ETF	$	10,288	$	–
VelocityShares Tail Risk Hedged Large Cap ETF	$	59,567	$	–
VelocityShares Volatility Hedged Large Cap ETF	$	–	$	–

Net investment income and net realized (loss), as disclosed on The Statement of Operations, and net assets were not affected by their reclassifications.

The tax character of the distributions paid for the period ended November 30, 2013, was as follows:


	Ordinary Income		Return of Capital		Total
VelocityShares Emerging Markets DR ETF	$	36,566	$	–	$	36,566
VelocityShares Russia Select DR ETF	$	61,709	$	–	$	61,709
VelocityShares Emerging Asia DR ETF	$	43,190	$	1,659	$	44,849
VelocityShares Tail Risk Hedged Large Cap ETF	$	18,058	$	1,713	$	19,771
VelocityShares Volatility Hedged Large Cap ETF	$	20,539	$	9,582	$	30,121

As of November 30, 2013, the components of distributable earnings on a tax basis for the Fund were as follows:


	Undistributed Net Investment Income		Accumulated Capital Losses			Net Unrealized Appreciation on Investments		Total
VelocityShares Emerging Markets DR ETF	$	5,442	$	(3,626	)	$	63,727	$	65,543
VelocityShares Russia Select DR ETF	$	4,066	$	(13,766	)	$	80,362	$	70,662
VelocityShares Emerging Asia DR ETF	$	–	$	(10,288	)	$	527,512	$	517,224
VelocityShares Tail Risk Hedged Large Cap ETF	$	–	$	(59,567	)	$	97,994	$	38,427
VelocityShares Volatility Hedged Large Cap ETF	$	–	$	–		$	665,055	$	665,055

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/ (depreciation) on investments were as follows:


	Cost of investments for income tax purposes		Gross Appreciation (excess of value over tax cost)		Gross Depreciation (excess of tax cost over value)			Net Appreciation/ (Depreciation) on derivatives			Net Unrealized Appreciation/ (Depreciation)
VelocityShares Emerging Markets DR ETF	$	2,497,473	$	217,549	$	(153,822	)	$	–		$	63,727
VelocityShares Russia Select DR ETF	$	2,494,257	$	181,995	$	(101,633	)	$	–		$	80,362
VelocityShares Emerging Asia DR ETF	$	16,359,734	$	749,527	$	(222,015	)	$	–		$	527,512
VelocityShares Tail Risk Hedged Large Cap ETF	$	1,002,119	$	336,771	$	(200,493	)	$	(38,284	)	$	97,994
VelocityShares Volatility Hedged Large Cap ETF	$	6,463,855	$	1,879,852	$	(1,233,145	)	$	18,348		$	665,055

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



32		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

F. Income Taxes

As of and during the period ended November 30, 2013, each Fund did not have a liability for any unrecognized tax benefits. Each Fund files U.S. federal, state, and local tax returns as required. Each Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Funds’ commenced operations in 2013, no tax returns have been filed as of the date of this report.

G. Fair Value Measurements

Valuation techniques used to value the Funds’ investments by major category are as follows:

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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


Level 1 –		Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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

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



www.velocitysharesetfs.com		33


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

The following is a summary of the inputs used to value each Fund’s investments at November 30, 2013:

VelocityShares Emerging Markets DR ETF


Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Common Stocks	$	2,344,156		$	–	$	–	$	2,344,156
Preferred Stocks		204,918			–		–		204,918
Rights		–			51		–		51
Short Term Investments		12,075			–		–		12,075
TOTAL	$	2,561,149		$	51	$	–	$	2,561,200


VelocityShares Russia Select DR ETF

Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Common Stocks	$	2,569,672		$	–	$	–	$	2,569,672
Short Term Investments		4,947			–		–		4,947
TOTAL	$	2,574,619		$	–	$	–	$	2,574,619


VelocityShares Emerging Asia DR ETF

Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Common Stocks	$	16,441,646		$	–	$	–	$	16,441,646
Preferred Stocks		437,514			–		–		437,514
Short Term Investments		8,086			–		–		8,086
TOTAL	$	16,887,246		$	–	$	–	$	16,887,246


VelocityShares Tail Risk Hedged Large Cap ETF

Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Exchange Traded Funds	$	1,138,397		$	–	$	–	$	1,138,397
TOTAL	$	1,138,397		$	–	$	–	$	1,138,397


Other Financial Instruments**

Assets
Total Return Swap Contracts	$	4		$	–	$	–	$	4
Liabilities
Total Return Swap Contracts	$	(38,288	)	$	–	$	–	$	(38,288	)
Total	$	(38,284	)	$	–	$	–	$	(38,284	)


VelocityShares Volatility Hedged Large Cap ETF

Investments in Securities at Value*	Level 1 – Unadjusted Quoted Prices			Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Exchange Traded Funds	$	7,110,562		$	–	$	–	$	7,110,562
TOTAL	$	7,110,562		$	–	$	–	$	7,110,562


Other Financial Instruments**

Assets
Total Return Swap Contracts	$	18,426		$	–	$	–	$	18,426
Liabilities
Total Return Swap Contracts	$	(78	)	$	–	$	–	$	(78	)
Total	$	18,349		$	–	$	–	$	18,349

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

**	Other financial instruments are instruments not reflected in the Schedule of Investments.



34		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

Each Fund recognizes transfers between levels as of the end of the period. For the period ended November 30, 2013, each Fund did not have any transfers between Level 1 and Level 2 securities. The Funds did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

3. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As a part of their investment strategy, the VelocityShares Tail Risk Hedged Large Cap ETF and the VelocityShares Volatility Hedged Large Cap ETF are permitted to purchase investment securities, and enter into various types of derivatives contracts. In doing so, the Funds employ strategies in differing combinations that permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent in derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks including liquidity risk, market risk, credit risk, default risk, counterparty risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate exactly with the change in the value of the underlying asset, rate or index.

Market Risk Factors: In pursuit of their investment objectives, certain Funds may seek to use derivatives to increase or decrease their exposure to the following market risk factors:

Credit Risk: Credit risk is the risk an issuer will be unable to make principal and interest payments when due, or will default on its obligations.

Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Swaps: Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party (the “Counterparty”) based on the change in market value or level of a specified rate, index or asset. In return, the Coun-terparty agrees to make periodic payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, the Funds receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Funds’ obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust’s custodian bank. The use of interest rate and index swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery of securities or other underlying assets or principal. The use of swap agreements involves certain risks. For example, if the Counterparty under a swap agreement defaults on its obligation to make payments due from it, as a result of its bankruptcy or otherwise, the Funds may lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays.

Swap Risk: The VelocityShares Tail Risk Hedged Large Cap ETF and the VelocityShares Volatility Hedged Large Cap ETF use swap agreements to obtain exposure to the volatility component of each Fund’s underlying index. Swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund’s obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. The swap agreements are traded over the counter. The counterparty to swap agreements is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions.



www.velocitysharesetfs.com		35


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

As a result, the VelocityShares Tail Risk Hedged Large Cap ETF and the VelocityShares Volatility Hedged Large Cap ETF are subject to credit risk with respect to amounts they expect to receive from counterparties to swaps entered into as part of their principal investment strategies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds could suffer significant losses on these contracts and the value of an investor’s investment in the Funds may decline. The Funds typically enter into swap transactions only with large, well capitalized and well established financial institutions. Swaps are less marketable because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. Swap agreements may entail breakage costs if terminated prior to the final maturity date.

During the period ended November 30, 2013, the VelocityShares Tail Risk Hedged Large Cap ETF and the VelocityShares Volatility Hedged Large Cap ETF invested in swap agreements consistent with their investment strategies to gain exposure to certain indices. Swap agreements held at November 30, 2013 are disclosed in the Schedule of Investments. No other Funds held swap agreements at November 30, 2013.

The effect of derivative instruments on the Statements of Assets and Liabilities for the period ended November 30, 2013^(a):


Derivatives Not Accounted for as Hedging Instruments	Asset Derivatives Statements of Assets and Liabilities Location	Fair Value		Liability Derivatives Statements of Assets and Liabilities Location	Fair Value
VelocityShares Tail Risk Hedged Large Cap ETF
Equity Contracts (Total Return Swap Contracts)	Unrealized appreciation on total return swap contracts	$	4	Unrealized depreciation on total return swap contracts	$	38,288
		$	4		$	38,288


VelocityShares Volatility Hedged Large Cap ETF
Equity Contracts (Total Return Swap Contracts)	Unrealized appreciation on total return swap contracts	$	18,426	Unrealized depreciation on total return swap contracts	$	78
		$	18,426		$	78

^(a)

For open derivative instruments as of November 30, 2013, see the Schedule of Investments.

The gains/(losses) in the table below are included in the “Net realized gain/(loss)” or “Net change in unrealized gain/(loss)” on the Statements of Operations.

The effect of derivatives Instruments on the Statements of Operations for the period ended November 30, 2013:


Derivatives Not Accounted for as Hedging Instruments	Location of Gain/(Loss) on Derivatives Recognized in Income	Realized Gain/(Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income
VelocityShares Tail Risk Hedged Large Cap ETF
Equity Contracts (Total Return Swap Contracts)	Net realized loss on total return swap contracts/Net change in unrealized appreciation/ (depreciation) on total return swap contracts	$	(66,390	)	$	(38,284	)
		$	(66,390	)	$	(38,284	)


VelocityShares Volatility Hedged Large Cap ETF
Equity Contracts (Total Return Swap Contracts)	Net realized loss on total return swap contracts/Net change in unrealized appreciation/ (depreciation) on total return swap contracts	$	(7,781	)	$	18,348
		$	(7,781	)	$	18,348



36		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

Volume of derivative instruments for the Funds for the period ended November 30, 2013 was as follows:


Derivative Type	Unit of Measurement	Monthly Average
VelocityShares Tail Risk Hedged Large Cap ETF
Total Return Swap Contracts	Notional Quantity	2,522

VelocityShares Volatility Hedged Large Cap ETF
Total Return Swap Contracts	Notional Quantity	2,712

Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2011-11, Disclosures about Offsetting Assets and Liabilities, requires an entity that has financial instruments that are either (1) offset or (2) subject to an enforceable master netting arrangement or similar agreement to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

The following table presents financial instruments that are subject to enforceable netting arrangements or other similar agreements as of November 30, 2013:

VelocityShares Tail Risk Hedged Large Cap ETF Offsetting of Derivatives Assets

November 30, 2013

Gross Amounts

Not Offset

in the Statement

of Financial Position

Description

Gross Amounts of

Recognized Assets

Gross Amounts

Offset

in the Statement

of Financial Position

Net Amounts

Presented

in the Statement of

Financial Position

Financial

Instruments

Cash

Collateral

Pledged

Net Amount

Total Return Swap Contracts

$ 4

$ –

$ 4

$ –

$ 4

VelocityShares Tail Risk Hedged Large Cap ETF Offsetting of Derivatives Liabilities

November 30, 2013

Gross Amounts

Not Offset

in the Statement

of Financial Position

Description

Gross Amounts of

Recognized Liabilities

Gross Amounts

Offset

in the Statement

of Financial Position

Net Amounts

Presented

in the Statement of

Financial Position

Financial

Instruments

Cash

Collateral

Pledged

Net Amount

Total Return Swap Contracts

$ 38,288

$ –

$ 38,288

$ –

$ 38,288

VelocityShares Volatility Hedged Large Cap ETF Offsetting of Derivatives Assets

November 30, 2013

Gross Amounts

Not Offset

in the Statement

of Financial Position

Description

Gross Amounts of
Recognized Asset

Gross Amounts

Offset

in the Statement

of Financial Position

Net Amounts

Presented

in the Statement of
Financial Position

Financial

Instruments

Cash

Collateral

Pledged

Net Amount

Total Return Swap Contracts

$ 18,426

$ –

$ 18,426

$ –

$ 18,426

VelocityShares Tail Risk Hedged Large Cap ETF Offsetting of Derivatives Liabilities

November 30, 2013

Gross Amounts

Not Offset

in the Statement

of Financial Position

Description

Gross Amounts of
Recognized Liabilities

Gross Amounts
Offset

in the Statement

of Financial Position

Net Amounts

Presented

in the Statement of
Financial Position

Financial
Instruments

Cash
Collateral
Pledged

Net Amount

Total Return Swap Contracts

$ 78

$ –

$ 78

$ –

$ 78



www.velocitysharesetfs.com		37


		NOTES TO FINANCIAL STATEMENTS
		November 30, 2013

4. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

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


Fund		Advisory Fee
VelocityShares Emerging Markets DR ETF		0.65%
VelocityShares Russia Select DR ETF		0.65%
VelocityShares Emerging Asia DR ETF		0.65%
VelocityShares Tail Risk Hedged Large Cap ETF		0.65%
VelocityShares Volatility Hedged Large Cap ETF		0.65%

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

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

5. PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding short-term investments and in-kind transactions, were as follows:


	Purchases		Sales
VelocityShares Emerging Markets DR ETF	$	100,292	$	89,364
VelocityShares Russia Select DR ETF	$	423,470	$	385,504
VelocityShares Emerging Asia DR ETF	$	137,435	$	2,559,577
VelocityShares Tail Risk Hedged Large Cap ETF	$	85,383	$	59,748
VelocityShares Volatility Hedged Large Cap ETF	$	92,240	$	100,398

For the period ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales, were as follows:

	Purchases		Sales
VelocityShares Emerging Markets DR ETF	$	4,980,058	$	2,487,742
VelocityShares Russia Select DR ETF	$	4,961,152	$	2,383,032
VelocityShares Emerging Asia DR ETF	$	18,774,431	$	–
VelocityShares Tail Risk Hedged Large Cap ETF	$	4,143,442	$	3,366,160
VelocityShares Volatility Hedged Large Cap ETF	$	6,470,834	$	–

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

6. CAPITAL SHARE TRANSACTIONS

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



38		Annual Report \| November 30, 2013

NOTES TO FINANCIAL STATEMENTS

November 30, 2013

7. INDEMNIFICATIONS

8. NEW ACCOUNTING PRONOUNCEMENTS

In June 2013, the FASB issued ASU No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether it is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Funds are currently reviewing the requirements and believe the adoption of this ASU will not have a material impact on the financial statements.



www.velocitysharesetfs.com		39


		ADDITIONAL INFORMATION
		November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

PORTFOLIO HOLDINGS

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

TAX INFORMATION

Pursuant to Section 853(c) of the Internal Revenue Code, the following Funds designate the following:


	Foreign Taxes Paid		Foreign Source Income
VelocityShares Emerging Markets DR ETF	$	5,325	$	53,614
VelocityShares Russia Select DR ETF	$	9,220	$	93,538
VelocityShares Emerging Asia DR ETF	$	9,908	$	70,534



40		Annual Report \| November 30, 2013

BOARD CONSIDERATIONS REGARDING APPROVAL OF

INVESTMENT ADVISORY AGREEMENT

November 30, 2013 (Unaudited)

VELOCITYSHARES VOLATILITY HEDGED LARGE CAP ETF

At an in-person meeting held on September 10, 2012, 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 ALPS Advisors, Inc. (the “Adviser”) with respect to the VelocityShares Volatility Hedged Large Cap ETF (“SPXH”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for SPXH, 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, representatives from the Adviser presented the Adviser’s materials regarding consideration of approval of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for SPXH, financial information regarding the Adviser, its parent company, information describing the Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of SPXH, 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 oversee the services to be provided by other service providers and that the services to be provided by the Adviser to SPXH are expected to be satisfactory.

The Independent Trustees noted the services to be provided by the Adviser for the proposed annual advisory fee of 0.65% of SPXH’s average daily net assets. The Independent Trustees noted that the advisory fees proposed for SPXH were unitary fees pursuant to which the Adviser will assume all expenses of SPXH (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. Based on its review, the Independent Trustees concluded that the expected profitability of SPXH to the Adviser was not unreasonable.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of SPXH with other funds’ cost and expense structures. The Independent Trustees also reviewed the comparative fee information in a separate peer group analysis prepared by ALPS Fund Services, Inc. (“ALPS”). In determining the weight to be accorded the Lipper and ALPS comparative fee data respectively, the Board took into account that the Lipper group consisted solely of large cap core ETFs, which the Adviser does not believe is a representative peer group given the unique volatility hedging strategy SPXH will employ. The Board noted that the only 1940 Act ETF which utilizes a comparable volatility hedging strategy is the First Trust CBOE VIX Tail Hedge Index Fund, which charges a management fee of 0.60%. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for SPXH was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with SPXH and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees considered the extent to which economies of scale would be realized as SPXH grows and whether the fee level reflects a reasonable sharing of such economies of scale for the benefit of the Fund’s investors. Because SPXH is newly organized, the Board reviewed the unitary advisory fee proposed for SPXH and anticipated expenses of the Fund and determined to review economies of scale in the future when SPXH had attracted assets.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of SPXH. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.



www.velocitysharesetfs.com		41


		BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT
		November 30, 2013 (Unaudited)

VELOCITYSHARES TAIL RISK HEDGED LARGE CAP ETF

At an in-person meeting held on September 10, 2012, 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 ALPS Advisors, Inc. (the “Adviser”) with respect to the VelocityShares Tail Risk Hedged Large Cap ETF (“TRSK”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for TRSK, 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, representatives from the Adviser presented the Adviser’s materials regarding consideration of approval of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for TRSK, financial information regarding the Adviser, its parent company, information describing the Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of TRSK, 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 oversee the services to be provided by other service providers and that the services to be provided by the Adviser to TRSK are expected to be satisfactory.

The Independent Trustees noted the services to be provided by the Adviser for the proposed annual advisory fee of 0.65% of TRSK’s average daily net assets. The Independent Trustees noted that the advisory fees proposed for TRSK were unitary fees pursuant to which the Adviser will assume all expenses of TRSK (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. . Based on its review, the Independent Trustees concluded that the expected profitability of TRSK to the Adviser was not unreasonable.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of TRSK with other funds’ cost and expense structures. The Independent Trustees also reviewed the comparative fee information in a separate peer group analysis prepared by ALPS Fund Services, Inc. (“ALPS”). In determining the weight to be accorded the Lipper and ALPS comparative fee data respectively, the Independent Trustees took into account that the Lipper group consisted solely of large cap core ETFs, which the Adviser does not believe is a representative peer group given the unique volatility hedging strategy TRSK will employ. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for TRSK was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with TRSK and concluded that the advisory fee was reasonable taking into account any such benefits. The Independent Trustees considered the extent to which economies of scale would be realized as TRSK grows and whether fee level reflects a reasonable sharing of such economies of scale for the benefit of the Fund’s investors. Because TRSK is newly organized, the Independent Trustees reviewed the unitary advisory fee proposed for TRSK and anticipated expenses of the Fund and determined to review economies of scale in the future when TRSK had attracted assets.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of TRSK and its shareholders. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.



42		Annual Report \| November 30, 2013

TRUSTEES & OFFICERS

November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Ad- dress and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).
Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); and Reaves Utility Income Fund.
Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 - present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 - present; Advisor, Pauls Corporation (real estate investment management and development), 2008 - present; Chairman, Ross Consulting Group (real estate consulting services) 1983-2013; Advisory Board, Neenan Company (construction services) 2002-present; Board Member, Urban Land Conservancy (a not-for-profit organization), 2004 - present; Director, National Western Stock Show (not-for- profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.



www.velocitysharesetfs.com		43


		TRUSTEES & OFFICERS
		November 30, 2013 (Unaudited)

INTERESTED TRUSTEE

Name, Address

and Year of

Birth 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, 1966

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

Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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.



44		Annual Report \| November 30, 2013

TRUSTEES & OFFICERS

November 30, 2013 (Unaudited)

OFFICERS


Name, Address and Year of Birth of Officer*	Position(s) Held with Trust	Length of Time Served**	Principal Occupation(s) During Past 5 Years
Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.
William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005 – 2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.
Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.
Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of ALPS, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.
Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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.



www.velocitysharesetfs.com		45

LOGO


TABLE OF CONTENTS

Performance Overview			1

Disclosure of Fund Expenses			4

Report of Independent Registered Public Accounting Firm			5

Schedule of Investments			6

Statement of Assets and Liabilities			15

Statement of Operations			16

Statement of Changes in Net Assets			17

Financial Highlights			18

Notes to Financial Statements			19

Additional Information			23

Board Considerations Regarding Approval of Investment Advisory Agreement			24

Trustees & Officers			25

Barron’s 400^SM ETF

Performance Overview

November 30, 2013 (Unaudited)

Investment Objective

The Barron’s 400^SM ETF (BFOR) seeks investment results that correspond generally, before fees and expenses, to the performance of the Barron’s 400 Index^SM (B400 or the “Underlying Index”).

The Barron’s 400^SM ETF allows you to access some of America’s high performing companies in a single share. Its underlying index seeks to collect the highest rated companies in the U.S. stock according to MarketGrader’s fundamental analysis, which measures them based on growth, valuation, profitability and cash flow. This process is based on rigorous measures of financial health. Four key attributes distinguish the Barron’s 400 Index^SM from other broad market benchmarks, providing you with an intelligent portfolio built from the bottom up.

Performance Overview

The Barron’s 400^SM ETF was listed on NYSE Arca on June 3, 2013. Since then, through November 30, 2013, the fund NAV gained 17.20% net of fees, closely tracking its benchmark, the Barron’s 400 Index^SM, which gained 17.58% on a total return basis.

The Barron’s 400 Index^SM (B400) itself outperformed the Dow Jones U.S. Total Stock Market Index (DWCF), the broadest measure of the U.S. equity market, by 568 basis points (5.68 percentage points) over the same period of time, through November 30, 2013. It also outpaced the S&P 500 Index’s 11.24% total return, an outperformance of 633 basis points (6.33 percentage points).

The strong performance turned in by the index over this six-month period was broad-based and not attributed to any particular group of stocks or to a particular sector. Of the 573 companies held by the index from June 3 to November 30 (the number exceeds 400 since the index was rebalanced on September 20 when 173 companies were replaced), 432 had overall price gains while members of B400. This amounts to 75.4% of all stocks held during this period. 146 of these, or 25.5% of all stocks held, had a gain of at least 20% while in the Barron’s 400.

A closer look at the sector breakdown across all gainers reveals the breadth of the rally in B400 stocks during this six-month period, in a way that was closely aligned with overall sector representation in the index during this time. Consumer Discretionary stocks had the largest representation among gainers with 90 stocks, or 20.8% of all stocks with positive performance. It was closely followed by Financials and Industrials, with 85 and 79 stocks, or 19.7% and 18.3%, respectively, among all stocks with price gains for the period. These three sectors were also the three largest ones in B400 over the last six months.

Among the 141 stocks whose performance was detrimental to that of B400 during the period, only 15, or 10.6% of all decliners, experienced a loss greater than 20%; only 38, or 27% had a double-digit drop for the period. The sector breakdown for all decliners, as was the case for all gainers, was also closely aligned with the overall sector breakdown for the index between June and November. The table below displays the list of Barron’s 400 top ten gainers and losers during the period they were held by the index between June 3 and November 29, 2013.


Top Gainers	Name	Sector	Performance (%)*
IGTE	iGate Corporation	Technology	131.22
NUS	Nu Skin Enterprises	Consumer Staples	120.49
CAMP	CalAmp Corp.	Technology	86.68
TASR	TASER International	Industrials	80.95
AKRX	Akorn, Inc.	Health Care	79.44
HOMB	Home BancShares, Inc.	Financials	71.94
MDSO	Medidata Solutions, Inc.	Industrials	70.19
BOFI	BofI Holding, Inc.	Financials	68.99
QCOR	Questcor Pharmaceuticals	Health Care	64.71
MKTX	MarketAxess Holdings Inc.	Financials	61.62

Top Decliners	Name	Sector	Performance (%)*
EBIX	Ebix, Inc.	Financials	-49.70
TWI	Titan International, Inc.	Industrials	-35.84
CVI	CVR Energy, Inc.	Energy	-35.83
ONE	Higher One Holdings, Inc.	Industrials	-34.36
FRAN	Francesca’s Holdings Corp.	Consumer Discretionary	-31.95
TSO	Tesoro Corporation	Energy	-26.61
REGI	Renewable Energy Group	Materials	-25.49
IDCC	InterDigital, Inc.	Technology	-25.27
AEO	American Eagle Outfitters	Consumer Discretionary	-24.91
ISRG	Intuitive Surgical, Inc.	Health Care	-24.65

*	Price-only returns. Sources: MarketGrader.com, FactSet.

1 | November 30, 2013

Barron’s 400^SM ETF

Performance Overview

November 30, 2013 (Unaudited)

GROWTH OF $10,000 (as of November 30, 2013)

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

LOGO

FUND PERFORMANCE (as of November 30, 2013)


		Since Inception^{^}
Barron’s 400^SMETF – NAV		17.20%
Barron’s 400^SMETF – Market Price*		17.20%
Barron’s 400 Index^SM⁽¹⁾		17.58%

Total Expense Ratio (per the current prospectus) 0.65%

^	The Fund commenced Investment Operations on June 4, 2013. Total return for a period of less than one year is not annualized.

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

⁽¹⁾

The Barron’s 400 Index^SM, calculated by NYSE Euronext or its affiliates, measures the performance of a diversified group of U.S. companies selected in part based on fundamentals-related rules-based criteria. The index includes companies that have scored highest according to fundamentals-related rankings calculated by MarketGrader. Additional rules-based screening provides for sector and market cap diversification. The Index has been licensed to MarketGrader Capital LLC for use with the Barron’s 400 Index^SM. You cannot invest directly in an index.

Dow Jones U.S. Total Stock Market Index: A market-capitalization-weighted index maintained by Dow Jones Indexes providing broad-based coverage of the U.S. stock market. The Dow Jones U.S. Market Index, considered a total market index, represents the top 95% of the U.S. stock market based on market capitalization.

S&P 500^® Index: The Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices. You cannot invest directly into an index. Funds that emphasize investments in small/mid cap companies will generally experience greater price volatility.

Barron’s 400^SM ETF shares are not individually redeemable. Investors buy and sell shares of the Barron’s 400^SM ETF on a secondary market. Only market makers or “authorized participants” may trade directly with the Fund, typically in blocks of 50,000 shares.

2 | November 30, 2013

Barron’s 400^SM ETF

Performance Overview

November 30, 2013 (Unaudited)


TOP TEN HOLDINGS (as a % of Net Assets) ^†		SECTOR ALLOCATION (% of Total Investments) ^†
CalAmp Corp.	0.34%
Santarus, Inc.	0.33%
Anika Therapeutics, Inc.	0.33%
Outerwall, Inc.	0.33%
Ambarella, Inc.	0.32%
Delek US Holdings, Inc.	0.32%
Akorn, Inc.	0.32%
US Silica Holdings, Inc.	0.32%
HCI Group, Inc.	0.32%
Winnebago Industries, Inc.	0.32%
Top Ten Holdings	3.25%

^†	Holdings and sector allocations are subject to change.

3 | November 30, 2013

Barron’s 400^SM ETF

Disclosure of Fund Expenses

November 30, 2013 (Unaudited)


	Beginning Account Value 6/1/13			Ending Account Value 11/30/13			Expense Ratio^(a)		Expense Paid During Period 6/1/13 - 11/30/13^(b)
Actual ^(c)		$	1,000.00		$	1,172.00		0.65%		$	3.48
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.81		0.65%		$	3.29

^(a)

Annualized, based on the Fund’s most recent fiscal half year expenses.

^(b)

^(c)

The Fund commenced operations on June 4, 2013, and as such the actual expenses paid during the period were based on 180 days.

4 | November 30, 2013

Barron’s 400^SM ETF

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Barron’s 400^SM ETF, one of the portfolios constituting the ALPS ETF Trust (the “Trust”) as of November 30, 2013, and the related statements of operations, changes in net assets, and the financial highlight for the period June 4, 2013 (Commencement) to November 30, 2013. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

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 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 November 30, 2013, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 Barron’s 400^SM ETF of the ALPS ETF Trust as of November 30, 2013, the results of its operations, the changes in its net assets, and the financial highlights for the period June 4, 2013 (Commencement) to November 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

January 27, 2014

5 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

COMMON STOCKS (96.48%)
*Basic Materials (3.87%)*
American Pacific Corp.^(a)		8,444	$	349,159
American Vanguard Corp.		15,982		459,163
Axiall Corp.		10,720		485,616
CF Industries Holdings, Inc.		2,019		438,890
Eastman Chemical Co.		5,394		415,500
FMC Corp.		5,952		433,663
Gold Resource Corp.		56,765		292,907
Innospec, Inc.		9,192		447,742
International Paper Co.		8,818		411,360
NewMarket Corp.		1,422		460,657
PPG Industries, Inc.		2,512		462,359
Praxair, Inc.		3,424		432,314
Quaker Chemical Corp.		6,042		489,643
Sigma-Aldrich Corp.		4,870		419,989
US Silica Holdings, Inc.		16,820		580,459
Westlake Chemical Corp.		3,956		445,366

*Total Basic Materials*				7,024,787


*Communications (7.03%)*
CalAmp Corp.^(a)		24,673		615,344
Cisco Systems, Inc.		17,062		362,568
Comcast Corp., Class A		9,566		477,056
Entravision Communications Corp., Class A		80,231		530,327
F5 Networks, Inc.^(a)		4,592		377,738
FactSet Research Systems, Inc.		3,878		438,214
Google, Inc., Class A^(a)		496		525,557
IDT Corp., Class B		24,584		546,010
InterDigital, Inc.		11,428		387,295
IPG Photonics Corp.		7,082		513,587
Liberty Media Corp., Class A^(a)		2,834		434,906
NeuStar, Inc., Class A^(a)		8,184		398,970
Nexstar Broadcasting Group, Inc., Class A		11,278		560,178
NIC, Inc.		19,375		472,363
OpenTable, Inc.^(a)		5,736		479,358
Overstock.com, Inc.^(a)		14,644		410,032
Perficient, Inc.^(a)		24,368		528,297
Plantronics, Inc.		8,996		402,391
priceline.com, Inc.^(a)		388		462,624
Scripps Networks Interactive, Inc., Class A		5,488		409,350
Shutterstock, Inc.^(a)		7,164		529,992
Stamps.com, Inc.^(a)		9,399		433,012
Time Warner Cable, Inc.		3,740		516,943
TripAdvisor, Inc.^(a)		5,696		503,071
Ubiquiti Networks, Inc.		12,774		503,296
Walt Disney Co.		6,290		443,697
Yahoo! Inc.^(a)		13,896		513,874

*Total Communications*				12,776,050


*Consumer, Cyclical (20.03%)*
Advance Auto Parts, Inc.		5,210		526,262
AFC Enterprises, Inc.^(a)		9,566		416,982
Alaska Air Group, Inc.		6,734		523,501
Allegiant Travel Co.^(a)		4,172		461,840
ANN, Inc.^(a)		11,526		411,132
Arctic Cat, Inc.		7,308		411,221
Bally Technologies, Inc.^(a)		5,607		418,114

6 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Consumer, Cyclical (continued)*
Bed Bath & Beyond, Inc.^(a)		5,452	$	425,420
BorgWarner, Inc.		4,180		447,971
Brunswick Corp.		10,372		474,001
Buckle, Inc.		7,810		414,399
Buffalo Wild Wings, Inc.^(a)		3,798		570,611
Chipotle Mexican Grill, Inc.^(a)		958		501,858
Churchill Downs, Inc.		4,862		436,851
Coach, Inc.		7,722		447,104
Cooper Tire & Rubber Co.		13,544		333,182
Dollar General Corp.^(a)		7,314		416,459
Dollar Tree, Inc.^(a)		7,312		406,913
Dorman Products, Inc.		8,386		417,455
Express, Inc.^(a)		18,662		459,272
Family Dollar Stores, Inc.		5,735		400,131
Fastenal Co.		8,314		386,850
First Cash Financial Services, Inc.^(a)		7,182		456,632
Foot Locker, Inc.		12,593		489,742
Fossil Group, Inc.^(a)		3,630		461,990
Fox Factory Holding Corp.^(a)		22,872		420,387
Francesca’s Holdings Corp.^(a)		21,118		414,335
Gap, Inc.		10,010		410,110
Genuine Parts Co.		5,176		428,780
G-III Apparel Group, Ltd.^(a)		7,854		473,204
GNC Holdings, Inc., Class A		7,996		481,199
Goodyear Tire & Rubber Co.		19,132		425,878
Hanesbrands, Inc.		6,631		464,833
Hibbett Sports, Inc.^(a)		7,660		494,606
Home Depot, Inc.		5,424		437,554
HSN, Inc.		7,760		445,424
Las Vegas Sands Corp.		6,570		470,938
LeapFrog Enterprises, Inc.^(a)		44,520		383,317
Lear Corp.		5,914		490,330
Lumber Liquidators Holdings, Inc.^(a)		3,776		380,205
Macy’s, Inc.		9,293		494,945
McDonald’s Corp.		4,310		419,665
MDC Holdings, Inc.		13,090		395,580
Multimedia Games Holding Co., Inc.^(a)		12,125		351,625
NIKE, Inc., Class B		6,140		485,920
Nordstrom, Inc.		7,352		457,368
Nu Skin Enterprises, Inc., Class A		4,474		571,955
O’Reilly Automotive, Inc.^(a)		3,314		414,117
Panera Bread Co., Class A^(a)		2,448		433,027
Papa John’s International, Inc.		5,984		507,892
PetMed Express, Inc.		26,296		414,951
PetSmart, Inc.		5,770		427,615
Pier 1 Imports, Inc.		17,972		400,596
Polaris Industries, Inc.		3,344		446,324
Ralph Lauren Corp.		2,482		434,921
Ross Stores, Inc.		5,824		445,303
Ryland Group, Inc.		9,940		392,829
Spirit Airlines, Inc.^(a)		12,362		567,046
Standard Pacific Corp.^(a)		50,986		417,065
Starbucks Corp.		5,518		449,496
Steven Madden, Ltd.^(a)		11,739		457,351
TiVo, Inc.^(a)		34,366		440,916
TJX Cos, Inc.		7,436		467,576
Toro Co.		7,696		474,920

7 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Consumer, Cyclical (continued)*
Tractor Supply Co.		6,512	$	476,744
TRW Automotive Holdings Corp.^(a)		5,826		452,098
Ulta Salon Cosmetics & Fragrance, Inc.^(a)		3,503		444,671
Under Armour, Inc., Class A^(a)		5,480		442,236
Urban Outfitters, Inc.^(a)		11,120		433,902
US Airways Group, Inc.^(a)		22,698		532,949
Vera Bradley, Inc.^(a)		21,104		530,132
Vitamin Shoppe, Inc.^(a)		10,218		554,530
Wabash National Corp.^(a)		35,980		436,797
WABCO Holdings, Inc.^(a)		4,992		442,291
Wal-Mart Stores, Inc.		5,550		449,606
Wesco Aircraft Holdings, Inc.^(a)		20,254		422,904
Williams-Sonoma, Inc.		7,312		432,285
Winnebago Industries, Inc.^(a)		18,600		575,856
World Fuel Services Corp.		11,294		433,690
WW Grainger, Inc.		1,554		400,808
Zumiez, Inc.^(a)		15,062		418,272

*Total Consumer, Cyclical*				36,385,767


*Consumer, Non-Cyclical (18.25%)*
Akorn, Inc.^(a)		22,564		581,023
Alexion Pharmaceuticals, Inc.^(a)		3,594		447,453
Allergan, Inc.		4,786		464,481
Alliance Data Systems Corp.^(a)		1,982		480,159
American Public Education, Inc.^(a)		10,902		492,661
Amgen, Inc.		3,594		410,004
Anika Therapeutics, Inc.^(a)		17,578		603,805
Auxilium Pharmaceuticals, Inc.^(a)		23,081		471,083
Barrett Business Services, Inc.		5,884		497,316
Biogen Idec, Inc.^(a)		1,734		504,542
Boston Beer Co., Inc., Class A^(a)		1,712		419,098
Cardtronics, Inc.^(a)		11,554		492,085
Celgene Corp.^(a)		2,816		455,544
Cooper Cos, Inc.		3,150		414,981
DaVita HealthCare Partners, Inc.^(a)		7,264		432,571
Deluxe Corp.		10,456		519,558
Edwards Lifesciences Corp.^(a)		5,962		390,690
Eli Lilly & Co.		7,854		394,428
Estee Lauder Cos, Inc., Class A		5,896		441,964
FleetCor Technologies, Inc.^(a)		3,870		471,289
Flowers Foods, Inc.		19,448		422,605
Fresh Market, Inc.^(a)		8,497		345,913
Gartner, Inc.^(a)		7,350		475,178
General Mills, Inc.		8,444		425,831
Gilead Sciences, Inc.^(a)		6,630		495,990
Grand Canyon Education, Inc.^(a)		10,672		486,003
Green Mountain Coffee Roasters, Inc.^(a)		4,824		325,041
H&R Block, Inc.		15,176		423,259
HealthSouth Corp.		12,400		443,796
Heartland Payment Systems, Inc.		10,780		484,130
Herbalife, Ltd.		5,772		402,193
Hershey Co.		4,498		435,811
Hormel Foods Corp.		9,566		430,661
IDEXX Laboratories, Inc.^(a)		4,342		452,262
Ingredion, Inc.		6,362		439,996
Intuitive Surgical, Inc.^(a)		1,118		421,374
Kroger Co.		10,472		437,206

8 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Consumer, Non-Cyclical (continued)*
Ligand Pharmaceuticals, Inc., Class B^(a)		9,034	$	503,013
Magellan Health Services, Inc.^(a)		7,199		440,579
Mastercard, Inc., Class A		586		445,835
MAXIMUS, Inc.		9,987		454,409
McGraw Hill Financial, Inc.		6,574		489,763
McKesson Corp.		3,208		532,175
Mead Johnson Nutrition Co.		5,369		453,734
Medifast, Inc.^(a)		15,695		425,178
Meridian Bioscience, Inc.		17,684		434,673
Moody’s Corp.		5,978		446,138
Morningstar, Inc.		5,394		449,914
Mylan, Inc.^(a)		10,940		482,782
Myriad Genetics, Inc.^(a)		16,286		484,509
On Assignment, Inc.^(a)		12,774		434,699
PDL BioPharma, Inc.		52,160		509,603
PepsiCo, Inc.		5,086		429,563
Performant Financial Corp.^(a)		38,854		407,578
Pilgrim’s Pride Corp.^(a)		25,116		411,400
Questcor Pharmaceuticals, Inc.		6,452		374,281
Regeneron Pharmaceuticals, Inc.^(a)		1,360		399,650
Repligen Corp.^(a)		41,472		558,628
ResMed, Inc.		7,842		382,768
Robert Half International, Inc.		10,916		421,685
Sanderson Farms, Inc.		6,416		438,469
Santarus, Inc.^(a)		18,802		605,049
SEI Investments Co.		13,838		464,680
Team Health Holdings, Inc.^(a)		11,062		516,926
Tupperware Brands Corp.		4,862		444,095
Tyson Foods, Inc., Class A		13,896		440,365
United Rentals, Inc.^(a)		7,322		503,241
United Therapeutics Corp.^(a)		5,362		494,966
UnitedHealth Group, Inc.		5,856		436,155
USANA Health Sciences, Inc.^(a)		4,859		355,241
Varian Medical Systems, Inc.^(a)		5,616		438,329
Verisk Analytics, Inc., Class A^(a)		6,358		413,969
WEX, Inc.^(a)		4,920		488,359

*Total Consumer, Non-Cyclical*				33,144,385


*Diversified Financial Services (0.28%)*
Credit Acceptance Corp.^(a)		3,882		501,360

*Total Diversified Financial Services*				501,360


*Energy (7.95%)*
Anadarko Petroleum Corp.		4,488		398,624
Atwood Oceanics, Inc.^(a)		7,388		388,313
C&J Energy Services, Inc.^(a)		19,847		470,374
Cabot Oil & Gas Corp.		11,062		381,086
Carrizo Oil & Gas, Inc.^(a)		11,494		464,817
Continental Resources, Inc.^(a)		4,114		442,296
CVR Energy, Inc.		10,611		418,922
Delek US Holdings, Inc.		19,364		585,956
Dril-Quip, Inc.^(a)		3,740		406,014
EOG Resources, Inc.		2,460		405,900
EPL Oil & Gas, Inc.^(a)		12,026		344,545
Flotek Industries, Inc.^(a)		19,290		403,933
FutureFuel Corp.		22,878		382,520
Geospace Technologies Corp.^(a)		5,376		469,164

9 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Energy (continued)*
Helmerich & Payne, Inc.		6,112	$	470,624
HollyFrontier Corp.		10,188		488,820
Kodiak Oil & Gas Corp.^(a)		37,300		422,982
Marathon Petroleum Corp.		6,340		524,572
Noble Energy, Inc.		6,245		438,649
Oasis Petroleum, Inc.^(a)		9,508		438,604
Oceaneering International, Inc.		5,080		392,125
Phillips 66		7,450		518,595
Primoris Services Corp.		17,046		490,243
Range Resources Corp.		5,294		411,079
Renewable Energy Group, Inc.^(a)		27,360		311,083
Rosetta Resources, Inc.^(a)		7,906		399,806
RPC, Inc.		28,552		504,513
Schlumberger, Ltd.		4,704		415,928
Seadrill, Ltd.		8,818		376,617
Stone Energy Corp.^(a)		13,148		434,936
Synergy Resources Corp.^(a)		44,285		418,050
Western Refining, Inc.		14,644		572,141
Whiting Petroleum Corp.^(a)		7,538		455,295

*Total Energy*				14,447,126


*Financial (16.24%)*
Affiliated Managers Group, Inc.^(a)		2,244		449,361
Aflac, Inc.		6,732		446,803
Ambac Financial Group, Inc.^(a)		21,160		500,434
American Equity Investment Life Holding Co.		20,046		475,291
American Express Co.		5,488		470,870
Amtrust Financial Services, Inc.		10,890		455,311
Apollo Commercial Real Estate Finance, Inc.		26,831		446,200
Bank of Hawaii Corp.		8,030		474,975
Bank of the Ozarks, Inc.		9,034		507,259
BankUnited, Inc.		13,680		441,590
Berkshire Hathaway, Inc., Class B^(a)		3,582		417,410
Berkshire Hills Bancorp, Inc.		17,046		466,038
BofI Holding, Inc.^(a)		6,302		516,512
BOK Financial Corp.		6,608		418,286
Capital One Financial Corp.		6,142		439,951
Cardinal Financial Corp.		23,703		420,254
CBOE Holdings, Inc.		9,362		489,445
Commerce Bancshares, Inc.		10,252		462,582
Community Bank System, Inc.		12,558		488,004
Discover Financial Services		8,056		429,385
East West Bancorp, Inc.		14,076		482,525
Ellie Mae, Inc.^(a)		13,522		381,320
Employers Holdings, Inc.		14,436		471,191
Everest Re Group, Ltd.		2,992		469,235
Fidelity National Financial, Inc., Class A		16,170		470,062
Fifth Third Bancorp		22,726		461,792
First Financial Bankshares, Inc.		7,225		479,596
First Republic Bank		9,034		461,637
FirstMerit Corp.		19,880		456,445
Franklin Resources, Inc.		8,047		445,723
Greenhill & Co., Inc.		7,912		432,866
HCI Group, Inc.		11,652		580,153
HFF, Inc., Class A		17,586		450,553
Home BancShares, Inc.		13,859		501,141
Huntington Bancshares, Inc.		49,364		453,162

10 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Financial (continued)*
JPMorgan Chase & Co.		7,940	$	454,327
M&T Bank Corp.		3,740		431,446
Main Street Capital Corp.		14,212		468,286
MarketAxess Holdings, Inc.		7,430		522,849
Marsh & McLennan Cos, Inc.		9,724		461,404
Nelnet, Inc., Class A		11,436		514,620
Outerwall, Inc.^(a)		8,656		592,071
PNC Financial Services Group, Inc.		5,668		436,153
Portfolio Recovery Associates, Inc.^(a)		7,219		421,590
Prospect Capital Corp.		36,400		415,324
Prosperity Bancshares, Inc.		6,948		445,575
SLM Corp.		16,730		445,855
Stewart Information Services Corp.		13,918		443,427
SunTrust Banks, Inc.		12,400		449,252
T Rowe Price Group, Inc.		5,800		466,668
Third Point Reinsurance, Ltd.^(a)		30,563		509,180
Triangle Capital Corp.		14,428		429,377
US Bancorp		11,220		440,048
Virtus Investment Partners, Inc.^(a)		2,618		544,020
Visa, Inc.		2,244		456,564
Waddell & Reed Financial, Inc., Class A		8,070		514,301
WageWorks, Inc.^(a)		7,704		441,439
Webster Financial Corp.		16,475		485,683
Wells Fargo & Co.		9,828		432,629
Western Alliance Bancorp^(a)		23,778		552,125
Wilshire Bancorp, Inc.		49,701		525,340
WisdomTree Investments, Inc.^(a)		36,021		551,842
World Acceptance Corp.^(a)		4,756		439,074

*Total Financial*				29,503,831


*Industrial (13.58%)*
3M Co.		3,472		463,547
AAON, Inc.		16,514		508,136
AGCO Corp.		7,106		414,138
AMERCO^(a)		2,244		520,002
American Railcar Industries, Inc.		11,268		489,031
Babcock & Wilcox Co.		12,400		402,628
Boeing Co.		3,558		477,662
CAI International, Inc.^(a)		18,074		415,702
Caterpillar, Inc.		4,840		409,464
CSX Corp.		15,904		433,702
Cummins, Inc.		3,108		411,375
Deere & Co.		4,998		421,032
Dover Corp.		4,654		422,304
EnerSys, Inc.		7,322		522,425
Fabrinet^(a)		29,072		575,625
Federal Signal Corp.^(a)		33,136		517,916
FLIR Systems, Inc.		13,306		394,789
Flowserve Corp.		6,738		480,957
Generac Holdings, Inc.		10,098		537,819
Graco, Inc.		5,734		442,837
HEICO Corp.		7,921		452,131
Hexcel Corp.^(a)		10,718		470,842
Honeywell International, Inc.		4,862		430,336
Hubbell, Inc., Class B		3,956		426,892
Hyster-Yale Materials Handling, Inc.		4,488		374,120
InvenSense, Inc.^(a)		23,530		406,834

11 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Industrial (continued)*
JB Hunt Transport Services, Inc.		5,706	$	429,034
Joy Global, Inc.		7,980		451,348
Lincoln Electric Holdings, Inc.		6,170		441,032
Lindsay Corp.		5,158		394,020
Louisiana-Pacific Corp.^(a)		23,778		389,959
Methode Electronics, Inc.		15,772		456,284
Mettler-Toledo International, Inc.^(a)		1,736		428,046
Middleby Corp.^(a)		1,949		430,417
Movado Group, Inc.		9,855		448,600
Northrop Grumman Corp.		4,330		487,904
Old Dominion Freight Line, Inc.^(a)		9,351		481,857
Packaging Corp. of America		6,948		425,634
PGT, Inc.^(a)		38,582		385,820
Proto Labs, Inc.^(a)		5,636		418,755
Raytheon Co.		5,236		464,328
Rock Tenn Co., Class A		3,740		353,131
Rockwell Automation, Inc.		3,910		444,098
Rogers Corp.^(a)		7,032		441,680
Smith & Wesson Holding Corp.^(a)		36,895		436,099
Snap-on, Inc.		4,248		450,925
Sturm Ruger & Co., Inc.		6,822		524,816
Swift Transportation Co.^(a)		21,499		497,702
Taser International, Inc.^(a)		30,113		517,641
Textainer Group Holdings, Ltd.		10,798		419,286
Trinity Industries, Inc.		9,192		477,157
Triumph Group, Inc.		5,866		433,732
Union Pacific Corp.		2,620		424,545
Valmont Industries, Inc.		2,922		422,843
Wabtec Corp.		6,850		472,650

*Total Industrial*				24,671,589


*Technology (8.76%)*
Akamai Technologies, Inc.^(a)		8,070		360,890
Ambarella, Inc.^(a)		23,670		587,015
ANSYS, Inc.^(a)		4,862		416,528
Apple, Inc.		868		482,669
Aspen Technology, Inc.^(a)		12,026		475,388
Broadridge Financial Solutions, Inc.		13,522		515,864
Cadence Design Systems, Inc.^(a)		30,135		399,289
Cirrus Logic, Inc.^(a)		18,505		373,431
Cognizant Technology Solutions Corp., Class A^(a)		5,120		480,717
CommVault Systems, Inc.^(a)		4,836		361,975
Computer Programs & Systems, Inc.		7,260		446,635
EMC Corp.		15,626		372,680
EPAM Systems, Inc.^(a)		12,264		435,004
iGATE Corp.^(a)		15,337		513,483
International Business Machines Corp.		2,168		389,546
Intuit, Inc.		6,454		479,080
j2 Global, Inc.		8,458		405,730
Jack Henry & Associates, Inc.		8,184		464,606
Manhattan Associates, Inc.^(a)		4,586		551,512
Maxim Integrated Products, Inc.		14,270		406,410
Medidata Solutions, Inc.^(a)		4,360		518,448
Microsoft Corp.		12,646		482,192
Netscout Systems, Inc.^(a)		16,298		495,948
Omnicell, Inc.^(a)		17,644		427,867
Oracle Corp.		12,570		443,595

12 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


Security Description	Shares		Value

*Technology (continued)*
PDF Solutions, Inc.^(a)		19,665	$	456,228
Pegasystems, Inc.		11,062		556,971
QUALCOMM, Inc.		6,046		444,865
SanDisk Corp.		6,954		473,915
Skyworks Solutions, Inc.^(a)		16,397		435,996
SolarWinds, Inc.^(a)		10,688		357,407
Synaptics, Inc.^(a)		9,940		502,069
Syntel, Inc.		5,396		476,845
Tyler Technologies, Inc.^(a)		5,236		537,266
VMware, Inc., Class A^(a)		4,704		379,284

*Total Technology*				15,907,348


*Utilities (0.49%)*
American States Water Co.		15,982		466,355
Questar Corp.		19,027		428,488

*Total Utilities*				894,843


TOTAL COMMON STOCKS (Cost $162,253,355)				175,257,086


LIMITED PARTNERSHIPS (3.21%)
*Basic Materials (0.40%)*
CVR Partners LP		22,714		398,177
Terra Nitrogen Co., LP		2,086		325,979

*Total Basic Materials*				724,156


*Energy (2.11%)*
Alliance Holdings GP LP		6,959		382,675
Alliance Resource Partners LP		5,452		399,468
Crestwood Equity Partners LP		31,700		487,545
CVR Refining LP		16,459		395,016
DCP Midstream Partners LP		8,818		424,851
Exterran Partners LP		15,018		417,951
Magellan Midstream Partners LP		7,854		488,048
Natural Resource Partners LP		21,908		440,132
Pioneer Southwest Energy Partners LP		9,724		400,629

*Total Energy*				3,836,315


*Financial (0.48%)*
Apollo Global Management LLC, Class A		14,220		429,302
Ellington Financial LLC		18,916		436,959

*Total Financial*				866,261


*Industrial (0.22%)*
Golar LNG Partners LP		12,716		406,658

*Total Industrial*				406,658


TOTAL LIMITED PARTNERSHIPS (Cost $5,993,735)				5,833,390

13 | November 30, 2013

Barron’s 400^SM ETF

Schedule of Investments

November 30, 2013


	7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (0.25%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(b)		456,207	$	456,207


TOTAL SHORT TERM INVESTMENTS (Cost $456,207)						456,207


TOTAL INVESTMENTS (99.94%) (Cost $168,703,297)					$	181,546,683

NET OTHER ASSETS AND LIABILITIES (0.06%)						105,210


NET ASSETS (100.00%)					$	181,651,893

^(a)

Non-income producing security.

^(b)

Less than 0.0005%.

Common Abbreviations:

LLC - Limited Liability Company.

LP - Limited Partnership.

Ltd. - Limited.

See Notes to Financial Statements.

14 | November 30, 2013

Barron’s 400^SM ETF

Statement of Assets and Liabilities

November 30, 2013


ASSETS:
Investments, at value	$	181,546,683
Cash		43,592
Receivable for shares sold		5,363
Dividends receivable		188,080
Total Assets		181,783,718
LIABILITIES:
Payable for investments purchased		41,096
Payable to adviser		90,729
Total Liabilities		131,825
NET ASSETS	$	181,651,893

NET ASSETS CONSIST OF:
Paid-in capital	$	169,032,224
Accumulated net investment income		239,977
Accumulated net realized loss on investments		(463,694)
Net unrealized appreciation on investments		12,843,386
NET ASSETS	$	181,651,893

INVESTMENTS, AT COST	$	168,703,297

PRICING OF SHARES
Net Assets	$	181,651,893
Shares of beneficial interest outstanding (Unlimited number of shares, par value $0.01 per share)		6,200,002
Net Asset Value, offering and redemption price per share	$	29.30

See Notes to Financial Statements.

15 | November 30, 2013

Barron’s 400^SM ETF

Statement of Operations

For the Period Ended June 4, 2013 (Commencement) to November 30, 2013


INVESTMENT INCOME:
Dividends	$	610,829
Total investment income		610,829

EXPENSES:
Investment adviser fees		277,409
Total expenses		277,409
NET INVESTMENT INCOME		333,420
REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized gain on investments		2,436,210
Net change in unrealized appreciation on investments		12,843,386
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		15,279,596
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	15,613,016

See Notes to Financial Statements.

16 | November 30, 2013

Barron’s 400^SM ETF

Statement of Changes in Net Assets


	For the Period June 4, 2013 (Commencement) to November 30, 2013
OPERATIONS:
Net investment income	$	333,420
Net realized gain on investments		2,436,210
Net change in unrealized appreciation on investments		12,843,386
Net increase in net assets resulting from operations		15,613,016

CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares		197,335,901
Cost of shares redeemed		(31,297,024)
Net increase from share transactions		166,038,877

Net increase in net assets		181,651,893

NET ASSETS:
Beginning of period		–
End of period *	$	181,651,893

*Including accumulated net investment income of:	$	239,977

OTHER INFORMATION:
CAPITAL SHARE TRANSACTIONS:
Beginning shares		–
Shares sold		7,350,002
Shares redeemed		(1,150,000)
Shares outstanding, end of period		6,200,002

See Notes to Financial Statements.

17 | November 30, 2013

Barron’s 400^SM ETF

Financial Highlights

For a Share Outstanding Throughout the Period Presented


		For the Period June 4, 2013 (Commencement) to November 30, 2013
NET ASSET VALUE, BEGINNING OF PERIOD		$25.00

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:
Net investment income^(a)		0.10
Net realized and unrealized gain		4.20
Total from investment operations		4.30

NET INCREASE IN NET ASSET VALUE		4.30
NET ASSET VALUE, END OF PERIOD		$29.30

TOTAL RETURN^(b)		17.20%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)		$181,652

RATIOS TO AVERAGE NET ASSETS:
Expenses		0.65%^(c)
Net investment income		0.78%^(c)
PORTFOLIO TURNOVER RATE^(d)		11%

^(a)

Based on average shares outstanding during the period.

^(b)

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

^(c)

Annualized.

^(d)

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

See Notes to Financial Statements.

18 | November 30, 2013

Barron’s 400^SM ETF

Notes to Financial Statements

November 30, 2013

1. ORGANIZATION

2. SIGNIFICANT ACCOUNTING POLICIES

A. Portfolio Valuation

B. Securities Transactions and Investment Income

C. Dividends and Distributions to Shareholders

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

19 | November 30, 2013

Barron’s 400^SM ETF

Notes to Financial Statements

November 30, 2013

D. Federal Tax and Tax Basis Information

For the period ended November 30, 2013, permanent book and tax differences resulting primarily from differing treatment of investments in partnerships and in-kind transactions were identified and reclassified among the components of the Fund’s net assets as follows:


Fund	Paid-in Capital		Accumulated Net Investment Loss		Accumulated Net Realized Loss on Investments
Barron’s 400^SM ETF	$	2,993,347	$	(93,443)	$	(2,899,904)

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

As of November 30, 2013, the components of distributable earnings on a tax basis were as follows:


	Barron’s 400^SM ETF
Undistributed net investment income	$	239,977
Accumulated net realized loss on investments		(504,350)
Other accumulated gains		–
Net unrealized appreciation on investments		12,884,042
Total	$	12,619,669

At November 30, 2013, the Fund had available for tax purposes unused capital loss carry forwards as follows:


Short-Term		Long-Term
	$504,350		$–

As of November 30, 2013, the costs of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:


	Barron’s 400^SM ETF
Gross appreciation (excess of value over tax cost)	$	14,772,418
Gross depreciation (excess of tax cost over value)		(1,888,376)
Net unrealized appreciation (depreciation)		12,884,042

Cost of investments for income tax purposes	$	168,662,641

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

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 of 1986, as amended, applicable to regulated investment companies. The Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

20 | November 30, 2013

Barron’s 400^SM ETF

Notes to Financial Statements

November 30, 2013

As of and during the period ended November 30, 2013, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Being that the Fund commenced operations on June 4, 2013, no tax returns have been filed as of the date of this report.

F. Fair Value Measurements

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

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

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

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

Level 1 –

Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

Level 2 –

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

Level 3 –

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

The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2013:


Investments in Securities at Value	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Common Stocks*	$	175,257,086	$	–	$	–	$	175,257,086
Limited Partnerships		5,833,390		–		–		5,833,390
Short Term Investments		456,207		–		–		456,207
TOTAL	$	181,546,683	$	–	$	–	$	181,546,683

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

21 | November 30, 2013

Barron’s 400^SM ETF

Notes to Financial Statements

November 30, 2013

3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS

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

4. PURCHASES AND SALES OF SECURITIES

For the period ended November 30, 2013, the cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, were as follows:


Fund	Purchases of Securities		Proceeds From Sales of Securities
Barron’s 400^SM ETF	$	43,220,315	$	11,894,788

For the period ended November 30, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

Fund	Purchases of Securities		Proceeds from Sales of Securities
Barron’s 400^SM ETF	$	165,535,613	$	31,046,929

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

5. CAPITAL SHARE TRANSACTIONS

6. INDEMNIFICATIONS

7. NEW ACCOUNTING PRONOUNCEMENTS

22 | November 30, 2013

Barron’s 400^SM ETF

Additional Information

November 30, 2013 (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

PORTFOLIO HOLDINGS

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

23 | November 30, 2013

Barron’s 400^SM ETF

Board Considerations Regarding Approval of

Investment Advisory Agreement

November 30, 2013 (Unaudited)

At an in-person meeting held on March 11, 2013, 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 ALPS Advisors, Inc. (the “Adviser”) with respect to the Barron’s 400 ETF. The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating whether to approve the Advisory Agreement for the Barron’s 400 ETF, 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, representatives from the Adviser presented the Adviser’s material regarding consideration of renewal of the Advisory Agreement. The Independent Trustees noted that included in the Board materials were responses by the Adviser to a questionnaire drafted by legal counsel to the Trust to assist the Board in evaluating whether to approve the Advisory Agreement (the “15(c) Materials”). The Independent Trustees considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the index for the Barron’s 400 ETF, financial information regarding the Adviser, its parent company, information describing the Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-to-day management of the Barron’s 400 ETF, 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 Independent Trustees concluded that the Adviser was qualified to oversee the services to be provided by other service providers and that the services to be provided by the Adviser to the Barron’s 400 ETF are expected to be satisfactory.

The Independent Trustees noted the services to be provided by the Adviser for the proposed annual advisory fee of 0.65% of Barron’s 400 ETF’s average daily net assets. The Independent Trustees noted that the advisory fees proposed for Barron’s 400 ETF were unitary fees pursuant to which the Adviser will assume all expense of Barron’s 400 ETF (including the cost of transfer agency, custody, fund administration, legal, audit and other services) other than payments under the Advisory Agreement, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. Based on its review, the Independent Trustees concluded that the expected profitability of the Barron’s 400 ETF to the Adviser was not unreasonable.

The Independent Trustees reviewed the comparative fee information, including data from Lipper Analytical Services (“Lipper”). The Independent Trustees noted that Lipper’s report contained information regarding comparisons of the proposed cost and expense structures of Barron’s 400 ETF with other funds’ cost and expense structures. The Independent Trustees noted that the fee was high relative to others in the Barron’s 400 ETF’s Lipper peer group. However, the Independent Trustees also took into account, among other things, the unique features of the Index, its historical performance, the work involved (including the expenses incurred by the Adviser to obtain the Barron’s license) and the costs and benefits of linkage to the Barron’s name. Based on the foregoing and the other information available to them, the Independent Trustees concluded that the advisory fee for the Barron’s 400 ETF was reasonable under the circumstances and in light of the quality of services provided.

The Independent Trustees also considered other benefits that may be realized by the Adviser from its relationship with the Barron’s 400 ETF and concluded that the advisory fee was reasonable taking into account such benefits. The Independent Trustees considered the extent to which economies of scale would be realized as the Barron’s 400 ETF grows and whether fee level reflects a reasonable sharing of such economies of scale for the benefit of the Fund’s investors. Because the Barron’s 400 ETF is newly organized, the Independent Trustees reviewed the unitary advisory fee proposed for Barron’s 400 ETF and anticipated expenses of the Fund and determined to review economies of scale in the future when the Barron’s 400 ETF had attracted assets.

Based on consideration of all factors deemed relevant, the Independent Trustees determined that approval of the Advisory Agreement was in the best interests of the Barron’s 400 ETF. The Independent Trustees did not identify any single factor or group of factors as all important or controlling and considered all factors together.

In voting to approve the Advisory Agreement, the Trustees, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be performed, the fees paid by certain other funds, expenses to be incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment.

24 | November 30, 2013

Barron’s 400^SM ETF

Trustees & Officers

November 30, 2013 (Unaudited)

INDEPENDENT TRUSTEES


Name, Address and Year of Birth of 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, 1940	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.	41	Ms. Anstine is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); Reaves Utility Income Fund; and Westcore Trust (12 funds).

Jeremy W. Deems, 1976	Trustee	Since March 2008	Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 2004 to June 2007. Prior to this, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC.	41	Mr. Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (30 funds); and Reaves Utility Income Fund.

Rick A. Pederson, 1952	Trustee	Since March 2008	Mr. Pederson is President, Foundation Properties, Inc. (a real estate investment management company), 1994 – present; Advisory Committee, Bow River Capital Partners (private equity management), 2003 – present; Advisor, Pauls Corporation (real estate investment management and development), 2008 – present; Chairman, Ross Consulting Group (real estate consulting services) 1983 – 2013; Advisory Board, Neenan Company (construction services) 2002 – present; Board Member, Urban Land Conservancy (a not- for-profit organization), 2004 –present; Director, National Western Stock Show (not-for-profit organization).	22	Mr. Pederson is Trustee of Westcore Trust (12 funds) and Principal Real Estate Income Fund.

*	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.

25 | November 30, 2013

Barron’s 400^SM ETF

Trustees & Officers

November 30, 2013 (Unaudited)

INTERESTED TRUSTEE


Name, Address and Year of Birth 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, 1966	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 ALPS Portfolio Solutions Distributor, Inc. (“APSD”) and Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (“AHI”). Because of his position with AHI, ALPS, ADI, APSD and AAI, Mr. Carter is deemed an affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touché LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.	29	Mr. Carter is a Trustee of ALPS Variable Investment Trust (7 funds) and Principal Real Estate Income Fund.

*	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.

26 | November 30, 2013

Barron’s 400^SM ETF

Trustees & Officers

November 30, 2013 (Unaudited)

OFFICERS



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

Melanie Zimdars, 1976	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. 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 Investment Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.

William Parmentier, 1952	Vice President	Since March 2008	Mr. Parmentier is Chief Investment Officer, AAI (since 2006); President of the Liberty All-Star Funds (since April 1999); Senior Vice President (2005 – 2006), Banc of America Investment Advisors, Inc. Because of his position with AAI, Mr. Parmentier is deemed an affiliate of the Trust as defined under the 1940 Act.

Patrick D. Buchanan, 1972	Treasurer	Since June 2012	Mr. Buchanan is Vice President of AAI. Mr. Buchanan joined ALPS in 2007 and because of his position with AAI, he is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Buchanan is also Treasurer of ALPS Variable Investment Trust and the Principal Real Estate Income Fund.

Erin D. Nelson, 1977	Secretary	Since October 2013	Ms. Nelson is Vice President and Assistant General Counsel of AAI, ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson joined ALPS in January, 2003. Ms. Nelson has served as Secretary of the Clough Global Allocation Fund since 2004, Clough Global Equity Fund since 2005, Clough Global Opportunities Fund since 2006, Liberty All-Star Equity Fund since 2013 and Liberty All-Star Growth Fund since 2013. Ms. Nelson received her Bachelor of Arts in Political Science, magna cum laude, from the University of New Hampshire and Juris Doctorate from the University of Denver.

Jennifer A. Craig, 1973	Assistant Secretary	Since October 2013	Ms. Craig joined ALPS in 2007 and is currently Senior Paralegal. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act.

*	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 | November 30, 2013

Intentionally Left Blank

LOGO

Item 2.

Code of Ethics.

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

(b) Not applicable.

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

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

(e) Not applicable.

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

Item 3.

Audit Committee Financial Expert.

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

Item 4.

Principal Accountant Fees and Services.

(a)

Audit Fees: For the Registrant’s fiscal year ended November 30, 2013 and November 30, 2012, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $277,000 and $119,500, respectively.

(b)

Audit-Related Fees: For the Registrant’s fiscal year ended November 30, 2013 and November 30, 2012, the aggregate fees billed for professional services rendered by the principal accountant were $0 and $0, respectively.

(c)

Tax Fees: For the Registrant’s fiscal year ended November 30, 2013 and November 30, 2012, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $85,665 and $28,250, respectively. The fiscal year 2013 and 2012 tax fees were for services pertaining to federal and state income tax return review, review of year end dividend distributions and excise tax preparation.

(d)

All Other Fees: For the Registrant’s fiscal year ended November 30, 2013 and November 30, 2012, 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 $0, respectively.

(e)(1)

Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant’s principal accountant must be pre-approved by the Registrant’s audit committee.

(e)(2)

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

(f)

Not applicable.

(g)

The aggregate non-audit fees billed by the Registrant’s accountant for the fiscal year ended November 30, 2013 and November 30, 2012 of the Registrant were $307,165 and $238,250, respectively. These fees consisted of non-audit fees billed to (i) the Registrant of $85,665 and $28,250 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 $221,500 and $210,000, respectively. The non-audit fees billed to AFS related to SSAE 16 services and other compliance-related matters.

(h)

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

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

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.

(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.

SIGNATURES

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


ALPS ETF TRUST

By:		/s/ Thomas A. Carter
		Thomas A. Carter
		President (Principal Executive Officer)

Date:		February 7, 2014

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


By:		/s/ Thomas A. Carter
		Thomas A. Carter
		President (Principal Executive Officer)

Date:		February 7, 2014

By:		/s/ Patrick D. Buchanan
		Patrick D. Buchanan
		Treasurer (Principal Financial Officer)

Date:		February 7, 2014